Exhibit 5(vi) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FIXED INCOME SECURITIES, INC.
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between Federated Advisers, a Delaware business
trust (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 Strategic Income Fund (the "Fund"), a portfolio of
Fixed Income Securities, Inc. ("Corporation"), 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 Corporation 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 Corporation 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 Corporation on
behalf of 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 Corporation, 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 Corporation) cast in
person at a meeting called for that purpose; and (b) Adviser shall not have
notified the Corporation 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 Corporation 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
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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 Corporation pursuant to the provisions of Paragraph 3 of
this Agreement or Paragraph 7 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 7.
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 Corporation, including a
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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.
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Exhibit A
Fixed Income Securities, Inc.
Strategic Income Fund
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 the 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 December 24, 1991.
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 20th day of November, 1995.
ATTEST: FEDERATED GLOBAL RESEARCH CORP.
FEDERATED GLOBAL RESEARCH
/s/ Xxxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxxx
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Secretary Executive Vice President
FEDERATED ADVISERS
/s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxx
Secretary Vice President
