Exhibit (d)(iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Federated Stock and Bond Fund, Inc.
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made as of January 1, 2004 between FEDERATED EQUITY
MANAGEMENT COMPANY OF PENNSYLVANIA, a Delaware statutory trust located in
Pittsburgh, Pennsylvania (hereinafter referred to as "Adviser") and FEDERATED
INVESTMENT MANAGEMENT COMPANY, 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, Inc. ("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 0.24% of the fixed income
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 August 1, 1989.
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
Directors of the Fund, 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 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
Directors 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 Directors 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 Directors of the Fund, including a majority of Directors 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 Equity Management Company of
Pennsylvania
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: President
Federated Investment Management Company
By: /s/ G. Xxxxxx Xxxxxxxxx
Name: G. Xxxxxx Xxxxxxxxx
Title: Vice President
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of January 1, 2004, that Federated
Stock and Bond Fund, Inc., a corporation duly organized under the laws of the
State of Maryland (the "Corporation"), does hereby nominate, constitute and
appoint Federated Investment Management Company, 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 Corporation,
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 Corporation in accordance with Sub-Adviser's supervision of the
investment, sale and reinvestment of the funds and assets of the Corporation
pursuant to the authority granted to the Adviser as investment adviser of the
Corporation that certain investment advisory contract dated January 1, 2004, by
and between the Adviser and the Corporation (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
Corporation 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 Corporation.
The Corporation 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 Corporation, 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 Corporation, or the taking of any action under or in connection with any
of the foregoing. The obligations of the Corporation 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 Corporation during the term of
this Limited Power of Attorney.
Any person, partnership, corporation or other legal entity dealing with the
Sub-Adviser in its capacity as attorney-in-fact hereunder for the Corporation is
hereby expressly put on notice that the Sub-Adviser is acting solely in the
capacity as an agent of the Corporation and that any such person, partnership,
corporation or other legal entity must look solely to the Corporation for
enforcement of any claim against the Corporation, as the Sub-Adviser assumes no
personal liability whatsoever for obligations of the Corporation entered into by
the Sub-Adviser in its capacity as attorney-in-fact for the Corporation.
Each person, partnership, corporation or other legal entity which deals
with the Corporation through the Sub-Adviser in its capacity as agent and
attorney-in-fact of the Corporation, is hereby expressly put on notice that all
persons or entities dealing with the Corporation must look solely to the
Corporation on whose behalf the Sub-Adviser is acting pursuant to its powers
hereunder for enforcement of any claim against the Corporation, as the
Directors, officers and/or agents of such Corporation and the shareholders of
the Corporation assume no personal liability whatsoever for obligations entered
into on behalf of the Corporation.
The Corporation hereby agrees that no person, partnership, corporation 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,
corporation or other legal entity shall be fully protected in relying on such
power or authority unless such person, partnership, corporation or other legal
entity has received prior written notice from the Corporation 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 Corporation 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 Corporation 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 Corporation.
This Limited Power of Attorney constitutes the entire agreement between the
Corporation 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 Corporation.
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 Corporation when the Corporation 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 Corporation and the Adviser will execute sufficient
counterparts so that the Adviser shall have a counterpart executed by it and the
Corporation, and the Corporation shall have a counterpart executed by the
Corporation 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 Corporation 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, Inc.
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Accepted and agreed to this
January 1, 2004
Federated Investment Management Comapny
By: /s/ G. Xxxxxx Xxxxxxxxx
Name: G. Xxxxxx Xxxxxxxxx
Title: Vice President
