Exhibit (d)(v) under Form N-1A
Exhibit 10 under Item 601/ Reg. S-K
Investment Advisory Contract
between
Federated Total Return Series, Inc.
and
Federated Investment Management Company
This Amendment to the Investment Advisory Contract ("Agreement") dated June
1, 1995, between Federated Total Return Series, Inc. ("Fund") and Federated
Investment Management Company ("Service Provider") is made and entered into as
of the 1st day of June, 2001.
WHEREAS, the Fund has entered into the Agreement with the Service Provider;
WHEREAS, the Securities and Exchange Commission has adopted Regulation S-P
at 17 CFR Part 248 to protect the privacy of individuals who obtain a financial
product or service for personal, family or household use;
WHEREAS, Regulation S-P permits financial institutions, such as the Fund,
to disclose "nonpublic personal information" ("NPI") of its "customers" and
"consumers" (as those terms are therein defined in Regulation S-P) to affiliated
and nonaffiliated third parties of the Fund, without giving such customers and
consumers the ability to opt out of such disclosure, for the limited purposes of
processing and servicing transactions (17 CFR ss. 248.14) ("Section 248.14
NPI"); for specified law enforcement and miscellaneous purposes (17 CFR ss.
248.15) ("Section 248.15 NPI") ; and to service providers or in connection with
joint marketing arrangements (17 CFR ss. 248.13) ("Section 248.13 NPI");
WHEREAS, Regulation S-P provides that the right of a customer and consumer
to opt out of having his or her NPI disclosed pursuant to 17 CFR ss. 248.7 and
17 CFR ss. 248.10 does not apply when the NPI is disclosed to service providers
or in connection with joint marketing arrangements, provided the Fund and third
party enter into a contractual agreement that prohibits the third party from
disclosing or using the information other than to carry out the purposes for
which the Fund disclosed the information (17 CFR ss. 248.13);
NOW, THEREFORE, the parties intending to be legally bound agree as
follows:
The Fund and the Service Provider hereby acknowledge that the Fund may
disclose shareholder NPI to the Service Provider as agent of the Fund and solely
in furtherance of fulfilling the Service Provider's contractual obligations
under the Agreement in the ordinary course of business to support the Fund and
its shareholders.
The Service Provider hereby agrees to be bound to use and redisclose such
NPI only for the limited purpose of fulfilling its duties and obligations under
the Agreement, for law enforcement and miscellaneous purposes as permitted in 17
CFR xx.xx. 248.15, or in connection with joint marketing arrangements that the
Funds may establish with the Service Provider in accordance with the limited
exception set forth in 17 CFR ss. 248.13.
The Service Provider further represents and warrants that, in accordance
with 17 CFR ss. 248.30, it has implemented, and will continue to carry out for
the term of the Agreement, policies and procedures reasonably designed to: o
insure the security and confidentiality of records and NPI of Fund customers, o
protect against any anticipated threats or hazards to the security or integrity
of Fund customer records and NPI, and o protect against unauthorized access to
or use of such Fund customer records or NPI that could result in substantial
harm or inconvenience to any Fund customer.
4. The Service Provider may redisclose Section 248.13 NPI only to: (a) the
Funds and affiliated persons of the Funds ("Fund Affiliates"); (b)
affiliated persons of the Service Provider ("Service Provider Affiliates")
(which in turn may disclose or use the information only to the extent
permitted under the original receipt); (c) a third party not affiliated
with the Service Provider of the Funds ("Nonaffiliated Third Party") under
the service and processing (ss.248.14) or miscellaneous (ss.248.15)
exceptions, but only in the ordinary course of business to carry out the
activity covered by the exception under which the Service Provider received
the information in the first instance; and (d) a Nonaffiliated Third Party
under the service provider and joint marketing exception (ss.248.13),
provided the Service Provider enters into a written contract with the
Nonaffiliated Third Party that prohibits the Nonaffiliated Third Party from
disclosing or using the information other than to carry out the purposes
for which the Funds disclosed the information in the first instance.
5. The Service Provider may redisclose Section 248.14 NPI and Section 248.15
NPI to: (a) the Funds and Fund Affiliates; (b) Service Provider Affiliates
(which in turn may disclose the information to the same extent permitted
under the original receipt); and (c) a Nonaffiliated Third Party to whom
the Funds might lawfully have disclosed NPI directly.
6. The Service Provider is obligated to maintain beyond the termination date
of the Agreement the confidentiality of any NPI it receives from the Fund
in connection with the Agreement or any joint marketing arrangement, and
hereby agrees that this Amendment shall survive such termination.
WITNESS the due execution hereof this 1st day of June, 2001.
Federated Total Return Series, Inc.
By:/s/ X. Xxxxxxxxxxx Xxxxxxx
-------------------------------------
Name: X. Xxxxxxxxxxx Xxxxxxx
Title: President
Federated Investment Management Company
By:/s/ X. Xxxxxx Xxxxxxxxx
-------------------------------------
Name: X. Xxxxxx Xxxxxxxxx
Title: Vice President
