Exhibit d(vii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
World Investment Series, Inc.
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between Federated Global Research Corp., a Delaware
corporation (hereinafter referred to as "Adviser") and Federated Research, a
Delaware business trust located in Pittsburgh, Pennsylvania (hereinfter 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 Global Financial Services Fund (the "Fund"), a
portfolio of 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. In the event that the fee due from the Corporation to the Adviser on
behalf of the Fund is reduced in order to meet expense limitations imposed on
the Fund by state securities laws or regulations, the Sub-Advisory Fee shall be
reduced by one-half of said reduction in the fee due from the Corporation to the
Adviser on behalf of the Fund.
Notwithstanding any other provision of this Agreement, 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 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 Investment Company
Act of 1940); 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 Investment Company
Act of 1940) 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 Investment Company Act of 1940, 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 Investment Company Act of 1940) of the Fund.
Exhibit A
World Investment Series, Inc.
Sub-Advisory Contract
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser an allocable portion of the Fund's investment advisory fee. The
allocation shall be based on the amount of foreign securities which the
Sub-Adviser manages for the Fund. Such allocation shall be calculated by
multiplying the percentage of the Fund's portfolio invested in foreign
securities by the investment advisory fee which has been agreed upon by the Fund
and Adviser. The Sub-Advisory Fee shall be accrued Daily, and paid Daily as set
forth in the Primary Advisory Contract dated November 20, 1995.
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, and their corporate
seals to be affixed hereto this 1st day of September, 1998.
Federated Global Research Corp.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
Federated Research
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of September 1, 1998, that 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 Research, a business trust duly organized under the laws of
the Delaware (the "Subadviser"), 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 Subadviser 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 Subadviser 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 Subadviser's
supervision of the investment, sale and reinvestment of the funds and assets of
each Fund pursuant to the authority granted to the Subadviser as investment
adviser of each Fund under that certain subadvisory contract dated September 1,
1998 by and between the Subadviser and the Corporation (such subadvisory
contract, as may be amended, supplemented or otherwise modified from time to
time is hereinafter referred to as the "Subadvisory Contract").
The Subadviser shall exercise or omit to exercise the powers and
authorities granted herein in each case as the Subadviser 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 Subadviser, 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 Subadviser to act or assume responsibility
for any matters referred to above or other matters even though the Subadviser
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 Subadvisory Contract, (ii) to amend, modify, limit or
denigrate any duties, obligations or liabilities of the Subadviser under the
terms of the Subadvisory Contract or (iii) exonerate, relieve or release the
Subadviser 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 Subadviser (x) under the
terms of the Subadvisory Contract or (y) at law, or in equity, for the
performance of its duties as the investment adviser of any of the Funds.
The Corporation hereby agrees to indemnify and save harmless the Subadviser
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 Subadviser 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 Subadviser'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 Subadviser 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 Subadviser 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 Subadviser 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
Subadviser in its capacity as attorney-in-fact hereunder for the Corporation is
hereby expressly put on notice that the Subadviser 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 Subadviser
assumes no personal liability whatsoever for obligations of the Corporation
entered into by the Subadviser 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 Subadviser 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 Subadviser 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
Subadviser pursuant to the power or authority granted to the Subadviser 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 Subadviser was acting pursuant to the authority
granted hereunder.
The Corporation hereby agrees that no person, partnership, corporation or
other legal entity dealing with the Subadviser shall be bound to inquire into
the Subadviser'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
Subadvisory Contract between the Corporation and the Subadviser. 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
Subadviser 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 Subadviser, 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 Subadviser 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 Subadviser 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 Subadviser 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 Subadviser 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 Subadviser will execute sufficient
counterparts so that the Subadviser shall have a counterpart executed by it and
the Corporation, and the Corporation shall have a counterpart executed by the
Corporation and the Subadviser. 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.
WORLD INVESTMENT SERIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: President
Accepted and agreed to September 1, 1998
FEDERATED RESEARCH
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
Schedule 1
to Limited Power of Attorney
dated as of September 1, 1998
by World Investment Series, Inc.
(the Corporation "), acting on
behalf of each of the series portfolios
listed below, and appointing
Federated Research
the attorney-in-fact of the
Corporation
List of Series Portfolios
Federated Global Financial Services Fund
