Exhibit (d)(vi) under Form N-1A
Exhibit 10 under Item 601/ Reg. S-K
SUBADVISORY AGREEMENT
This Subadvisory Agreement (this "AGREEMENT") is entered into as of
September 26, 2006, among Federated Index Trust, a Massachusetts business trust
(the "TRUST"), on behalf of each series portfolio of the Trust set forth on
Appendix A to this Agreement (each a "PORTFOLIO," and collectively, the
"PORTFOLIOS"), Federated Equity Management Company of Pennsylvania, a Delaware
statutory trust ("MANAGER"), and BlackRock Investment Management, LLC
("SUBADVISER"), a Delaware limited partnership.
WHEREAS, the Trust, on behalf of the Portfolios, has entered into a
Management Contract, dated July 2, 1990, with Manager (as amended and
supplemented from time to time, the "MANAGEMENT CONTRACT"), pursuant to which
Manager has agreed to provide certain management and administrative services to
the Portfolios; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser
to provide the investment advisory and administrative services to the Portfolios
specified herein, and Subadviser is willing to serve the Portfolios in such
capacity; and
WHEREAS, the trustees of the Trust (the "TRUSTEES"), including a majority
of the Trustees who are not "interested persons" (as such term is defined below)
of any party to this Agreement, have each consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:
SECTION 1. APPOINTMENT OF SUBADVISER; COMPENSATION
SECTION 1.1. APPOINTMENT AS SUBADVISER.
Subject to and in accordance with the provisions hereof, Manager hereby
appoints Subadviser as investment subadviser to perform the various investment
advisory and other services to the Portfolios set forth herein and, subject to
the restrictions set forth herein, hereby delegates to Subadviser the authority
vested in Manager pursuant to the Management Contract to the extent necessary to
enable Subadviser to perform its obligations under this Agreement.
SECTION 1.2. SCOPE OF INVESTMENT AUTHORITY
(a) The Subadviser is hereby authorized, on a discretionary
basis, to manage the investments and determine the composition of the
assets of each Portfolio, subject at all times to (i) the supervision and
control of the Trustees, (ii) the requirements of the Investment Company
Act of 1940, as amended (the "1940 ACT") and the rules thereunder, (iii)
the investment objective, policies and limitations, as provided in the
Portfolio's Prospectus and other governing documents, and (iv) such
instructions, policies and limitations relating to the Portfolio as the
Trustees or Manager may from time to time adopt and communicate in
writing to Subadviser. Notwithstanding anything herein to the contrary,
Subadviser is not authorized to take any action, including the purchase
and sale of portfolio securities, in contravention of any restriction,
limitation, objective, policy or instruction described in the previous
sentence.
(b) The Subadviser shall manage each Portfolio in a manner consistent
with such Portfolio's investment objective, strategies and policies that
are described in such Portfolio's then currently effective registration
statement. With respect to a portion equal to approximately twenty
percent (20%) of the Federated Max-Cap Index Fund, under normal
circumstances the Subadviser will slightly over- or under-weight
positions in securities listed within the relevant benchmark index, and
use related quantitative strategies approved by the Manager, in an effort
to improve the performance of such Portfolio relative to the benchmark
index to compensate for Portfolio expenses and tracking error.
(c) The parties agree that, for so long as this Agreement shall remain
in effect, Subadviser shall exercise discretionary investment authority
over the manner in which the Portfolios' assets are invested without
obtaining any further approval or consent from the Trustees or Manager;
provided that the Trustees and Manager shall at all times have the right
to monitor the Portfolios' investment activities and performance, require
Subadviser to make reports and give explanations as to the manner in
which the Portfolios' assets are being invested.
SECTION 1.3. APPOINTMENT AS PROXY VOTING AGENT.
Subject to and in accordance with the provisions hereof, the Trustees may at any
time choose to appoint Subadviser as the Portfolios' proxy voting agent; at such
time the Trustees shall delegate to Subadviser discretionary authority to vote
all proxies solicited by or with respect to issuers of securities in which the
assets of the Portfolios may be invested from time to time, provided that
Subadviser reports to the Trustees or Manager such information about proxies
voted as may be required by applicable law or regulation or as Trustees or
Manager shall reasonably request. Upon written notice to Subadviser, the
Trustees may at any time withdraw the authority granted to Subadviser pursuant
to this Section 1.3 to perform any or all of the proxy voting services
contemplated hereby.
SECTION 1.4. GOVERNING DOCUMENTS.
Manager will provide Subadviser with copies of (i) the Trust's
Declaration of Trust and By-laws, as currently in effect, (ii) each Portfolio's
currently effective prospectus and statement of additional information, as set
forth in the Trust's registration statement under the 1940 Act and the
Securities Act of 1933, as amended (the "1933 ACT"), (iii) any instructions,
investment policies or other restrictions adopted by the Trustees or Manager
supplemental thereto, and (iv) the Management Contract. Manager will provide
Subadviser with such further documentation and information concerning the
investment objectives, policies and restrictions applicable to the Portfolios as
Subadviser may from time to time reasonably request.
SECTION 1.5. COMPENSATION.
Manager shall compensate Subadviser for the services it performs on
behalf of the Portfolios in accordance with the terms set forth in Appendix A to
this Agreement. Subadviser's fee shall be computed monthly and, within fifteen
business days of the end of each calendar month, Manager shall transmit to
Subadviser the fee for the previous month. Payment shall be made in federal
funds wired to a bank account designated by Subadviser. If this Agreement
becomes effective or terminates before the end of any month, the fee (if any)
for the period from the effective date to the end of such month or from the
beginning of such month to the date of termination, as the case may be, shall be
prorated according to the proportion which such period bears to the full month
in which such effectiveness or termination occurs. Subadviser agrees to look
exclusively to Manager, and not to any assets of the Trust or the Portfolios,
for the payment of Subadviser's fees arising under this section.
SECTION 2. SERVICES TO BE PERFORMED BY SUBADVISER
SECTION 2.1. INVESTMENT ADVISORY SERVICES.
(a) In fulfilling its obligations to manage the assets of the
Portfolios, Subadviser will:
(i) formulate and implement a continuous
investment program for the Portfolios;
(ii) take whatever steps are reasonably necessary
to implement these investment programs by the purchase
and sale of securities and other investments,
including the selection of brokers or dealers, the
placing of orders for such purchases and sales in
accordance with the provisions of paragraph (b) below
and assuring that such purchases and sales are
properly settled and cleared;
(iii) provide such reports with respect to the
implementation of the Portfolios' investment programs
as the Trustees or Manager shall reasonably request;
(iv) provide to Manager performance attribution
(i.e., index tracking error analysis) reports for each
Portfolio on a monthly basis, in such form or forms as
the parties may agree to from time to time;
(v) provide Portfolio composition data to Manager
on a quarterly basis, or as needed for Manager's
reporting requirements; and
(vi) provide advice and assistance to Manager as to
the determination of the fair value of certain
securities where market quotations are not readily
available for purposes of calculating net asset value
of the Portfolios in accordance with valuation
procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and
sale of portfolio securities for the Portfolios' accounts with brokers
and dealers selected by Subadviser. Such brokers and dealers may include
brokers or dealers that are "AFFILIATED PERSONS" (as such term is defined
in the 0000 Xxx) of the Trust, the Portfolios, Manager or Subadviser,
provided that Subadviser shall only place orders on behalf of the
Portfolios with such affiliated persons in accordance with procedures
adopted by the Trustees pursuant to Rule 17e-1 or as otherwise permitted
under section 17(e) of the 1940 Act. The Subadviser shall use its best
efforts to seek to execute portfolio transactions at prices that are
advantageous to the Portfolios and at commission rates that are
reasonable in relation to the benefits received. In selecting brokers or
dealers qualified to execute a particular transaction, brokers or dealers
may be selected who also provide brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act
of 1934) to the Portfolios and/or other accounts over which Subadviser or
its affiliates exercise investment discretion. The Subadviser is
authorized to pay a broker or dealer who provided such brokerage and
research services a commission for executing a portfolio transaction for
the Portfolios which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if
Subadviser determines in good faith that such amount of commission is
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer. This determination may be
viewed in terms of either that particular transaction or the overall
responsibilities which Subadviser and its affiliated persons have in
respect to accounts over which they exercise investment discretion. The
Trustees shall periodically review the commissions paid by the Portfolios
to determine if the commissions paid over representative periods were
reasonable in relation to the benefits to the Portfolios, and Subadviser
shall provide any information requested by the Trustees for purposes of
such review.
SECTION 2.2. ADMINISTRATIVE AND OTHER SERVICES.
(a) Subadviser will, at its expense, furnish (i) all necessary
investment and management facilities, including salaries of personnel
required for it to execute its duties faithfully, and (ii) administrative
facilities, including bookkeeping, clerical personnel and equipment
necessary for the performance of its investment management services
hereunder (excluding determination of net asset values and shareholder
accounting services).
(b) Subadviser will maintain all accounts, books and records
with respect to the Portfolios as are required of an investment adviser
of a registered investment company pursuant to the 1940 Act and the rules
thereunder. Subadviser agrees that such records are the property of the
Trust, and will be surrendered to the Trust or Manager or their designee
promptly upon request, provided that the Subadviser may maintain copies
of all such records. The Manager shall be granted reasonable access to
the records and documents in Subadviser's possession relating to the
Portfolios.
(c) Subadviser shall provide such information as is reasonably
necessary to enable Manager to prepare and update the Trust's
registration statement (and any supplement thereto) and the Portfolios'
financial statements. Subadviser understands that the Trust and Manager
will rely on such information in the preparation of the Trust's
registration statement and the Portfolios' financial statements, and
hereby covenants that any such information approved by Subadviser
expressly for use in such registration and/or financial statements shall
be true and complete in all material respects.
SECTION 3. COMPLIANCE; CONFIDENTIALITY
SECTION 3.1. COMPLIANCE.
(a) Subadviser will comply with (i) all applicable state and
federal laws and regulations governing the performance of Subadviser's
duties hereunder, (ii) the investment objective, policies and
limitations, as provided in the Portfolios' Prospectus and other
governing documents, as provided to the Subadviser, and (iii) such
instructions, policies and limitations relating to the Portfolios as the
Trustees or Manager may from time to time adopt and communicate in
writing to Subadviser.
(b) Subadviser will adopt a written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act and will provide
the Trust with a copy of such code of ethics, evidence of its adoption
and copies of any supplemental policies and procedures implemented to
ensure compliance therewith.
(c) Subadviser will promptly notify Manager of any material
violation of the laws, regulations, objectives, policies, limitations or
instructions identified in paragraph (a) of this section or of its Code
of Ethics with respect to any Portfolio.
SECTION 3.2. CONFIDENTIALITY.
The parties to this Agreement agree that each shall treat as confidential
all information provided by a party to the others regarding such party's
business and operations, including without limitation the investment activities
or holdings of the Portfolios. All confidential information provided by a party
hereto shall be used by any other parties hereto solely for the purposes of
rendering services pursuant to this Agreement and, except as may be required in
carrying out the terms of this Agreement, shall not be disclosed to any third
party without the prior consent of such providing party. The foregoing shall not
be applicable to any information that is publicly available when provided or
which thereafter becomes publicly available other than in contravention of this
Section 3.2 or which is required to be disclosed by any regulatory authority in
the lawful and appropriate exercise of its jurisdiction over a party, any
auditor of the parties hereto, by judicial or administrative process or
otherwise by applicable law or regulation.
SECTION 4. LIABILITY OF SUBADVISER
Notwithstanding anything herein to the contrary, neither Subadviser, nor
any of its directors, officers or employees, shall be liable to Manager or the
Trust for any loss resulting from Subadviser's acts or omissions as Subadviser
to the Portfolios, except to the extent any such losses result from bad faith,
willful misfeasance, reckless disregard or gross negligence on the part of
Subadviser or any of its directors, officers or employees in the performance of
Subadviser's duties and obligations under this Agreement.
SECTION 5. SUPPLEMENTAL ARRANGEMENTS; EXPENSES
SECTION 5.1. SUPPLEMENTAL ARRANGEMENTS.
Subject to the prior written consent of the Trustees and Manager,
Subadviser may enter into arrangements with other persons affiliated with
Subadviser to better fulfill its obligations under this Agreement for the
provision of certain personnel and facilities to Subadviser, provided that such
arrangements do not rise to the level of an advisory contract subject to the
requirements of Section 15 of the 1940 Act.
SECTION 5.2. EXPENSES.
Each Portfolio shall pay or cause to be paid all of its own expenses and
its allocable share of Trust expenses incurred in managing its portfolio of
securities, including all commissions, xxxx-ups, transfer fees, registration
fees, ticket charges, transfer taxes, custodian fees, legal fees for review of
transactions or issues and similar expenses. Each Portfolio will also pay its
allocable share of such extraordinary expenses as may arise including expenses
incurred in connection with litigation, proceedings, and claims and the legal
obligations of the Trust to indemnify its officers and Trustees and agents with
respect thereto. In no event will Subadviser have any obligation to pay any of
the Portfolios' expenses, including without limitation, (i) the expenses of
organizing the Trust and continuing its existence; (ii) fees and expenses of
Trustees and officers of the Trust; (iii) fees for administrative personnel and
services; (iv) expenses incurred in the distribution of its shares ("SHARES"),
including expenses of administrative support services; (v) fees and expenses of
preparing and printing its Registration Statements under the 1933 Act and the
1940 Act; (vi) expenses of registering and qualifying the Trust, the Portfolios,
and Shares of the Portfolios under federal and state laws and regulations; (vii)
expenses of preparing, printing, and distributing prospectuses (and any
amendments thereto) to shareholders; (viii) interest expense, taxes, fees, and
commissions of every kind; (ix) expenses of issue (including cost of Share
certificates), purchase, repurchase, and redemption of Shares; (x) charges and
expenses of custodians, transfer agents, dividend disbursing agents, shareholder
servicing agents, and registrars; (xi) printing and mailing costs, auditing,
accounting, and legal expenses; (xii) reports to shareholders and governmental
officers and commissions; (xiii) expenses of meetings of Trustees and
shareholders and proxy solicitations therefor; (xiv) insurance expenses; (xv)
association membership dues and (xvi) such nonrecurring items as may arise,
including all losses and liabilities incurred in administering the Trust and the
Portfolios. Subadviser shall not cause the Trust or the Portfolios to incur any
expenses, other than those reasonably necessary for Subadviser to fulfill its
obligations under this Agreement, unless Subadviser has first notified Manager
of its intention to do so.
SECTION 6. CONFLICTS OF INTEREST
It is understood that the Trustees, officers, agents and shareholders of
the Trust are or may be interested in Subadviser as directors, officers,
stockholders or otherwise; that directors, officers, agents and stockholders of
Subadviser are or may be interested in the Trust as trustees, officers,
shareholders or otherwise; that Subadviser may be interested in the Trust; and
that the existence of any such dual interest shall not affect the validity of
this Agreement or of any transactions hereunder except as otherwise provided in
the Trust's Declaration of Trust and the Limited Partnership Agreement of
Subadviser, respectively, or by specific provisions of applicable law.
SECTION 7. REGULATION
Subadviser shall submit to all regulatory and administrative bodies
having jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this
Agreement may reasonably request or require pursuant to applicable laws and
regulations.
SECTION 8. DURATION AND TERMINATION OF AGREEMENT
SECTION 8.1. EFFECTIVE DATE; DURATION; CONTINUANCE.
(a) This Agreement shall become effective upon the change of
control of the Trust's current subadviser, Fund Asset Management, L.P.,
which is expected to be on or about September 30, 2006.
(b) Subject to prior termination pursuant to Section 8.2 below,
this Agreement shall continue in force until May 30, 2008 and
indefinitely thereafter, but only so long as the continuance after such
date shall be specifically approved at least annually by vote of the
Trustees or by a vote of a majority of the outstanding voting securities
of each Portfolio, provided that in either event such continuance shall
also be approved by the vote of a majority of the Trustees who are not
"interested persons" of any party to this Agreement cast in person at a
meeting called for the purpose of voting on such approval.
(c) Unless otherwise permitted under an exemptive order issued
by the Commission, the required shareholder approval of this Agreement or
any continuance of this Agreement shall be effective with respect to a
Portfolio if a majority of the outstanding voting securities of the
series of shares of the Portfolio votes to approve this Agreement or its
continuance. Termination of this Agreement by or on behalf of one
Portfolio will not affect the continuation of the Agreement with respect
to any other Portfolios.
SECTION 8.2. TERMINATION AND ASSIGNMENT.
(a) This Agreement may be terminated at any time, upon sixty
days' written notice, without the payment of any penalty, (i) by the
Trustees, (ii) by the vote of a majority of the outstanding voting
securities of each Portfolio; (iii) by Manager, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the
payment of any penalty, (i) in the event of its assignment or (ii) in the
event the Management Contract is terminated for any reason.
SECTION 8.3. DEFINITIONS.
The terms "REGISTERED INVESTMENT COMPANY," "VOTE OF A MAJORITY OF THE
OUTSTANDING VOTING SECURITIES," "ASSIGNMENT," and "INTERESTED PERSONS," when
used herein, shall have the respective meanings specified in the 1940 Act as now
in effect or as hereafter amended, and subject to such orders or no-action
letters as may be granted by the Securities and Exchange Commission
("COMMISSION").
SECTION 9. REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 9.1. REPRESENTATIONS OF THE PORTFOLIOS.
The Trust, on behalf of the Portfolios, represents and warrants that:
(a) the Trust is a business trust established pursuant to the
laws of the Commonwealth of Massachusetts;
(b) the Trust is duly registered as an investment company under
the 1940 Act and each Portfolio is a duly constituted series portfolio
thereof;
(c) the execution, delivery and performance of this Agreement
are within the Trust's powers, have been and remain duly authorized by
all necessary action (including without limitation all necessary
approvals and other actions required under the 0000 Xxx) and will not
violate or constitute a default under any applicable law or regulation or
of any decree, order, judgment, agreement or instrument binding on the
Trust or the Portfolios;
(d) no consent of any applicable governmental authority or body
is necessary, except for such consents as have been obtained and are in
full force and effect, and all conditions of which have been duly
complied with; and
(e) this Agreement constitutes a legal, valid and binding
obligation enforceable against the Trust and the Portfolios in accordance
with its terms.
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SECTION 9.2. REPRESENTATIONS OF MANAGER.
The Manager represents, warrants and agrees that:
(a) Manager is a business trust established pursuant to the laws
of the State of Delaware;
(b) Manager is duly registered as an "investment adviser" under
the Investment Advisers Act of 1940 (the "ADVISERS ACT");
(c) Manager has been duly appointed by the Trustees and
Shareholders of the Portfolios to provide investment services to the
Portfolios as contemplated by the Management Contract.
(d) the execution, delivery and performance of this Agreement
are within Manager's powers, have been and remain duly authorized by all
necessary corporate action and will not violate or constitute a default
under any applicable law or regulation or of any decree, order, judgment,
agreement or instrument binding on Manager;
(e) no consent of any applicable governmental authority or body
is necessary, except for such consents as have been obtained and are in
full force and effect, and all conditions of which have been duly
complied with; and
(f) this Agreement constitutes a legal, valid and binding
obligation enforceable against Manager.
SECTION 9.3. REPRESENTATIONS OF SUBADVISER.
Subadviser represents, warrants and agrees that:
(a) Subadviser is a limited partnership established pursuant to
the laws of the State of Delaware;
(b) Subadviser is duly registered as an "investment adviser"
under the Advisers Act;
(c) the execution, delivery and performance of this Agreement
are within Subadviser's powers, have been and remain duly authorized by
all necessary corporate action and will not violate or constitute a
default under any applicable law or regulation or of any decree, order,
judgment, agreement or instrument binding on Subadviser;
(d) no consent of any applicable governmental authority or body
is necessary, except for such consents as have been obtained and are in
full force and effect, and all conditions of which have been duly
complied with; and
(e) this Agreement constitutes a legal, valid and binding
obligation enforceable against Subadviser.
SECTION 9.4. COVENANTS OF SUBADVISER.
(a) Subadviser will promptly notify the Trust and Manager in
writing of the occurrence of any event which is likely to have a material
impact on the performance of its obligations pursuant to this Agreement,
including without limitation:
(i) the occurrence of any event which could
disqualify Subadviser from serving as an investment
adviser of a registered investment company pursuant to
Section 9 (a) of the 1940 Act or otherwise;
(ii) any material change in Subadviser's overall
business activities that may have a material adverse
affect on Subadviser's ability to perform its
obligations under this Agreement;
(iii) any event that would constitute a change in
control (as interpreted under the 0000 Xxx) of
Subadviser;
(iv) any material change in the composition of the
portfolio team of a Portfolio; and
(v) the existence of any pending or threatened
audit, investigation, complaint, examination or other
inquiry (other than routine regulatory examinations or
inspections) relating to the Portfolios conducted by
any state or federal governmental regulatory
authority.
(b) Subadviser agrees that it will promptly supply Manager with
copies of any material changes to any of the documents provided by
Subadviser pursuant to Section 3.1.
(c) Subadviser has provided, and will provide at least annually,
the Trustees and Manager with certificates of insurance setting forth the
amounts of its fidelity bond and errors and omissions coverage.
Subadviser agrees to maintain such bond and coverage or equivalent
coverage during the term of this Agreement, and will not reduce either
amount without the prior written notice to Manager.
SECTION 10. MISCELLANEOUS PROVISIONS
SECTION 10.1. USE OF SUBADVISER'S NAME.
Neither the Trust nor Manager will use the name of Subadviser, or any
affiliate of Subadviser, in any prospectus, advertisement, sales literature or
other communication to the public except with express permission of the
Subadviser; provided that Subadviser may not unreasonably withhold its consent
from the use of its name as required by law.
SECTION 10.2. USE OF TRUST OR MANAGER'S NAME.
Subadviser will not use the name of Manager, the Trust or the Portfolios
in any prospectus, advertisement, sales literature or other communication to the
public except in accordance with express permission of the Manager; provided
that Manager may not unreasonably withhold its consent from the use of its name
as required by law.
SECTION 10.3. SUBADVISER'S RELATIONSHIP.
The Manager, the Trust and the Subadviser are not partners or joint
venturers with each other and nothing in this Agreement shall be construed so as
to make them partners or joint venturers or impose any liability as such on
either of them. The Subadviser shall perform its duties under this Agreement as
an independent contractor and not as an agent of Trust, the Trustees or the
Manager.
SECTION 10.4. AMENDMENTS.
This Agreement may be modified by mutual consent of Manager, Subadviser
and the Portfolios subject to the provisions of Section 15 of the 1940 Act, as
modified by or interpreted by any applicable order or orders of the Commission
or any rules or regulations adopted by, or interpretive releases of, the
Commission.
SECTION 10.5. ENTIRE AGREEMENT.
This Agreement contains the entire understanding and agreement of the
parties with respect to the subject hereof.
SECTION 10.6. CAPTIONS.
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part of the Agreement.
SECTION 10.7. NOTICES.
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the address set forth in this section of the Trust,
Manager or Subadviser, as the case may be, in person or by registered mail or a
private mail or delivery service providing the sender with notice of receipt.
Notice shall be deemed given on the date delivered or mailed in accordance with
this Section 10.7.
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TRUST: Federated Index Trust
Federated Investors Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxx X. XxXxxxxxx, Secretary
Facsimile No.: 000-000-0000
MANAGER: Federated Equity Management Company of Pennsylvania
Federated Investors Tower
0000 Xxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000
Attention: Xxxx Xxxxxx, Portfolio Manager
Facsimile No.:000-000-0000
SUBADVISER: BlackRock Investment Management, LLC
000 Xxxxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: General Counsel
Facsimile No.:000-000-0000
SECTION 10.8. SEVERABILITY.
Should any portion of this Agreement, for any reason, be held to be void
at law or in equity, the Agreement shall be construed, insofar as is possible,
as if such portion had never been contained herein.
SECTION 10.9. GOVERNING LAW.
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the Commonwealth of Pennsylvania (without giving
effect to the choice of law provisions thereof), or any of the applicable
provisions of the 1940 Act. To the extent that the laws of the Commonwealth of
Pennsylvania, or any of the provisions in this Agreement, conflict with
applicable provisions of the 1940 Act, the latter shall control.
SECTION 10.10.LIMITATION OF LIABILITY.
A copy of the Restated and Amended Declaration of Trust establishing the
Trust, dated May 19, 2000, as amended from time to time, together with all
amendments, is on file in the office of the Secretary of the Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is not executed on
behalf of any of the Trustees as individuals and the shareholders, the Trustees,
the officers, the employees or any agent of the Trust shall not be liable for
the Trust's or any Portfolio's obligations hereunder, nor shall the assets of
any Portfolio be used to satisfy the liabilities of any other Portfolio
hereunder. Manager and Subadviser agree to look solely to the assets
attributable to the relevant Portfolio for the payment of any claim against the
Trust hereunder or for the performance thereof.
SECTION 10.11.FURTHER ASSURANCES.
The parties agree (a) to furnish upon request to each other such further
information, (b) to execute and deliver to each other such other documents, and
(c) to do such other acts and things, all as the other party may reasonably
request for the purpose of carrying out the intent of this Agreement and the
documents referred to in this Agreement. In the event that this Agreement is
terminated in accordance with Section 8.2 above, Subadviser agrees to make
reasonable efforts to assist Manager and the Trust in the transition to the
succeeding adviser or subadviser. This Section 10.11 shall survive any
termination of this Agreement.
SECTION 10.12.COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
will be deemed to be an original copy of this Agreement and all of which, when
taken together, will be deemed to constitute one and the same agreement.
SECTION 10.13.PORTFOLIO TRANSACTIONS
Subadviser agrees not to consult with any of the entities listed herein
concerning transactions for a Portfolio in securities or other assets:
a. other subadvisers to a Portfolio, if any;
b. other subadvisers to any other portfolio of the Trust; and
c. other subadvisers to a portfolio under common control with the
Portfolios.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
FEDERATED INDEX TRUST,
on behalf of each series portfolio set
forth on Appendix A
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
FEDERATED EQUITY MANAGEMENT COMPANY OF
PENNSYLVANIA
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President and CEO
BLACKROCK INVESTMENT MANAGEMENT, LLC
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Managing Director
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APPENDIX A
The Portfolios for which Subadviser will provide investment advisory and
administrative services under this Agreement are set forth in the following
table. For the services rendered to each Portfolio, Manager will pay to
Subadviser a fee at an annual rate as set forth in the table below. Manager
shall pay accrued fees to Subadviser each month in accordance with Section 1.5
of the Agreement.
PORTFOLIO ANNUAL RATE
(IN BASIS POINTS)
Federated 1.5 basis points (0.015%) times 80% of the average daily net assets of the portfolio as computed in the manner set forth
Max-Cap in the Trust's Declaration of Trust plus 15 basis points (0.15%) times 20% of the average daily net assets of the
Index Fund portfolio as computed in the manner set forth in the Trust's Declaration of Trust.
Federated 3.0 basis points (0.030%) times the average daily net assets of the portfolio as computed in the manner set forth in the
Mid-Cap Trust's Declaration of Trust.
Index Fund
Federated 3.0 basis points (0.030%) times the average daily net assets of the portfolio as computed in the manner set forth in the
Mini-Cap Trust's Declaration of Trust.
Index Fund
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APPENDIX B
REQUIREMENTS OF INDEX FUND MANAGER
INFORMATION NEEDED IN ORDER TO MONITOR FUNDS ON AN ONGOING BASIS
1) Month-end holdings compared to the Index weightings - received by the 6th
business day of each month
- electronic format
- non-index holdings should be identified
- tracking error analysis from Barra or whatever equivalent system is in
place
- include turnover for previous month
- send to Xxxx Xxxxxx (xxxxxxx@xxxxxxxxxxxx.xxx)
2) Monthly Performance Reports
- Monthly gross performance on all portfolios (Max-Core, Max-Enhanced,
Max-Overall, Mid, & Mini) vs. benchmarks
- Performance calculations over longer time periods (e.g., 3 and 12
months, since inception)
- Performance attribution analysis for enhanced portfolio of Max-Cap
fund
3) Quarterly compliance sign-off (direct to xxxxxxxxx@xxxxxxxxxxxx.xxx)
- in compliance with prospectus/SAI limitations/requirements
- in compliance with sub-adviser and fund code of ethics (report on any
code of ethics violations involving persons with responsibility for our
funds)
- in compliance with all rules regarding affiliate trades (17a-7/17e-
1/affiliated bank/10f-3)
- in compliance with 28(e) safe harbor (soft dollars)
- all positions fully reconciled between custodian/fund
accountant/trading system
- all securities lending activity in compliance with contract terms.
4) Quarterly reports for Funds' Board of Directors/Marketing (direct to
xxxxxxxxx@xxxxxxxxxxxx.xxx)
- commentary on markets and review summary statistics: sector weights,
top holdings, median p/e, median market cap. (due the 3rd business day
after each calendar quarter end)
- details/discussion of any derivative exposure (due approx 20th of the
month following calendar quarter end)
- information on all affiliate trades occurring during the quarter (17a-
7/17e-1/affiliated bank/10f-3)
- summary of brokerage activity for the quarter (due approx 20th of the
month following calendar quarter end)
Brokerage report should reflect activity by fund and include: for each
broker, total quarterly commissions paid, total principal volume
transacted, the breakdown of these transactions into soft dollars,
proprietary research, ECNs, and other execution.
- soft dollar activity for the quarter (due approx 20th of the month
following calendar quarter end)
Soft dollar report should reflect activity by fund and include: for each
broker, total annual soft dollar commitment, description of services
provided and how they are used, ratio of soft dollars to commissions for
each service/relationship.
5) Quarterly compliance reports for Funds' Board of Directors and all
required documentation. Direct to xxxxxxxxx@xxxxxxxxxxxx.xxx (due
approx 20th of the month following calendar quarter end)
6) Annual brokerage/soft dollars
- summary of brokerage activity for the calendar year (due approx Jan.
25th )
Brokerage report should reflect activity by fund and include: for each
broker, total annual commissions paid, total principal volume transacted,
the breakdown of these transactions into soft dollars, proprietary
research, ECNs, and other execution.
- soft dollar activity for the calendar year (due approx Jan 25th)
Soft dollar report should reflect activity by fund and include: for each
broker, total annual soft dollar commitment, description of services
provided and how they are used, ratio of soft dollars to commissions for
each service/relationship
7) Annual info on brokerage (November 1 through October 31) for
prospectus/SAI update
- report should reflect activity by fund and include: total commission
dollars attributed to soft dollar arrangements and proprietary research
as well as total principal volume for those transactions attributed to
soft dollars and/or proprietary research.
8) Annual/semi-annual Form N-SAR and review of Portfolio of Investments
- certification as to the accuracy of the portfolio of investments and
responses to Form N-SAR.
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