EXHIBIT 5.12
SUBADVISORY AGREEMENT
SUBADVISORY AGREEMENT
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This Subadvisory Agreement (this "Agreement") is entered into as of the
15th day of December, 1999 by and between Phoenix Variable Advisors, a Delaware
corporation (the "Adviser") and Federated Investment Management Company, a
Delaware business trust ("FIMCO").
RECITALS:
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A. The Adviser has entered into an advisory agreement dated December 15,
1999 (the "Advisory Agreement") with The Phoenix Edge Series Fund, a
Massachusetts business trust (the "Trust"), pursuant to which the
Adviser provides portfolio management services to the series of the
Trust set forth on Schedule 1 to this Agreement (each a "Fund" and
collectively the "Funds");
B. The Advisory Agreement provides that the Adviser may delegate any or
all of its portfolio management responsibilities under the Advisory
Agreement to one or more subadvisers; and
C. The Adviser and the Board of Trustees (the "Board") of the Trust desire
to retain FIMCO to render portfolio management services in the manner
and on the terms set forth in this Agreement.
AGREEMENT:
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NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Adviser and FIMCO agree as follows:
SECTION 1. APPOINTMENT OF SUBADVISER.
The Adviser hereby appoints FIMCO as subadviser for each Fund and
authorizes FIMCO, in its discretion and without prior consultation with the
Adviser, to invest and manage each Fund's portfolio of Securities in accordance
with such Fund's stated investment objective to the fullest extent permitted by:
(a) the Fund's investment policies, limitations, procedures and
guidelines set forth in the documents listed on Schedules 2 and 3 to
this Agreement;
(b) any additional objectives, policies or guidelines established by
the Adviser or by the Board that have been furnished in writing to
FIMCO;
(c) the provisions of the Investment Company Act of 1940 (the "1940
Act") and the rules and regulations thereunder applicable to the Fund,
including rule 2a-7 promulgated thereunder ("Rule 2a-7"); and
(d) the provisions of Subchapter M of the Internal Revenue Code ("IRC")
applicable to "regulated investment companies."
For purposes of this Agreement, "Securities" include any investment permitted
under the foregoing policies, limitations, procedures, guidelines, laws or
regulations. Subject to the supervision of the Adviser and the Board, the
Adviser authorizes FIMCO to determine the structure and composition of the
Fund's portfolio, including the purchase, retention and disposition of, and
exercise of all rights pertaining to, the Securities comprising the portfolio.
FIMCO accepts its appointment as a subadviser to the Adviser and agrees to
provide an investment program for the Fund consistent with its investment
objectives based upon the development, review and adjustment of buy/sell
strategies approved from time to time by the Board of Trustees and Adviser. In
managing the Fund FIMCO agrees to use its best professional judgment to make
investment decisions for the Fund in accordance with the provisions of this
Agreement.
FIMCO agrees to attendance by appropriate representatives of the Adviser at
meetings reasonably requested by the Adviser or Trustees at such time(s) and
location(s) as reasonably requested by the Adviser or Trustees. FIMCO also
agrees to reasonable participation, reasonable assistance and support in
marketing the Series, including, without limitation, meetings with pension fund
representatives, broker/dealers who have a sales agreement with Phoenix Equity
Planning Corporation, and other parties as reasonably requested by the Adviser.
To the extent applicable, FIMCO will cooperate (in establishing proxy handling
procedures acceptable to Investment Manager) with such authorized representative
of the Trust granted authority to vote proxies solicited by or with respect to
the issuers of securities in which Fund assets are invested.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
SECTION 2.1. REPRESENTATIONS AND WARRANTIES OF FIMCO
FIMCO represents and warrants to Adviser as follows:
(a) FIMCO is a business trust duly organized, validly existing, and in
good standing under the laws of the State of Delaware.
(b) This Agreement constitutes the legal, valid, and binding obligation
of FIMCO, enforceable against FIMCO in accordance with its terms. FIMCO
has the absolute and unrestricted right, power, and authority to
execute and deliver this and to perform its obligations under this
Agreement.
(c) Neither the execution and delivery of this Agreement by FIMCO nor
the performance of any of its obligations hereunder will give any
person the right to prevent, delay, or otherwise interfere with the
performance of such obligations pursuant to:
(i) any provision of FIMCO's Declaration of Trust or By-Laws;
(ii) any resolution adopted by the board of trustees or the
shareholders of FIMCO;
(iii) any law, regulation or administrative or court order to
which FIMCO may be subject; or
(iv) any contract to which FIMCO is a party or by which FIMCO may
be bound.
FIMCO is not and will not be required to obtain any consent from any
person in connection with the execution and delivery of this Agreement
or the performance of any obligations hereunder.
(d) FIMCO is registered with the Securities and Exchange Commission
("SEC") as an investment adviser under the Investment Advisers Act of
1940 (the "Advisers Act") and is registered or licensed as an
investment adviser under the laws of all jurisdictions in which its
activities require it to be so registered or licensed, except where the
failure to be so licensed would not have a material adverse effect on
its business.
(e) FIMCO has furnished to the Adviser true and complete copies of all
the documents listed on Schedule 3 to this Agreement.
SECTION 2.2. REPRESENTATIONS AND WARRANTIES OF THE ADVISER
The Adviser represents and warrants to FIMCO as follows:
(a) The Adviser is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Delaware.
(b) This Agreement constitutes the legal, valid, and binding obligation
of the Adviser, enforceable against the Adviser in accordance with its
terms. the Adviser has the absolute and unrestricted right, power, and
authority to execute and deliver this and to perform its obligations
under this Agreement.
(c) Neither the execution and delivery of this Agreement by the Adviser
nor the performance of any of its obligations hereunder will give any
person the right to prevent, delay, or otherwise interfere with the
performance of such obligations pursuant to:
(i) any provision of the Adviser's Declaration of Trust or
By-Laws;
(ii) any resolution adopted by the board of trustees or the
shareholders of the Adviser;
(iii) any law, regulation or administrative or court order to which
the Adviser may be subject; or
(iv) any contract to which the Adviser is a party or by which the
Adviser may be bound.
Except for the approval of the Board and of each Fund's shareholders as
required by Section 15 of the 1940 Act, the Adviser is not and will not
be required to obtain any consent from any person in connection with
the execution and delivery of this Agreement or the performance of any
obligations hereunder.
(d) The Adviser is registered with the SEC as an investment adviser
under the Advisers Act and is registered or licensed as an investment
adviser under the laws of all jurisdictions in which its activities
require it to be so registered or licensed, except where the failure to
be so licensed would not have a material adverse effect on its
business.
(e) The Adviser has furnished to FIMCO true and complete copies of all
the documents listed on Schedule 2 to this Agreement.
(f) Adviser will deliver to FIMCO any limitations imposed upon the Fund
as a result of relevant diversification requirements under the
provisions of Section 817(h) of the Internal Revenue Code of 1986, as
amended.
SECTION 3. CONDITIONS TO AGREEMENT.
FIMCO's and the Adviser's obligations under this Agreement are subject
to the satisfaction of the following conditions precedent:
(a) Receipt by FIMCO of a certificate of an officer of Trust stating
that (i) this Agreement and the Advisory Agreement have been approved
by the vote of a majority of the trustees who are not interested
persons of FIMCO or the Adviser, cast in person at a meeting of the
Board call for the purpose of voting on such approval, and (ii) this
Agreement and the Advisory Agreement have been approved by the vote of
a majority of the outstanding voting securities of the Trust;
(b) Receipt by FIMCO of certified copies of instructions from the Trust
to its custodian designating the persons specified by FIMCO as
"Authorized Persons" under the Fund's custody agreement;
(c) The Trust's execution and delivery of a limited power of attorney
in favor of FIMCO, in a form mutually agreeable to FIMCO, the Adviser
and the Board;
(d) Receipt by FIMCO of Board resolutions, certified by an officer of
the Trust, adopting all procedures and guidelines listed on Schedule 3
to this Agreement and identified as required by Rule 2a-7 or any other
exemptive rule or order that is or will become applicable to any Fund;
(e) Receipt by FIMCO of complete copies, certified by an officer of the
Trust, of all other policies procedures, guidelines, and codes listed
on Schedule 2 to this Agreement; and
(f) Any other documents, certificates or other instruments that FIMCO
or the Adviser may reasonable request from the Trust.
SECTION 4. COMPENSATION.
For the services provided under this Agreement, the Adviser will pay to
FIMCO a fee at the annual rate set forth opposite each Fund's name on Schedule 1
multiplied times such Fund's average daily net assets. Such fee will accrue
daily and will be paid monthly to FIMCO on or before the last business day of
the next succeeding calendar month. If this Agreement is effective for only a
portion of a month, the fee will be prorated for the portion of such month
during which this Agreement is in effect.
SECTION 5. INFORMATION AND REPORTS.
(a) The Adviser will promptly notify FIMCO of any material change in
any of the documents listed on Schedule 2 to this Agreement and will
provide FIMCO with copies of any such modified document. The Adviser
will also provide FIMCO with a list, to the best of the Adviser's
knowledge, of all affiliated persons of Adviser (and any affiliated
person of such an affiliated person) and will promptly update the list
whenever the Adviser becomes aware of any additional affiliated
persons.
(b) FIMCO will maintain books and records relating to its management of
the Fund under its customary procedures and in compliance with
applicable regulations under the 1940 Act and the Advisers Act. FIMCO
will permit the Adviser to inspect such books and records at all
reasonable times during normal business hours, upon reasonable notice.
Prior to each Board meeting, FIMCO will provide the Adviser and the
Board with reports regarding its management of the Fund during the
interim period, in such form as may be mutually agreed upon by FIMCO
and the Adviser. FIMCO will also provide the Adviser with any
information regarding its management of the Fund required for any
shareholder report, amended registration statement or prospectus
supplement filed by the Fund with the SEC. FIMCO will keep the Trust
and the Adviser informed of developments materially affecting the Fund,
and will, on its own initiative, furnish the Fund and the Advisor from
time to time with whatever information FIMCO believes is appropriate
for this purpose.
(c) FIMCO shall also furnish Adviser with Quarterly reports, in form
and substance acceptable to the Advisor, with respect to:
(i) compliance with FIMCO's code of ethics, and the Adviser's code
of ethics, subject to approval by FIMCO of Adviser's code of
ethics;
(ii) compliance with procedures, as are agreed to by FIMCO,
relative to securities eligible for resale under Rule 144A
under the Securities Act of 1933, as amended;
(iii) diversification of Fund assets in accordance with the then
prevailing prospectus and statement of additional information
pertaining to the Fund and governing laws;
(iv) compliance with any Fund limitations regarding the acquisition
of illiquid securities;
(v) any and all other reports reasonably requested in accordance
with or described in this Agreement; and,
(vi) the implementation of the Fund investment program, including,
without limitation, a review and discussion of Fund
performance.
(d) FIMCO will be responsible for the preparation and filing of
Schedule 13G and Form 13F with respect to assets of the Fund managed by
FIMCO.
(e) FIMCO will assist the recordkeeping agent for the Trust in finding
appropriate parties to determine or confirm the value of any
securities or other assets in the Fund for which the recordkeeping
agent seeks assistance from the Adviser. The parties agree that,
consistent with applicable law, FIMCO will not bear responsibility for
the determination of value of any such securities or other assets.
(f) FIMCO agrees that such records are the property of the Trust, and
shall be made reasonably available for inspections by the Fund or the
Adviser as agent of the Trust, and will surrender such records within a
reasonable time after request by either.
(g) Each party agrees that information obtained from the other during
the course of this agreement will only be used in furtherance of
performance of its obligations under this agreement.
SECTION 6. NONEXCLUSIVE AGREEMENT; ALLOCATION OF TRANSACTIONS.
(a) The investment management services provided by FIMCO hereunder are
not to be deemed to be exclusive, and FIMCO shall be free to render
similar services to other advisers, investment companies, and other
types of clients.
(b) To the extent consistent with applicable law, FIMCO may aggregate
purchase or sell orders for the Fund with contemporaneous purchase or
sell orders of other clients of FIMCO or its affiliated persons. In
such event, allocation of the Securities so purchased or sold, as well
as the expenses incurred in the transaction, will be made by FIMCO in
the manner FIMCO considers to be the most equitable and consistent with
its and its affiliates' fiduciary obligations to the Fund and to such
other clients. The Adviser hereby acknowledges that such aggregation of
orders may not result in a more favorable price or lower brokerage
commissions in all instances.
(c) FIMCO will place purchase and sell orders for the Fund with or
through such banks, brokers, dealers, futures commission merchants or
other firms dealing in Securities ("Brokers") as it determines, which
may include Brokers that are affiliated persons of
FIMCO, provided such orders are exempt from the provisions of Section
17(a), (d) and (e) of the 1940 Act. FIMCO will use its best efforts to
obtain execution of transactions for the Fund at prices which are
advantageous to the Fund and at commission rates that are reasonable in
relation to the services received. FIMCO may, however, select Brokers
on the basis that they provide brokerage, research or other services or
products to the Fund and/or other clients of FIMCO and its affiliated
persons. In selecting Brokers, FIMCO may also consider the reliability,
integrity and financial condition of the Broker, and the size of and
difficulty in executing the order.
SECTION 7. FUND EXPENSES.
Each Fund 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 and similar expenses. Each
Fund 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 officer and
Trustees and agents with respect thereto. Each Fund will promptly reimburse
FIMCO for any such expense to the extent advanced by FIMCO. In no event will
FIMCO have any obligation to pay any of the Funds' expenses, including without
limitation, the expenses of organizing the Trust and continuing its existence;
fees and expenses of Trustees and officers of the Trust; fees for administrative
personnel and services; expenses incurred in the distribution of its shares
("Shares"), including expenses of administrative support services; fees and
expenses of preparing and printing its Registration Statements under the
Securities Act of 1933 and the 1940 Act; expenses of registering and qualifying
the Trust, the Funds, and Shares of the Funds under federal and state laws and
regulations; expenses of preparing, printing, and distributing prospectuses (and
any amendments thereto) to shareholders; interest expense, taxes, fees, and
commissions of every kind; expenses of issue (including cost of Share
certificates), purchase, repurchase, and redemption of Shares; charges and
expenses of custodians, transfer agents, dividend disbursing agents, shareholder
servicing agents, and registrars; printing and mailing costs, auditing,
accounting, and legal expenses; reports to shareholders and governmental
officers and commissions; expenses of meetings of Trustees and shareholders and
proxy solicitations therefor; insurance expenses; association membership dues
and such nonrecurring items as may arise, including all losses and liabilities
incurred in administering the Trust and the Funds.
SECTION 8. LIMITATION OF LIABILITY.
(a) In the absence of willful misfeasance, bad faith or gross
negligence on the part of FIMCO, or of reckless disregard by FIMCO of
its obligations and duties hereunder, FIMCO shall not be subject to any
liability to the Adviser, the Fund, the Trust, any shareholder of the
Fund, or to any person, firm or organization. Without limiting the
foregoing, FIMCO shall not have any liability whatsoever for any
investment losses incurred by a Fund, or arising from transactions by a
Fund, prior to the date on which FIMCO assumes responsibility for the
management of the Fund's portfolio.
(b) The Adviser, the Trust, and the Fund are hereby expressly put on
notice of the limitation of liability as set forth in the Declaration
of Trust of FIMCO and agree that the obligations assumed by FIMCO
pursuant to this Agreement will be limited in any case to FIMCO and its
assets and the Adviser, the Trust, and the Fund shall not seek
satisfaction of any such obligation from the shareholders of FIMCO, the
trustees of FIMCO, officers, employees or agents of FIMCO, or any of
them.
SECTION 9. PRICING.
The Adviser and the Fund hereby acknowledge that FIMCO is not
responsible for pricing portfolio Securities, and that the Adviser, the Trust,
the Fund, and FIMCO will rely on the pricing agent chosen by the Board of the
Trust for prices of Securities, for any purposes.
SECTION 10. TERM.
This Agreement shall begin as of the date of its execution and shall
continue in effect for a period of two years from the date hereof and thereafter
for successive periods of one year, subject to the provisions for termination
and all of the other terms and conditions hereof if such continuance is
specifically approved at least annually in conformity with the requirements of
the 1940 Act; provided, however, that this Agreement may be terminated by the
Fund at any time, without the payment of any penalty, by the Board or by vote of
a majority of the outstanding voting securities (as defined in the 0000 Xxx) of
the Fund, or by the Adviser or FIMCO at any time, without the payment of any
penalty, on not more than 60 days' nor less than 30 days' written notice to the
other party. This Agreement will terminate automatically in the event of its
assignment (as defined in the 0000 Xxx) or upon the termination of the Adviser's
management agreement with the Trust.
SECTION 11. LIMITED POWER OF ATTORNEY.
Subject to any other written instructions of the Adviser or the Trust,
FIMCO is hereby appointed the Trust's agent and attorney-in-fact for the limited
purposes of executing account documentation, agreements, contracts and other
documents as FIMCO shall be requested by brokers, dealers, counter parties and
other persons in connection with its management of the Fund's assets. The
Adviser hereby ratifies and confirms as good and effectual, at law or in equity,
all that FIMCO and its officers and employees, may do in its capacity as
attorney-in-fact. However, nothing herein shall be construed as imposing a duty
on FIMCO to act or assume responsibility for any matters in its capacity as
attorney-in-fact for the Fund. Any person, partnership, corporation or other
legal entity dealing with FIMCO in its capacity as attorney-in-fact hereunder
for the Trust is hereby expressly put on notice that FIMCO is acting solely in
the capacity as an agent of the Trust and that any such person, partnership,
corporation or other legal entity must look solely to the Fund for enforcement
of any claim against Fund, as FIMCO assumes no personal liability whatsoever for
obligations of the Fund entered into by FIMCO in its capacity as
attorney-in-fact for the Trust.
SECTION 12. GENERAL PROVISIONS
SECTION 12.1. NOTICES
All notices or other communications required of permitted to be given
hereunder shall be in writing and shall be delivered or sent by
pre-paid first class letter post to the following addresses or to such
other address as the relevant addressee shall hereafter notify for such
purpose to the others by notice in writing and shall be deemed to have
been given at the time of delivery.
If to the Adviser: PHOENIX VARIABLE ADVISORS
One American Row
Hartford, Connecticut
Attention: Xxxxxx Xxxxxx
If to FMICO: FEDERATED INVESTMENT MANAGEMENT CO.
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxx
SECTION 12.2. 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.
SECTION 12.3. WAIVER
The rights and remedies of the parties to this Agreement are cumulative
and not alternative. Neither the failure nor any delay by any party in
exercising any right, power, or privilege under this Agreement or the documents
referred to in this Agreement will operate as a waiver of such right, power, or
privilege, and no single or partial exercise of any such right, power, or
privilege will preclude any other or further exercise of such right, power, or
privilege or the exercise of any other right, power, or privilege. To the
maximum extent permitted by applicable law, (a) no claim or right arising out of
this Agreement or the documents referred to in this Agreement can be discharged
by one party, in whole or in part, by a waiver or renunciation of the claim or
right unless in writing signed by the other party; (b) no waiver that may be
given by a party will be applicable except in the specific instance for which it
is given; and (c) no notice to or demand on one party will be deemed to be a
waiver of any obligation of such party or of the right of the party giving such
notice or demand to take further action without notice or demand as provided in
this Agreement or the documents referred to in this Agreement.
SECTION 12.4. ENTIRE AGREEMENT AND MODIFICATION
This Agreement supersedes all prior agreements between the parties with
respect to its subject matter and constitutes (along with the documents referred
to in this Agreement) a complete and exclusive statement of the terms of the
agreement between the parties with respect
to its subject matter. This Agreement may not be amended except by a written
agreement executed by the party to be charged with the amendment.
SECTION 12.5. ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS
Neither party may assign any of its rights under this Agreement without
the prior consent of the other parties. Subject to the preceding sentence, this
Agreement will apply to, be binding in all respects upon, and inure to the
benefit of the successors and permitted assigns of the parties. Nothing
expressed or referred to in this Agreement will be construed to give any person
other than the parties to this Agreement any legal or equitable right, remedy,
or claim under or with respect to this Agreement or any provision of this
Agreement. This Agreement and all of its provisions and conditions are for the
sole and exclusive benefit of the parties to this Agreement and their successors
and assigns.
SECTION 12.6. SEVERABILITY
If any provision of this Agreement is held invalid or unenforceable by
any court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.
SECTION 12.7. SECTION HEADINGS, CONSTRUCTION
The headings of Sections in this Agreement are provided for convenience
only and will not affect its construction or interpretation. All references to
"Section" or "Sections" refer to the corresponding Section or Sections of this
Agreement. All words used in this Agreement will be construed to be of such
gender or number as the circumstances require. Unless otherwise expressly
provided, the word "including" does not limit the preceding words or terms.
SECTION 12.8. GOVERNING LAW
This Agreement will be governed by the laws of the State of
Pennsylvania without regard to conflicts of laws principles.
SECTION 12.9. 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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed
on their behalf by their duly authorized officers as of the date first above
written.
PHOENIX VARIABLE ADVISORS
By: _______________________
Title:
ACCEPTED:
FEDERATED INVESTMENT MANAGEMENT COMPANY
By: ______________________
Title:
SCHEDULE 1 - FUNDS AND SUBADVISORY FEES
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Name of Series Subadvisory Fee
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Phoenix-Federated U.S. Government Bond Series 0.30% first $25 million
0.25% next $25 million
0.20% next $20 million
Negotiable above $100 million
SCHEDULE 2 - FUND DOCUMENTATION
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1. Trust's [Articles of Incorporation] [Declaration of Trust] and Bylaws.
2. Currently effective registration statement for each class of each Fund's
shares and any pending amendments to such registration statement.
3. Any supplements to any prospectus or statement of additional information
for any class of any Fund's shares.
4. Custody Agreement between the Trust and ________________________, as
Custodian for the Portfolio's securities, including information as to:
[bullet] the Portfolio's nominee,
[bullet] the Federal tax identification numbers of the Portfolio and its
nominee,
[bullet] all routing, bank, participant and account numbers and other
information necessary to provide proper instructions for transfer
and delivery of Securities to the Portfolio's accounts at the
Custodian,
[bullet] the name, address, phone and fax number of the Custodian's
employees responsible for the Portfolio's accounts, and
[bullet] the Portfolio's pricing service and contact persons.
5. All policies, procedures, guidelines and codes adopted by the Board under
the 1940 Act or any regulation thereunder, including:
[bullet] Rule 2a-7 (if the Portfolio holds itself out as a "money market
fund"),
[bullet] Rule 10f-3 (relating to affiliated underwriting syndicates),
[bullet] Rule 17a-7 (relating to interfund transactions),
[bullet] Rule 17e-1 (relating to transactions with affiliated Brokers),
[bullet] Rule 17f-4 (relating to securities held in securities
depositories),
[bullet] Rule 17j-1 (relating to a code of ethics), and
[bullet] Rule 17f-5 (relating to foreign custody).
6. All SEC exemptive orders applicable to the Portfolio, and all procedures
and guidelines adopted by the Board under the terms of such orders.
7. All procedures and guidelines adopted by the Board or the Manager
regarding:
[bullet] Repurchase agreements,
[bullet] Evaluating the liquidity of securities, include restricted
securities, municipal leases and stripped U.S. government
securities,
[bullet] Segregation of liquid assets in connection with reverse repurchase
agreements, firm commitments, standby commitments, short sales,
options and futures agreements,
[bullet] Derivative contracts and securities, and
[bullet] Affiliated bank procedures.
8. Any master agreements that the Trust has entered into on behalf of the
Portfolio, including:
[bullet] Master Repurchase Agreement,
[bullet] Master Futures and Options Agreements,
[bullet] Master Foreign Exchange Netting Agreements, and
[bullet] Master Swap Agreements.
9. Blue Sky undertakings.
10. CFTC Rule 4.5 letter.
11. Schedule of the current year's Board meetings, and the reports needed by
the Board.
12. Pricing and performance calculation entities and contact persons.
SCHEDULE 3 - SUBADVISER DOCUMENTATION
-------------------------------------
1. Part II of FIMCO's Form ADV most recently filed with the SEC.
2. Guidelines and procedures required by Rule 2a-7, consisting of:
[bullet] Forms of resolutions authorizing use of the amortized cost method,
[bullet] Amortized Cost Procedures, and
[bullet] Federated Investment Adviser Guidelines
3. Procedures and checklists required by the following exemptive rules and
orders under under the 1940 Act:
[bullet] Rule 10f-3 (relating to affiliated underwriting syndicates),
[bullet] Rule 17a-7 (relating to interfund transactions),
[bullet] Rule 17e-1 (relating to transactions with affiliated Brokers),
[bullet] Rule 17f-4 (relating to securities held in securities
depositories),
[bullet] Rule 17j-1 (relating to a code of ethics),
[bullet] Release No. IC-22903 (granting an exemption for the use of "core
funds"),
[bullet] Release No. IC-22313 (granting an exemption for the purchase of
affiliated money market funds)
[bullet] Release Nos. IC-16602 and IC-19816 (granting an exemption for
certain transactions with affiliated banks), and
[bullet] Release No. IC-15243 (granting an exemption permitting the
purchase of insurance from an affiliate and the settlement of
claims therefrom).
4. Procedures and checklist required
5. All exemptive orders granted by the SEC that will become applicable to the
Portfolio, and the procedures and guidelines followed by FIMCO in
accordance therewith.
