Exhibit 5(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FEDERATED UTILITY FUND, INC.
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between Passport Research, Ltd., a Pennsylvania
limited partnership having its principal place of business in Pittsburgh,
Pennsylvania (hereinafter referred to as "Adviser") and Federated Global
Research Corp., a Delaware corporation having its principal place of business in
New York, New York (hereinfter referred to as the "Sub-Adviser").
WITNESSETH:
That the parties hereto, intending to be legally bound hereby agree as
follows:
1. Sub-Adviser hereby agrees to furnish to Adviser in its capacity as
investment adviser to Federated Utility Fund, Inc. (the "Fund"), such investment
advice, statistical and other factual information, as may from time to time be
reasonably requested by Adviser for the Fund which may be offered in one or more
classes of shares ("Classes").
2. For its services under this Agreement, Sub-Adviser shall receive from
Adviser an annual fee ("the Sub-Advisory Fee"), as set forth in the exhibits
hereto. In the event that the fee due from the Fund to the Adviser is reduced in
order to meet expense limitations imposed on the Fund by state securities laws
or regulations, the Sub-Advisory Fee shall be reduced by one-half of said
reduction in the fee due from the Fund to the Adviser.
Notwithstanding any other provision of this Agreement, the Sub-Adviser may
from time to time and for such periods as it deems appropriate, reduce its
compensation (and, if appropriate, assume expenses of the Fund or Class of the
Fund) to the extent that the Fund's expenses exceed such lower expense
limitation as the Sub-Adviser may, by notice to the Fund, voluntarily declare to
be effective.
3. This Agreement shall begin for the Fund on the date that the parties
execute an exhibit to this Agreement relating to such Fund and shall continue in
effect for the Fund for two years from the date of its execution and from year
to year thereafter, subject to the provisions for termination and all of the
other terms and conditions hereof if: (a) such continuation shall be
specifically approved at least annually by the vote of a majority of the
Directors of the Fund, including a majority of the Directors who are not parties
to this Agreement or interested persons of any such party (other than as
Directors of the Fund) cast in person at a meeting called for that purpose; and
(b) Adviser shall not have notified the Fund in writing at least sixty (60) days
prior to the anniversary date of this Agreement in any year thereafter that it
does not desire such continuation with respect to the Fund.
4. Notwithstanding any provision in this Agreement, it may be terminated
at any time without the payment of any penalty: (a) by the Directors of the Fund
or by a vote of a majority of the outstanding voting securities (as defined in
Section 2(a)(42) of the Act) of the Fund on sixty (60) days' written notice to
Sub-Adviser; or (b) by Sub-Adviser or Adviser upon 120 days' written notice to
the other party to the Agreement.
5. This Agreement shall automatically terminate:
(a) in the event of its assignment (as defined in the Investment
Company Act of 1940); or (b) in the event of termination of the
Investment Advisory Contract for any reason whatsoever.
6. So long as both Adviser and Sub-Adviser shall be legally qualified to
act as an investment adviser to the Fund, neither Adviser nor Sub-Adviser shall
act as an investment adviser (as such term is defined in the Investment Company
Act of 1940) to the Fund except as provided herein and in the Investment
Advisory Contract or in such other manner as may be expressly agreed between
Adviser and Sub-Adviser.
Provided, however, that if the Adviser or Sub-Adviser shall resign prior
to the end of any term of this Agreement or for any reason be unable or
unwilling to serve for a successive term which has been approved by the
Directors of the Fund pursuant to the provisions of Paragraph 3 of this
Agreement or Paragraph 6 of the Investment Advisory Contract, the remaining
party, Sub-Adviser or Adviser as the case may be, shall not be prohibited from
serving as an investment adviser to such Fund by reason of the provisions of
this Paragraph 6.
7. This Agreement may be amended from time to time by agreement of the
parties hereto provided that such amendment shall be approved both by the vote
of a majority of Directors of the Fund, including a majority of Directors who
are not parties to this Agreement or interested persons, as defined in Section
2(a)(19) of the Investment Company Act of 1940, of any such party at a meeting
called for that purpose, and, where required by Section 15(a)(2) of the Act, by
the holders of a majority of the outstanding voting securities (as defined in
Section 2(a)(42) of the Investment Company Act of 1940) of the Fund.
Exhibit A
FEDERATED UTILITY FUND, INC.
Sub-Advisory Contract
For all services rendered by Sub-Adviser hereunder, Sub-Adviser shall
receive from the Adviser an allocable portion of the Fund's investment advisory
fee. Such allocation shall be based on the amount of foreign securities which
Sub-Adviser is managing for the Fund. The Sub-Advisory Fee shall be accrued
daily, and paid daily as set forth in the Primary Advisory Contract dated August
1, 1989.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of June, 1997.
ATTEST: PASSPORT RESEARCH, LTD.
/S/ XXXXXXX X. XXXX By: /S/ J. XXXXXXXXXXX XXXXXXX
Xxxxxxx X. Xxxx J. Xxxxxxxxxxx Xxxxxxx
Secretary President
FEDERATED GLOBAL RESEARCH
CORP.
/S/ XXXXXXX X. XXXX By: /S/ XXXXXXX X. XXXXXX, III
Xxxxxxx X. Xxxx Xxxxxxx X. Xxxxxx, III
Secretary Executive Vice President
