Exhibit d(vii) under Form N-1A
Exhibit 10 under Item 601/S-K
Federated World Investment Series, Inc.
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between Federated Global Investment Management
Corp., a Delaware business corporation (hereinafter referred to
as "Adviser") and Federated Investment Management Company, a Delaware business
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 the Federated Global Equity Fund (the "Fund"), a portfolio
of the Federated World Investment Series, 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.
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 Investment Company Act of 1940 (the "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 the 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 Corporation pursuant to the provisions of Paragraph 3 of this
Agreement or Paragraph 6 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 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 Corporation, 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.
Exhibit A
FEDERATED WORLD INVESTMENT SERIES, INC.
Federated Global Equity Fund
Sub-Advisory Contract
For all services rendered by Sub-Adviser hereunder, Sub-Adviser shall
receive from the Adviser an allocable portion of each Fund's investment advisory
fee. Such allocation shall be based on the amount of U.S. securities which
Sub-Adviser is managing for each Fund. The Sub-Advisory Fee shall be accrued
daily, and paid daily as set forth in the Primary Advisory Contract dated March
1, 1994.
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 this 1st day of
January, 2001.
FEDERATED GLOBAL INVESTMENT MANAGEMENT CORP.
By: /S/ J. XXXXXXXXXXX XXXXXXX
--------------------------------
Name: J. Xxxxxxxxxxx Xxxxxxx
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, 2001, that
Federated World Investment Series, 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 business trust
duly organized under the laws of the Delaware (the "Sub-Adviser"), to act
hereunder as the true and lawful agent and attorney-in-fact of the Corporation,
acting on behalf of each of the series portfolios for which the Sub-Adviser acts
as investment adviser shown on Schedule 1 attached hereto and incorporated by
reference herein (each such series portfolio being hereinafter referred to as a
"Fund" and collectively as the "Funds"), 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 a Fund of the Corporation in
accordance with Sub-Adviser's supervision of the investment, sale and
reinvestment of the funds and assets of each Fund pursuant to the authority
granted to the Adviser as investment adviser of each Fund under that certain
investment advisory contract dated March 1, 1994 by and between the Sub-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 investment Sub-Adviser of any of the
Funds.
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 Sub-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. No Fund shall have any joint or several
obligation with any other Fund to reimburse or indemnify an Indemnified Party
for any action, event, matter or occurrence performed or omitted by or on behalf
of the Sub-Adviser in its capacity as agent or attorney-in-fact of Corporation
acting on behalf of any other Fund hereunder.
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 in question 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 a Fund of the Corporation through the Sub-Adviser in its capacity as
agent and attorney-in-fact of the Corporation, is hereby expressly put on notice
(i) that all persons or entities dealing with the Corporation must look solely
to the assets of the Fund of 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, the
shareholders of the various classes of shares of the Corporation and the other
Funds of the Corporation assume no personal liability whatsoever for obligations
entered into on behalf of such Fund of the Corporation, and (ii) that the
rights, liabilities and obligations of any one Fund are separate and distinct
from those of any other Fund of the Corporation.
The execution of this Limited Power of Attorney by the Corporation
acting on behalf of the several Funds shall not be deemed to evidence the
existence of any express or implied joint undertaking or appointment by and
among any or all of the Funds. Liability for or recourse under or upon any
undertaking of the Sub-Adviser pursuant to the power or authority granted to the
Sub-Adviser under this Limited Power of Attorney under any rule of law, statute
or constitution or by the enforcement of any assessment or penalty or by legal
or equitable proceedings or otherwise shall be limited only to the assets of the
Fund of the Corporation on whose behalf the Sub-Adviser was acting pursuant to
the authority granted hereunder.
The Corporation hereby agrees that no person, partnership,
corporation or other legal entity dealing with the Sub-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 Investment 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 Sub-Adviser will execute sufficient
counterparts so that the Sub-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 WORLD INVESTMENT SERIES, INC.
By: /S/ J. XXXXXXXXXXX XXXXXXX
------------------------------------
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: Executive Vice President
Accepted and agreed to this
JANUARY 1, 2001
FEDERATED INVESTMENT MANAGEMENT COMPANY
By: /S/ G. XXXXXX XXXXXXXXX
------------------------------
Name: G. Xxxxxx Xxxxxxxxx
Title: Vice President
Schedule 1
to Limited Power of Attorney
dated as of January 1, 2001
by Federated World Investment Series, Inc.
(the Corporation "), acting on
behalf of each of the series portfolios
listed below, and appointing
Federated Investment Management Company
the attorney-in-fact of the
Corporation
LIST OF SERIES PORTFOLIOS
Federated Global Equity Fund
