Federated Stock and Bond Fund SUB-ADVISORY AGREEMENT
Exhibit
d(ix) under Form N-1A
Exhibit
10 under Item 601/Reg. S-K
Federated
Stock and Bond Fund
THIS
AGREEMENT is made as of June 1, 2008 between FEDERATED GLOBAL INVESTMENT
MANAGEMENT CORP., a Delaware business Trust located in New York, New York
(hereinafter referred to as "Adviser") and FEDERATED EQUITY MANAGEMENT COMPANY
of PENNSYLVANIA, a Delaware statutory trust located in Pittsburgh, Pennsylvania
(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 Stock and Bond Fund ("Fund") 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"). Both Adviser and Sub-Adviser are registered as
investment advisers under the Investment Advisers Act of 1940.
2. For
its services under this Agreement for the Fund, Sub-Adviser shall receive from
Adviser a Sub-Advisory Fee equal to 0.47% of the equity portion of the average
daily net assets of the Fund. The Sub-Advisory Fee shall be accrued
Daily, and paid Daily as set forth in the primary Investment Advisory Contract
dated June 1, 2008.
The
Sub-Adviser may from time to time and for such periods as it deems appropriate,
reduce its compensation for the Fund (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 Fund,
voluntarily declare to be effective.
3. This
Agreement shall begin for the Fund on the date first above written and shall
continue in effect for the Fund for two years from the that date 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 Fund, 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 Fund) cast in person at a meeting called for that purpose; and
(b) Adviser shall not have notified the Fund 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 for the Fund at any time
without the payment of any penalty: (a) by the Trustees of the Fund
or by a vote of a majority of the outstanding voting securities (as defined in
Section 2(a)(42) of the Investment Company Act of 1940 (“Act”) of the Fund on
sixty (60) days' written notice to Adviser; (b) by Sub-Adviser or Adviser upon
120 days' written notice to the other party to this Agreement.
5. This
Agreement shall automatically terminate:
|
|
(a)
|
in
the event of its assignment (as defined in the Act);
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 Act) 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 Fund 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 the 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 Fund, including a majority of Trustees who are not parties to
this Agreement or interested persons, as defined in Section 2(a)(19) of the Act,
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 Act) of the
Fund.
8. The
services furnished by the Sub-Adviser hereunder are not to be deemed exclusive
and the Sub-Adviser shall be free to furnish similar services to others so long
as its services under this Agreement are not impaired thereby.
9. 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.
10. Adviser
and Sub-Adviser agree that as between Adviser and Sub-Adviser, Adviser shall be
solely responsible for the allocation of the Fund’s investment portfolio between
the equity portion to be managed by Adviser and the fixed income portion to be
managed by Sub-Adviser. Adviser shall indemnify and hold harmless the
Sub-Adviser from and against any and all claims, damages, losses and expenses
resulting from such allocation decisions and incurred by or asserted against by
Sub-Adviser, including reasonable attorneys fees and legal expenses of
investigating or defending against any such claims.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on
their behalf by their duly authorized officers as of the date first above
written.
Federated
Global Investment Management Corp.
By:
Name: Xxxx
X. Xxxxxx
Title: President
and CEO
Federated
Equity Management Company of
Pennsylvania
By:
Name: Xxxx
X. Xxxxxx
Title: President
and CEO
LIMITED POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated
as of June 1, 2008, that Federated Stock and Bond Fund, a Trust duly organized
under the laws of the Commonwealth of Massachusetts (the “Trust”), does hereby
nominate, constitute and appoint Federated Equity Management Company of
Pennsylvania, a statutory trust duly organized under the laws of the State of
Delaware (the "Sub-Adviser"), to act hereunder as the true and lawful agent and
attorney-in-fact of the Trust, 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 Sub-Adviser may deem
necessary or reasonably desirable, related to the acquisition, disposition
and/or reinvestment of the funds and assets of the Trust in accordance with
Sub-Adviser's supervision of the investment, sale and reinvestment of the funds
and assets of the Trust pursuant to the authority granted to the Adviser as
investment adviser of the Trust that certain investment advisory contract dated
June 1, 2008, by and between the Adviser and the Trust (such investment advisory
contract, as may be amended, supplemented or otherwise modified from time to
time is hereinafter referred to as the "Sub- Advisory Contract").
The Sub-Adviser shall exercise or omit
to exercise the powers and authorities granted herein in each case as the
Adviser 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 Sub-Adviser, 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
Sub-Adviser to act or assume responsibility for any matters referred to above or
other matters even though the Sub-Adviser 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
Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any
duties, obligations or liabilities of the Sub-Adviser under the terms of the
Investment Advisory Contract or (iii) exonerate, relieve or release the
Sub-Adviser 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 Sub-Adviser (x) under the
terms of the Investment Advisory Contract or (y) at law, or in equity, for the
performance of its duties as the Sub-Adviser of the Trust.
The Trust hereby agrees to indemnify
and save harmless the Sub-Adviser 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 Adviser 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 Sub-Adviser'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
Sub-Adviser 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 Sub-Adviser on behalf of
the Trust during the term of this Limited Power of Attorney.
Any person, partnership, Trust or other
legal entity dealing with the Sub-Adviser in its capacity as attorney-in-fact
hereunder for the Trust is hereby expressly put on notice that the Sub-Adviser
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
for enforcement of any claim against the Trust, as the Sub-Adviser assumes no
personal liability whatsoever for obligations of the Trust entered into by the
Sub-Adviser in its capacity as attorney-in-fact for the Trust.
Each person, partnership, Trust or
other legal entity which deals with the Trust through the Sub-Adviser in its
capacity as agent and attorney-in-fact of the Trust, is hereby expressly put on
notice that all persons or entities dealing with the Trust must look solely to
the Trust on whose behalf the Sub-Adviser is acting pursuant to its powers
hereunder for enforcement of any claim against the Trust, as the Trustees,
officers and/or agents of such Trust and the shareholders of the Trust assume no
personal liability whatsoever for obligations entered into on behalf of the
Trust.
The Trust hereby agrees that no person,
partnership, Trust or other legal entity dealing with the Adviser shall be bound
to inquire into the Sub-Adviser'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 Sub- Advisory Contract between the Trust and the
Sub-Adviser. 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 Sub-Adviser 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 Sub-Adviser, 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 Sub-Adviser
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 Sub-Adviser
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
Sub-Adviser 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 Sub-Adviser 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 Adviser will
execute sufficient counterparts so that the Adviser shall have a counterpart
executed by it and the Trust, and the Trust shall have a counterpart executed by
the Trust and the Sub-Adviser. 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
Stock and Bond Fund
By:
Name: J.
Xxxxxxxxxxx Xxxxxxx
Title: President
Accepted
and agreed to this
1st day of
June, 2008
Federated
Equity Management Company
of
Pennsylvania
By:
Name: Xxxx
X. Xxxxxx
Title: President
and CEO
