Exhibit (d)(xxiii) under Form N-1A
Exhibit (10) under Item 601/Reg.
S-K
FEDERATED INSURANCE SERIES
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between Federated Investment Management
Company, a Delaware business trust (hereinafter referred to as "Adviser")
and Federated Global Investment Management Corp., a Delaware corporation
having its principal place of business in New York, New York (hereinafter
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 Xxxxxxxx Fund II (the "Fund"),
a portfolio of Federated Insurance Series ("Trust"), 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 Trust to
the Adviser on behalf of the Fund 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 Trust to the Adviser on behalf of the Fund.
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 Trust on behalf of the Fund, voluntarily declare to be effective.
3. This Agreement shall begin for a Fund on the date that the
parties execute an exhibit to this Agreement relating to such Fund and
shall continue in effect for a 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 Trustees of the Trust, including a majority of the
Trustees who are not parties to this Agreement or interested persons of
any such party (other than as Trustees of the Trust) cast in person at a
meeting called for that purpose; and (b) Adviser shall not have notified
the Trust 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
Trustees of the Trust 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
Trustees of the Trust 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 Trustees of the Trust, including a majority
of Trustees 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.
8. Sub-Adviser agrees to maintain the security and
confidentiality of nonpublic personal information ("NPI") of Fund
customers and consumers, as those terms are defined in Xxxxxxxxxx X-X, 00
XXX Part 248. Adviser agrees to use and redisclose such NPI for the
limited purposes of processing and servicing transactions; for specific
law enforcement and miscellaneous purposes; and to service providers or in
connection with joint marketing arrangements directed by the Fund, in each
instance in furtherance of fulfilling Adviser's obligations under this
Agreement and consistent with the exceptions provided in 17 CFR Sections
248.14, 248.15 and 248.13, respectively.
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of March 1, 2002, that
Federated Insurance Series, a Trust duly organized under the laws of the
Commonwealth of Massachusetts (the "Trust"), does hereby nominate,
constitute and appoint Federated Global Investment Management Corp., a
corporation duly organized under the laws of the Delaware (the
"Subadviser"), to act hereunder as the true and lawful agent and
attorney-in-fact of the Trust, acting on behalf of each of the series
portfolios for which the Subadviser acts as investment adviser shown on
Schedule 1 attached hereto and incorporated by reference herein (each such
series portfolio being hereinafter referred to as a "Fund" and
collectively as the "Funds"), for the specific purpose of executing and
delivering all such agreements, instruments, contracts, assignments, bond
powers, stock powers, transfer instructions, receipts, waivers, consents
and other documents, and performing all such acts, as the Subadviser may
deem necessary or reasonably desirable, related to the acquisition,
disposition and/or reinvestment of the funds and assets of a Fund of the
Trust in accordance with Subadviser's supervision of the investment, sale
and reinvestment of the funds and assets of each Fund pursuant to the
authority granted to the Subadviser as investment adviser of each Fund
under that certain subadvisory contract dated March 1, 2002 by and between
the Subadviser and the Trust (such subadvisory contract, as may be
amended, supplemented or otherwise modified from time to time is
hereinafter referred to as the "Subadvisory Contract").
The Subadviser shall exercise or omit to exercise the powers and
authorities granted herein in each case as the Subadviser in its sole and
absolute discretion deems desirable or appropriate under existing
circumstances. The Trust hereby ratifies and confirms as good and
effectual, at law or in equity, all that the Subadviser, and its officers
and employees, may do by virtue hereof. However, despite the above
provisions, nothing herein shall be construed as imposing a duty on the
Subadviser to act or assume responsibility for any matters referred to
above or other matters even though the Subadviser may have power or
authority hereunder to do so. Nothing in this Limited Power of Attorney
shall be construed (i) to be an amendment or modifications of, or
supplement to, the Subadvisory Contract, (ii) to amend, modify, limit or
denigrate any duties, obligations or liabilities of the Subadviser under
the terms of the Subadvisory Contract or (iii) exonerate, relieve or
release the Subadviser any losses, obligations, penalties, actions,
judgments and suits and other costs, expenses and disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against the Subadviser (x) under the terms of the Subadvisory Contract or
(y) at law, or in equity, for the performance of its duties as the
investment adviser of any of the Funds.
The Trust hereby agrees to indemnify and save harmless the
Subadviser and its trustees, officers and employees (each of the foregoing
an "Indemnified Party" and collectively the "Indemnified Parties") against
and from any and all losses, obligations, penalties, actions, judgments
and suits and other costs, expenses and disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against
an Indemnified Party, other than as a consequence of gross negligence or
willful misconduct on the part of an Indemnified Party, arising out of or
in connection with this Limited Power of Attorney or any other agreement,
instrument or document executed in connection with the exercise of the
authority granted to the Subadviser herein to act on behalf of the Trust,
including without limitation the reasonable costs, expenses and
disbursements in connection with defending such Indemnified Party against
any claim or liability related to the exercise or performance of any of
the Subadviser's powers or duties under this Limited Power of Attorney or
any of the other agreements, instruments or documents executed in
connection with the exercise of the authority granted to the Subadviser
herein to act on behalf of the Trust, or the taking of any action under or
in connection with any of the foregoing. The obligations of the Trust
under this paragraph shall survive the termination of this Limited Power
of Attorney with respect to actions taken by the Subadviser on behalf of
the Trust during the term of this Limited Power of Attorney. No Fund
shall have any joint or several obligation with any other Fund to
reimburse or indemnify an Indemnified Party for any action, event, matter
or occurrence performed or omitted by or on behalf of the Subadviser in
its capacity as agent or attorney-in-fact of Trust acting on behalf of any
other Fund hereunder.
Any person, partnership, Trust or other legal entity dealing with
the Subadviser in its capacity as attorney-in-fact hereunder for the Trust
is hereby expressly put on notice that the Subadviser is acting solely in
the capacity as an agent of the Trust and that any such person,
partnership, Trust or other legal entity must look solely to the Trust in
question for enforcement of any claim against the Trust, as the Subadviser
assumes no personal liability whatsoever for obligations of the Trust
entered into by the Subadviser in its capacity as attorney-in-fact for the
Trust.
Each person, partnership, Trust or other legal entity which deals
with a Fund of the Trust through the Subadviser in its capacity as agent
and attorney-in-fact of the Trust, is hereby expressly put on notice (i)
that all persons or entities dealing with the Trust must look solely to
the assets of the Fund of the Trust on whose behalf the Subadviser is
acting pursuant to its powers hereunder for enforcement of any claim
against the Trust, as the Directors, officers and/or agents of such Trust,
the shareholders of the various classes of shares of the Trust and the
other Funds of the Trust assume no personal liability whatsoever for
obligations entered into on behalf of such Fund of the Trust, and (ii)
that the rights, liabilities and obligations of any one Fund are separate
and distinct from those of any other Fund of the Trust.
The execution of this Limited Power of Attorney by the Trust acting
on behalf of the several Funds shall not be deemed to evidence the
existence of any express or implied joint undertaking or appointment by
and among any or all of the Funds. Liability for or recourse under or
upon any undertaking of the Subadviser pursuant to the power or authority
granted to the Subadviser under this Limited Power of Attorney under any
rule of law, statute or constitution or by the enforcement of any
assessment or penalty or by legal or equitable proceedings or otherwise
shall be limited only to the assets of the Fund of the Trust on whose
behalf the Subadviser was acting pursuant to the authority granted
hereunder.
The Trust hereby agrees that no person, partnership, Trust or other
legal entity dealing with the Subadviser shall be bound to inquire into
the Subadviser's power and authority hereunder and any such person,
partnership, Trust or other legal entity shall be fully protected in
relying on such power or authority unless such person, partnership, Trust
or other legal entity has received prior written notice from the Trust
that this Limited Power of Attorney has been revoked. This Limited Power
of Attorney shall be revoked and terminated automatically upon the
cancellation or termination of the Subadvisory Contract between the Trust
and the Subadviser. Except as provided in the immediately preceding
sentence, the powers and authorities herein granted may be revoked or
terminated by the Trust at any time provided that no such revocation or
termination shall be effective until the Subadviser has received actual
notice of such revocation or termination in writing from the Trust.
This Limited Power of Attorney constitutes the entire agreement
between the Trust and the Subadviser, may be changed only by a writing
signed by both of them, and shall bind and benefit their respective
successors and assigns; provided, however, the Subadviser shall have no
power or authority hereunder to appoint a successor or substitute attorney
in fact for the Trust.
This Limited Power of Attorney shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania without
reference to principles of conflicts of laws. If any provision hereof, or
any power or authority conferred upon the Subadviser herein, would be
invalid or unexercisable under applicable law, then such provision, power
or authority shall be deemed modified to the extent necessary to render it
valid or exercisable while most nearly preserving its original intent, and
no provision hereof, or power or authority conferred upon the Subadviser
herein, shall be affected by the invalidity or the non-exercisability of
another provision hereof, or of another power or authority conferred
herein.
This Limited Power of Attorney may be executed in as many identical
counterparts as may be convenient and by the different parties hereto on
separate counterparts. This Limited Power of Attorney shall become
binding on the Trust when the Trust shall have executed at least one
counterpart and the Subadviser shall have accepted its appointment by
executing this Limited Power of Attorney. Immediately after the execution
of a counterpart original of this Limited Power of Attorney and solely for
the convenience of the parties hereto, the Trust and the Subadviser will
execute sufficient counterparts so that the Subadviser shall have a
counterpart executed by it and the Trust, and the Trust shall have a
counterpart executed by the Trust and the Subadviser. Each counterpart
shall be deemed an original and all such taken together shall constitute
but one and the same instrument, and it shall not be necessary in making
proof of this Limited Power of Attorney to produce or account for more
than one such counterpart.
IN WITNESS WHEREOF, the Trust has caused this Limited Power of
Attorney to be executed by its duly authorized officer as of the date
first written above.
FEDERATED INSURANCE SERIES
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Accepted and agreed to March 1, 2002
FEDERATED GLOBAL INVESTMENT
MANAGEMENT CORP.
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
---------------------------------
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Schedule 1
to Limited Power of Attorney
dated as of March 1, 2002
by Federated Insurance
(the Trust "), acting on
behalf of each of the series portfolios
listed below, and appointing
Federated Global Investment Management Corp.
the attorney-in-fact of the
Trust
List of Series Portfolios
Federated Xxxxxxxx Fund II
