Exhibit d(v) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SUBADVISORY AGREEMENT
This Subadvisory Agreement (this "Agreement") is entered into as of the
16th day of July, 2001, among Federated Index Trust, a Massachusetts business
trust (the "Trust"), on behalf of each series portfolio of the Trust set forth
on Appendix A to this Agreement (each a "Portfolio," and collectively, the
"Portfolios"), Federated Investment Management Company, a Delaware Business
Trust ("Manager"), and Deutsche Asset Management, Inc., a Delaware corporation
("Subadviser").
WHEREAS, the Trust, on behalf of the Portfolios, has entered into a
Management Contract, dated July 2, 1990, with Manager (as amended and
supplemented from time to time, the "Management Contract"), pursuant to which
Manager has agreed to provide certain management and administrative services to
the Portfolios; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to
provide the investment advisory and administrative services to the Portfolios
specified herein, and Subadviser is willing to serve the Portfolios in such
capacity; and
WHEREAS, the trustees of the Trust (the "Trustees"), including a majority
of the Trustees who are not "interested persons" (as such term is defined below)
of any party to this Agreement, and the shareholder(s) of the Portfolios, have
each consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
SECTION 1. APPOINTMENT OF SUBADVISER; COMPENSATION
SECTION 1.1. APPOINTMENT AS SUBADVISER.
Subject to and in accordance with the provisions hereof, Manager hereby
appoints Subadviser as investment subadviser to perform the various investment
advisory and other services to the Portfolios set forth herein and, subject to
the restrictions set forth herein, hereby delegates to Subadviser the authority
vested in Manager pursuant to the Management Contract to the extent necessary to
enable Subadviser to perform its obligations under this Agreement.
SECTION 1.2. SCOPE OF INVESTMENT AUTHORITY
(a) The Subadviser is hereby authorized, on a discretionary basis, to manage
the investments and determine the composition of the assets of each
Portfolio, subject at all times to (i) the supervision and control of the
Trustees, (ii) the requirements of the Investment Company Act of 1940, as
amended (the "1940 Act") and the rules thereunder, (iii) the investment
objective, policies and limitations, as provided in the Portfolio's
Prospectus and other governing documents, and (iv) such instructions,
policies and limitations relating to the Portfolio as the Trustees or
Manager may from time to time adopt and communicate in writing to
Subadviser. Notwithstanding anything herein to the contrary, Subadviser is
not authorized to take any action, including the purchase and sale of
portfolio securities, in contravention of any restriction, limitation,
objective, policy or instruction described in the previous sentence.
(b) The parties agree that, for so long as this Agreement shall remain in
effect, Subadviser shall exercise discretionary investment authority over
the manner in which the Portfolios' assets are invested without obtaining
any further approval or consent from the Trustees or Manager; provided that
the Trustees and Manager shall at all times have the right to monitor the
Portfolios' investment activities and performance, require Subadviser to
make reports and give explanations as to the manner in which the
Portfolios' assets are being invested.
SECTION 1.3. APPOINTMENT AS PROXY VOTING AGENT.
Subject to and in accordance with the provisions hereof, the Trustees
hereby appoint Subadviser as the Portfolios' proxy voting agent, and hereby
delegate to Subadviser discretionary authority to vote all proxies solicited by
or with respect to issuers of securities in which the assets of the Portfolios
may be invested from time to time; provided that, Subadviser will report to
Manager after voting any proxy contrary to the recommendation of a company's
governing board or management. Upon written notice to Subadviser, the Trustees
may at any time withdraw the authority granted to Subadviser pursuant to this
Section 1.3 to perform any or all of the proxy voting services contemplated
hereby.
SECTION 1.4. GOVERNING DOCUMENTS.
Manager will provide Subadviser with copies of (i) the Trust's Declaration
of Trust and By-laws, as currently in effect, (ii) each Portfolio's currently
effective prospectus and statement of additional information, as set forth in
the Trust's registration statement under the 1940 Act and the Securities Act of
1933, as amended (the "1933 Act"), (iii) any instructions, investment policies
or other restrictions adopted by the Trustees or Manager supplemental thereto,
and (iv) the Management Contract. Manager will provide Subadviser with such
further documentation and information concerning the investment objectives,
policies and restrictions applicable to the Portfolios as Subadviser may from
time to time reasonably request.
SECTION 1.5. COMPENSATION.
Manager shall compensate Subadviser for the services it performs on behalf
of the Portfolios in accordance with the terms set forth in Appendix A to this
Agreement. Subadviser's fee shall be computed monthly and, within fifteen
business days of the end of each calendar month, Manager shall transmit to
Subadviser the fee for the previous month. Payment shall be made in federal
funds wired to a bank account designated by Subadviser. If this Agreement
becomes effective or terminates before the end of any month, the fee (if any)
for the period from the effective date to the end of such month or from the
beginning of such month to the date of termination, as the case may be, shall be
prorated according to the proportion which such period bears to the full month
in which such effectiveness or termination occurs. Subadviser agrees to look
exclusively to Manager, and not to any assets of the Trust or the Portfolios,
for the payment of Subadviser's fees arising under this section.
SECTION 2. SERVICES TO BE PERFORMED BY SUBADVISER
SECTION 2.1. INVESTMENT ADVISORY SERVICES.
(a) In fulfilling its obligations to manage the assets of the Portfolios,
Subadviser will:
(i) formulate and implement a continuous investment program for the
Portfolios;
(ii) take whatever steps are reasonably necessary to implement these
investment programs by the purchase and sale of securities and other
investments, including the selection of brokers or dealers, the
placing of orders for such purchases and sales in accordance with the
provisions of paragraph (b) below and assuring that such purchases and
sales are properly settled and cleared;
(iii)provide such reports with respect to the implementation of the
Portfolios' investment programs as the Trustees or Manager shall
reasonably request;
(iv) provide to Manager performance attribution (i.e., index tracking error
analysis) reports for each Portfolio on a monthly basis, in
substantially the forms attached as Appendix B;
(v) provide Portfolio composition data to Manager on a quarterly basis, or
as needed for Manager's reporting requirements; and
(vi) provide advice and assistance to Manager as to the determination of
the fair value of certain securities where market quotations are not
readily available for purposes of calculating net asset value of the
Portfolios in accordance with valuation procedures and methods
established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolios' accounts with brokers and dealers
selected by Subadviser. Such brokers and dealers may include brokers or
dealers that are "affiliated persons" (as such term is defined in the 0000
Xxx) of the Trust, the Portfolios, Manager or Subadviser, provided that
Subadviser shall only place orders on behalf of the Portfolios with such
affiliated persons in accordance with procedures adopted by the Trustees
pursuant to Rule 17e-1 or as otherwise permitted under section 17(e) of the
1940 Act. The Subadviser shall use its best efforts to seek to execute
portfolio transactions at prices that are advantageous to the Portfolios
and at commission rates that are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Portfolios and/or other accounts
over which Subadviser or its affiliates exercise investment discretion. The
Subadviser is authorized to pay a broker or dealer who provided such
brokerage and research services a commission for executing a portfolio
transaction for the Portfolios which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if Subadviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination may
be viewed in terms of either that particular transaction or the overall
responsibilities which Subadviser and its affiliated persons have in
respect to accounts over which they exercise investment discretion. The
Trustees shall periodically review the commissions paid by the Portfolios
to determine if the commissions paid over representative periods were
reasonable in relation to the benefits to the Portfolios, and Subadviser
shall provide any information requested by the Trustees for purposes of
such review.
SECTION 2.2. ADMINISTRATIVE AND OTHER SERVICES.
(a) Subadviser will, at its expense, furnish (i) all necessary investment and
management facilities, including salaries of personnel required for it to
execute its duties faithfully, and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
performance of its investment management services hereunder (excluding
determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to
the Portfolios as are required of an investment adviser of a registered
investment company pursuant to the 1940 Act and the rules thereunder.
Subadviser agrees that such records are the property of the Trust, and will
be surrendered to the Trust or Manager or their designee promptly upon
request, provided that the Subadviser may maintain copies of all such
records. The Manager shall be granted reasonable access to the records and
documents in Subadviser's possession relating to the Portfolios.
(c) Subadviser shall provide such information as is reasonably necessary to
enable Manager to prepare and update the Trust's registration statement
(and any supplement thereto) and the Portfolios' financial statements.
Subadviser understands that the Trust and Manager will rely on such
information in the preparation of the Trust's registration statement and
the Portfolios' financial statements, and hereby covenants that any such
information approved by Subadviser expressly for use in such registration
and/or financial statements shall be true and complete in all material
respects.
SECTION 3. COMPLIANCE; CONFIDENTIALITY
SECTION 3.1. COMPLIANCE.
(a) Subadviser will comply with (i) all applicable state and federal laws and
regulations governing the performance of Subadviser's duties hereunder,
(ii) the investment objective, policies and limitations, as provided in the
Portfolios' Prospectus and other governing documents, as provided to the
Subadviser, and (iii) such instructions, policies and limitations relating
to the Portfolios as the Trustees or Manager may from time to time adopt
and communicate in writing to Subadviser.
(b) Subadviser will adopt a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and will provide the Trust
with a copy of such code of ethics, evidence of its adoption and copies of
any supplemental policies and procedures implemented to ensure compliance
therewith.
(c) Subadviser will promptly notify Manager of any material violation of the
laws, regulations, objectives, policies, limitations or instructions
identified in paragraph (a) of this section or of its Code of Ethics with
respect to any Portfolio.
SECTION 3.2. CONFIDENTIALITY.
The parties to this Agreement agree that each shall treat as confidential
all information provided by a party to the others regarding such party's
business and operations, including without limitation the investment activities
or holdings of the Portfolios. All confidential information provided by a party
hereto shall be used by any other parties hereto solely for the purposes of
rendering services pursuant to this Agreement and, except as may be required in
carrying out the terms of this Agreement, shall not be disclosed to any third
party without the prior consent of such providing party. The foregoing shall not
be applicable to any information that is publicly available when provided or
which thereafter becomes publicly available other than in contravention of this
Section 3.2 or which is required to be disclosed by any regulatory authority in
the lawful and appropriate exercise of its jurisdiction over a party, any
auditor of the parties hereto, by judicial or administrative process or
otherwise by applicable law or regulation.
SECTION 4. LIABILITY OF SUBADVISER
Notwithstanding anything herein to the contrary, neither Subadviser, nor
any of its directors, officers or employees, shall be liable to Manager or the
Trust for any loss resulting from Subadviser's acts or omissions as Subadviser
to the Portfolios, except to the extent any such losses result from bad faith,
willful misfeasance, reckless disregard or gross negligence on the part of
Subadviser or any of its directors, officers or employees in the performance of
Subadviser's duties and obligations under this Agreement.
SECTION 5. SUPPLEMENTAL ARRANGEMENTS; EXPENSES
SECTION 5.1. SUPPLEMENTAL ARRANGEMENTS.
Subject to the prior written consent of the Trustees and Manager,
Subadviser may enter into arrangements with other persons affiliated with
Subadviser to better fulfill its obligations under this Agreement for the
provision of certain personnel and facilities to Subadviser, provided that such
arrangements do not rise to the level of an advisory contract subject to the
requirements of Section 15 of the 1940 Act.
SECTION 5.2. EXPENSES.
Each Portfolio 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, legal fees for review of
transactions or issues and similar expenses. Each Portfolio 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 officers and Trustees and agents with
respect thereto. In no event will Subadviser have any obligation to pay any of
the Portfolios' expenses, including without limitation, (i) the expenses of
organizing the Trust and continuing its existence; (ii) fees and expenses of
Trustees and officers of the Trust; (iii) fees for administrative personnel and
services; (iv) expenses incurred in the distribution of its shares ("Shares"),
including expenses of administrative support services; (v) fees and expenses of
preparing and printing its Registration Statements under the 1933 Act and the
1940 Act; (vi) expenses of registering and qualifying the Trust, the Portfolios,
and Shares of the Portfolios under federal and state laws and regulations; (vii)
expenses of preparing, printing, and distributing prospectuses (and any
amendments thereto) to shareholders; (viii) interest expense, taxes, fees, and
commissions of every kind; (ix) expenses of issue (including cost of Share
certificates), purchase, repurchase, and redemption of Shares; (x) charges and
expenses of custodians, transfer agents, dividend disbursing agents, shareholder
servicing agents, and registrars; (xi) printing and mailing costs, auditing,
accounting, and legal expenses; (xii) reports to shareholders and governmental
officers and commissions; (xiii) expenses of meetings of Trustees and
shareholders and proxy solicitations therefor; (xiv) insurance expenses; (xv)
association membership dues and (xvi) such nonrecurring items as may arise,
including all losses and liabilities incurred in administering the Trust and the
Portfolios. Subadviser shall not cause the Trust or the Portfolios to incur any
expenses, other than those reasonably necessary for Subadviser to fulfill its
obligations under this Agreement, unless Subadviser has first notified Manager
of its intention to do so.
SECTION 6. CONFLICTS OF INTEREST
It is understood that the Trustees, officers, agents and shareholders of
the Trust are or may be interested in Subadviser as directors, officers,
stockholders or otherwise; that directors, officers, agents and stockholders of
Subadviser are or may be interested in the Trust as trustees, officers,
shareholders or otherwise; that Subadviser may be interested in the Trust; and
that the existence of any such dual interest shall not affect the validity of
this Agreement or of any transactions hereunder except as otherwise provided in
the Trust's Declaration of Trust and the Articles of Incorporation of
Subadviser, respectively, or by specific provisions of applicable law.
SECTION 7. REGULATION
Subadviser shall submit to all regulatory and administrative bodies having
jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this
Agreement may reasonably request or require pursuant to applicable laws and
regulations.
SECTION 8. DURATION AND TERMINATION OF AGREEMENT
SECTION 8.1. EFFECTIVE DATE; DURATION; CONTINUANCE.
(a) This Agreement shall become effective on July 16, 2001.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement
shall continue in force until July 15, 2003 and indefinitely thereafter,
but only so long as the continuance after such date shall be specifically
approved at least annually by vote of the Trustees or by a vote of a
majority of the outstanding voting securities of each Portfolio, provided
that in either event such continuance shall also be approved by the vote of
a majority of the Trustees who are not "interested persons" of any party to
this Agreement cast in person at a meeting called for the purpose of voting
on such approval.
(c) Unless otherwise permitted under an exemptive order issued by the
Commission, the required shareholder approval of this Agreement or any
continuance of this Agreement shall be effective with respect to a
Portfolio if a majority of the outstanding voting securities of the series
of shares of the Portfolio votes to approve this Agreement or its
continuance. Termination of this Agreement by or on behalf of one Portfolio
will not affect the continuation of the Agreement with respect to any other
Portfolios.
SECTION 8.2. TERMINATION AND ASSIGNMENT.
(a) This Agreement may be terminated at any time, upon sixty days' written
notice, without the payment of any penalty, (i) by the Trustees, (ii) by
the vote of a majority of the outstanding voting securities of each
Portfolio; (iii) by Manager, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any
penalty, (i) in the event of its assignment or (ii) in the event the
Management Contract is terminated for any reason.
SECTION 8.3. DEFINITIONS.
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons," when
used herein, shall have the respective meanings specified in the 1940 Act as now
in effect or as hereafter amended, and subject to such orders or no-action
letters as may be granted by the Securities and Exchange Commission
("Commission").
SECTION 9. REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 9.1. REPRESENTATIONS OF THE PORTFOLIOS.
The Trust, on behalf of the Portfolios, represents and warrants that:
(a) the Trust is a business trust established pursuant to the laws of the
Commonwealth of Massachusetts;
(b) the Trust is duly registered as an investment company under the 1940 Act
and each Portfolio is a duly constituted series portfolio thereof;
(c) the execution, delivery and performance of this Agreement are within the
Trust's powers, have been and remain duly authorized by all necessary
action (including without limitation all necessary approvals and other
actions required under the 0000 Xxx) and will not violate or constitute a
default under any applicable law or regulation or of any decree, order,
judgment, agreement or instrument binding on the Trust or the Portfolios;
(d) no consent of any applicable governmental authority or body is necessary,
except for such consents as have been obtained and are in full force and
effect, and all conditions of which have been duly complied with; and
(e) this Agreement constitutes a legal, valid and binding obligation
enforceable against the Trust and the Portfolios in accordance with its
terms.
SECTION 9.2. REPRESENTATIONS OF MANAGER.
The Manager represents, warrants and agrees that:
(a) Manager is a business trust established pursuant to the laws of the State
of Delaware;
(b) Manager is duly registered as an "investment adviser" under the Investment
Advisers Act of 1940 (the "Advisers Act");
(c) Manager has been duly appointed by the Trustees and Shareholders of the
Portfolios to provide investment services to the Portfolios as contemplated
by the Management Contract.
(d) the execution, delivery and performance of this Agreement are within
Manager's powers, have been and remain duly authorized by all necessary
corporate action and will not violate or constitute a default under any
applicable law or regulation or of any decree, order, judgment, agreement
or instrument binding on Manager;
(e) no consent of any applicable governmental authority or body is necessary,
except for such consents as have been obtained and are in full force and
effect, and all conditions of which have been duly complied with; and
(f) this Agreement constitutes a legal, valid and binding obligation
enforceable against Manager.
SECTION 9.3. REPRESENTATIONS OF SUBADVISER.
Subadviser represents, warrants and agrees that:
(a) Subadviser is a corporation established pursuant to the laws of the State
of Delaware;
(b) Subadviser is duly registered as an "investment adviser" under the Advisers
Act;
(c) the execution, delivery and performance of this Agreement are within
Subadviser's powers, have been and remain duly authorized by all necessary
corporate action and will not violate or constitute a default under any
applicable law or regulation or of any decree, order, judgment, agreement
or instrument binding on Subadviser;
(d) no consent of any applicable governmental authority or body is necessary,
except for such consents as have been obtained and are in full force and
effect, and all conditions of which have been duly complied with; and
(e) this Agreement constitutes a legal, valid and binding obligation
enforceable against Subadviser.
SECTION 9.4. COVENANTS OF SUBADVISER.
(a) Subadviser will promptly notify the Trust and Manager in writing of the
occurrence of any event which is likely to have a material impact on the
performance of its obligations pursuant to this Agreement, including
without limitation:
(i) the occurrence of any event which could disqualify Subadviser from
serving as an investment adviser of a registered investment company
pursuant to Section 9 (a) of the 1940 Act or otherwise;
(ii) any material change in Subadviser's overall business activities that
may have a material adverse affect on Subadviser's ability to perform
under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager of a Portfolio; and
(v) the existence of any pending or threatened audit, investigation,
complaint, examination or other inquiry (other than routine regulatory
examinations or inspections) relating to the Portfolios conducted by
any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any
material changes to any of the documents provided by Subadviser pursuant to
Section 3.1.
(c) Subadviser agrees that, in the event that Subadviser receives compensation
for acting as the securities lending agent for any Portfolio, Subadviser
will (i) maintain its exemptive order from the Commission permitting such
compensation (the "Securities Lending Order"), (ii) provide to the Trustees
all information and reports necessary or appropriate to discharge their
obligations under the Securities Lending Order, (iii) comply in all
material respects with the Securities Lending Order and (iv) notify Manager
and the Trustees of any proposed amendment to the Securities Lending Order
and provide a copy of the application for such amendment at least ten days
prior to filing it with the Commission.
(d) Subadviser has provided, and will provide at least annually, the Trustees
and Manager with certificates of insurance setting forth the amounts of its
fidelity bond and errors and omissions coverage. Subadviser agrees to
maintain such bond and coverage or equivalent coverage during the term of
this Agreement, and will not reduce either amount without the prior written
notice to Manager.
SECTION 10. MISCELLANEOUS PROVISIONS
SECTION 10.1. USE OF SUBADVISER'S NAME.
Neither the Trust nor Manager will use the name of Subadviser, or any
affiliate of Subadviser, in any prospectus, advertisement sales literature or
other communication to the public except in accordance with such policies and
procedures as shall be mutually agreed to in writing by Subadviser and Manager;
provided that Subadviser may not unreasonably withhold its consent from the use
of its name as required by law.
SECTION 10.2. USE OF TRUST OR MANAGER'S NAME.
Subadviser will not use the name of Manager, the Trust or the Portfolios in
any prospectus, advertisement, sales literature or other communication to the
public except in accordance with such policies and procedures as shall be
mutually agreed to in writing by Subadviser and Manager; provided that Manager
may not unreasonably withhold its consent from the use of its name as required
by law.
SECTION 10.3. SUBADVISER'S RELATIONSHIP.
The Manager, the Trust and the Subadviser are not partners or joint
venturers with each other and nothing in this Agreement shall be construed so as
to make them partners or joint venturers or impose any liability as such on
either of them. The Subadviser shall perform its duties under this Agreement as
an independent contractor and not as an agent of Trust, the Trustees or the
Manager.
SECTION 10.4. AMENDMENTS.
This Agreement may be modified by mutual consent of Manager, Subadviser and
the Portfolios subject to the provisions of Section 15 of the 1940 Act, as
modified by or interpreted by any applicable order or orders of the Commission
or any rules or regulations adopted by, or interpretive releases of, the
Commission.
SECTION 10.5. ENTIRE AGREEMENT.
This Agreement contains the entire understanding and agreement of the
parties with respect to the subject hereof.
SECTION 10.6. CAPTIONS.
The headings in the sections of this Agreement are inserted for convenience
of reference only and shall not constitute a part of the Agreement.
SECTION 10.7. NOTICES.
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the address set forth in this section of the Trust,
Manager or Subadviser, as the case may be, in person or by registered mail or a
private mail or delivery service providing the sender with notice of receipt.
Notice shall be deemed given on the date delivered or mailed in accordance with
this Section 10.6.
Trust: Federated Index Trust
Federated Investors Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxx X. XxXxxxxxx, Secretary
Facsimile No.: _______________
Manager: Federated Investment Management Company
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: J. Xxxxxx Xxxxxx, Chief Investment Officer
Facsimile No.: _______________
Subadviser: Deutsche Asset Management, Inc.
000 Xxxxxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: C. Xxxxx Xxxxx, Director
Facsimile No.: _______________
SECTION 10.8. SEVERABILITY.
Should any portion of this Agreement, for any reason, be held to be void at
law or in equity, the Agreement shall be construed, insofar as is possible, as
if such portion had never been contained herein.
SECTION 10.9. GOVERNING LAW.
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the Commonwealth of Pennsylvania (without giving
effect to the choice of law provisions thereof), or any of the applicable
provisions of the 1940 Act. To the extent that the laws of the Commonwealth of
Pennsylvania, or any of the provisions in this Agreement, conflict with
applicable provisions of the 1940 Act, the latter shall control.
SECTION 10.10. LIMITATION OF LIABILITY.
A copy of the Restated and Amended Declaration of Trust establishing the
Trust, dated May 19, 2000, together with all amendments, is on file in the
office of the Secretary of the Commonwealth of Massachusetts, and notice is
hereby given that this Agreement is not executed on behalf of any of the
Trustees as individuals and the shareholders, the Trustees, the officers, the
employees or any agent of the Trust shall not be liable for the Trust's or any
Portfolio's obligations hereunder, nor shall the assets of any Portfolio be used
to satisfy the liabilities of any other Portfolio hereunder. Manager and
Subadviser agree to look solely to the assets attributable to the relevant
Portfolio for the payment of any claim against the Trust hereunder or for the
performance thereof.
SECTION 10.11. 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. In the event that this Agreement is
terminated in accordance with Section 8.2 above, Subadviser agrees to make
reasonable efforts to assist Manager and the Trust in the transition to the
succeeding adviser or subadviser. This Section 10.11 shall survive any
termination of this Agreement.
SECTION 10.12. 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 Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
FEDERATED INDEX TRUST,
on behalf of each series portfolio set forth on
Appendix A
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
--------------------------------
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
FEDERATED INVESTMENT MANAGEMENT COMPANY
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
--------------------------------
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President, CEO/COO
DEUTSCHE ASSET MANAGEMENT, INC.
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
Name changed to Federated Max-Cap Index Fund - 7/16/01
Name changed to Federated Mid-Cap Index Fund - 7/16/01
Name changed to Federated Mini-Cap Index Fund - 7/16/01
APPENDIX A
The Portfolios for which Subadviser will provide investment advisory and
administrative services under this Agreement are set forth in the following
table. For the services rendered to each Portfolio, Manager will pay to
Subadviser a fee at an annual rate equal to (x) the number of basis points set
forth opposite such Portfolio's name, multiplied times (y) the average daily net
assets of the Portfolio (computed in the manner set forth in the Trust's
Declaration of Trust). Manager shall pay accrued fees to Subadviser each month
in accordance with Section 1.5 of the Agreement.
-------------------------------------
Annual Rate
(in basis
Portfolio points)
-------------------------------------
-------------------------------------
Federated Max-Cap Fund 2.2 (0.022%)
-------------------------------------
-------------------------------------
Federated Mid-Cap Fund 3.5 (0.035%)
-------------------------------------
-------------------------------------
Federated Mini-Cap Fund 6.5 (0.065%)
-------------------------------------
APPENDIX B
see attached sample reports.
