Exhibit (d) (iv) under Form N-1A
Exhibit 10 under Item 601/Reg, S-K
ASSIGNMENT of
INVESTMENT MANAGEMENT CONTRACT and
SUB-ADVISORY AGREEMENT
Federated Index Trust
THIS ASSIGNMENT is entered into as of January 1, 2004 by and between
FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware statutory trust ("FIMC"),
and FEDERATED EQUITY MANAGEMENT COMPANY OF PENNSYLVANIA, a Delaware statutory
trust ("FEMCOPA").
WHEREAS, FIMC, then known as Federated Management, entered into an
Investment Management Contract and an amendment thereto dated as of June 1,
2001 (collectively, the "Management Contract") with Federated Index Trust, a
Massachusetts business trust (the "Trust"), including the Exhibits thereto
making the Contract applicable to the following portfolios of the trust (the
"Funds"):
Exhibit Date Fund
A July 2, 1990 Federated Max-Cap Index Fund
B July 7, 1992 Federated Mini-Cap Index Fund
C July 7, 1992 Federated Mid-Cap Index Fund
WHEREAS, FIMC and the Trust entered into a Subadvisory Agreement dated
as of March 27, 2003 with respect to the Funds with Fund Asset Management,
L.P., a Delaware limited partnership;
WHEREAS, FIMC desires to assign to FEMCOPA its rights, duties and
responsibilities with respect to each of the Funds under the Management
Contract and under the aforementioned Subadvisory Agreement (together with
the Management Agreement, collectively the "Contracts"), and FEMCOPA desires
to accept such assignments from FIMC; and
WHEREAS, the Board of Trustees of the Trust has approved the assignment
of the Contracts from FIMC to FEMCOPA;
KNOW ALL MEN BY THESE PRESENTS THAT:
In consideration of the sum of One Dollar ($1.00) and other good and
valuable consideration, receipt of which is hereby acknowledged, FIMC does
hereby assign to FEMCOPA all of its rights, duties and responsibilities with
respect to the Funds named above under the Contracts described above, and
FEMCOPA does hereby accept such assignment.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to
be executed by their authorized representatives as of the date first
hereinabove set forth.
FEDERATED INVESTMENT FEDERATED EQUITY MANAGEMENT
MANAGEMENT COMPANY COMPANY OF PENNSYLVANIA
By: /s/ G. Xxxxxx Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------- ---------------------------
Name: G. Xxxxxx Xxxxxxxxx Name Xxxxx X. Xxxxxxxxx:
Title: Vice President Title: President
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of January 1, 2004, that
Federated Index Trust, a business trust duly organized under the laws of the
Commonwealth of Massachusetts (the "Trust"), does hereby nominate, constitute
and appoint Federated Management Company of Pennsylvania, a statutory trust
duly organized under the laws of the State of Delaware (the "Adviser"), to
act hereunder as the true and lawful agent and attorney-in-fact of the Trust,
acting on behalf of each of the series portfolios for which the 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
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 Trust in accordance with 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 July 2, 1990 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 "Investment Advisory Contract").
The 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 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 Adviser to act or assume
responsibility for any matters referred to above or other matters even though
the 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 Adviser under the terms of the Investment Advisory Contract or (iii)
exonerate, relieve or release the 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 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 adviser of any of the Funds.
The Trust hereby agrees to indemnify and save harmless the 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 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 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 Adviser on behalf of the Trust
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 Adviser in its capacity as agent or
attorney-in-fact of the Trust acting on behalf of any other Fund hereunder.
Any person, partnership, corporation or other legal entity dealing with
the Adviser in its capacity as attorney-in-fact hereunder for the Trust is
hereby expressly put on notice that the Adviser is acting solely in the
capacity as an agent of the Trust and that any such person, partnership,
corporation or other legal entity must look solely to the Trust in question
for enforcement of any claim against the Trust, as the Adviser assumes no
personal liability whatsoever for obligations of the Trust entered into by
the Adviser in its capacity as attorney-in-fact for the Trust.
Each person, partnership, corporation or other legal entity which deals
with a Fund of the Trust through the Adviser in its capacity as agent and
attorney-in-fact of the Trust, is hereby expressly put on notice (i) that all
persons or entities dealing with the Trust must look solely to the assets of
the Fund of the Trust on whose behalf the 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, the shareholders of the
various classes of shares of the Trust and the other Funds of the Trust
assume no personal liability whatsoever for obligations entered into on
behalf of such Fund of the Trust, and (ii) that the rights, liabilities and
obligations of any one Fund are separate and distinct from those of any other
Fund of the Trust.
The execution of this Limited Power of Attorney by the Trust 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 Adviser pursuant to the power or authority granted to the 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 Trust on whose behalf the Adviser was acting pursuant to the authority
granted hereunder.
The Trust hereby agrees that no person, partnership, corporation or
other legal entity dealing with the Adviser shall be bound to inquire into
the 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 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 Investment Advisory Contract between the Trust and the
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 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 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 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 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 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 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 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 Index Trust
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
------------------------------
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Accepted and agreed to this
January 1, 2004
Federated Equity Management Company
of Pennsylvania
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: President
Schedule 1
to Limited Power of Attorney
dated as of January 1, 2004
by Federated Index Trust
(the Trust "), acting on
behalf of each of the series portfolios
listed below, and appointing
Federated Equity Management Company of Pennsylvania
the attorney-in-fact of the
Trust
List of Series Portfolios
Federated Max-Cap Index Fund
Federated Mid-Cap Index Fund
Federated Mini-Cap Index Fund
