Common use of Limited Power of Attorney Clause in Contracts

Limited Power of Attorney. The Adviser hereby appoints the Sub-Adviser as the Trust’s agent and attorney-in-fact for the limited purpose of executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(s), as the Sub-Adviser shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of the Trust, 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 in the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its officers and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-fact. Any person dealing with the Sub-Adviser in its capacity as attorney-in-fact hereunder is hereby expressly put on notice that the Sub-Adviser is acting solely in the capacity as an agent of the Trust, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes no personal liability whatsoever for obligations of the Portfolio(s) entered into by the Sub-Adviser in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser.

Limited Power of Attorney. The KNOW ALL MEN BY THESE PRESENTS, dated as of December 1, 2018, that Federated Adviser Series (formerly, Federated MDT Equity Trust), a statutory trust duly organized under the laws of the State of Delaware (the “Trust”), does hereby appoints nominate, constitute and appoint Hermes Investment Management Limited, a limited liability corporation registered under the laws of England and Wales (the “Sub-Adviser Adviser”), to act hereunder as the Trust’s true and lawful agent and attorney-in-fact for the limited purpose of executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(s), as the Sub-Adviser shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of the Trust, hereby ratifies acting on behalf of each of the series portfolios of the Trust for which Sub-Adviser provides advisory services and confirms acts as good sub-adviser as of the date of this limited power of attorney and effectualfor such series portfolios that may be established by the Trust in the future from time to time (each such series portfolio being hereinafter referred to as a “Fund” and collectively as the “Funds”), at law 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 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 Trust in equity, all that the accordance with Sub-Adviser’s supervision of the investment, sale and its officers reinvestment of the funds and employees, may do in assets of each Fund pursuant to the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its officers and employees, authority granted to act on or assume responsibility for any matters in its capacity as attorney-in-fact. Any person dealing with the Sub-Adviser in its capacity as attorneysub-in-fact hereunder is hereby expressly put on notice adviser of each Fund under that certain Subadvisory Agreement dated December 1, 2018 by and between the Trust, Sub-Adviser is acting solely in the capacity and Federated Investment Management Company (such subadvisory contract, as an agent of the Trustmay be amended, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for supplemented or otherwise existing with respect modified from time to a particular series of time is hereinafter referred to as the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes no personal liability whatsoever for obligations of the Portfolio(s) entered into by the Sub-Adviser in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser“Subadvisory Contract”).

Limited Power of Attorney. The KNOW ALL MEN BY THESE PRESENTS, dated as of August 23, 2019, that Federated Adviser Series, a statutory Trust duly organized under the laws of the State of Delaware (the “Trust”), does hereby appoints nominate, constitute and appoint Polaris Capital Management, LLC, a limited liability company organized under the laws of the Commonwealth of Massachusetts (the “Sub-Adviser Adviser”), to act hereunder as the Trust’s true and lawful agent and attorney-in-fact for the limited purpose of executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(s), as the Sub-Adviser shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of the Trust, hereby ratifies acting on behalf of each of the series portfolios of the Trust for which Sub-Adviser provides advisory services and confirms acts as good sub-adviser as of the date of this limited power of attorney and effectualfor such series portfolios that may be established by the Trust in the future from time to time (each such series portfolio being hereinafter referred to as a “Fund” and collectively as the “Funds”), at law 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 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 Trust in equity, all that the accordance with Sub-Adviser’s supervision of the investment, sale and its officers reinvestment of the funds and employees, may do in assets of each Fund pursuant to the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its officers and employees, authority granted to act on or assume responsibility for any matters in its capacity as attorney-in-fact. Any person dealing with the Sub-Adviser in its capacity as attorneysub-in-fact hereunder is hereby expressly put on notice adviser of each Fund under that certain Subadvisory Agreement dated August 23, 2019, by and between the Trust, Sub-Adviser is acting solely in the capacity and Federated Global Investment Management Corp. (such subadvisory contract, as an agent of the Trustmay be amended, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for supplemented or otherwise existing with respect modified from time to a particular series of time is hereinafter referred to as the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes no personal liability whatsoever for obligations of the Portfolio(s) entered into by the Sub-Adviser in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser“Subadvisory Contract”).

Limited Power of Attorney. The Adviser KNOW ALL MEN BY THESE PRESENTS, dated as of June 1, 2017, that Federated MDT Equity Trust, a statutory trust duly organized under the laws of the state of Delaware (the “Trust”), does hereby appoints nominate, constitute and appoint Federated MDTA, LLC, a limited liability company duly organized under the Sub-Adviser laws of the Delaware (the "Adviser"), to act hereunder as the Trust’s true and lawful agent and attorney-in-fact for the limited purpose of executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(s), as the Sub-Adviser shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of the Trust, 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 the Trust and each portfolio thereof in accordance with Adviser's supervision of the investment, sale and reinvestment of the funds and assets of the Trust and each portfolio thereof pursuant to the authority granted to the Adviser as investment adviser of the Trust under that certain investment advisory contract dated June 1, 2017 by and between the Adviser and the Fund (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 Sub-Adviser, and its officers and employees, may do in by virtue hereof. However, despite the capacity as attorney-in-fact. Nothing in this Agreement above provisions, nothing herein shall be construed as imposing a duty on the Sub-Adviser, or its officers and employees, Adviser to act on 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 capacity duties as attorney-in-factthe investment adviser of the Fund. 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 and each portfolio thereof, 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 and each portfolio thereof, 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 and each portfolio thereof during the term of this Limited Power of Attorney. Any person person, partnership, corporation or other legal entity dealing with the Sub-Adviser in its capacity as attorney-in-fact hereunder for the Trust is hereby expressly put on notice that the Sub-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 for enforcement of any claim against the Trust, that as the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes no personal liability whatsoever for obligations of the Portfolio(s) Trust entered into by the Sub-Adviser in its capacity as attorney-in-factfact for the Trust. For Each person, partnership, corporation or other legal entity which deals with the avoidance of doubt, nothing Trust through the Adviser in this Section 4 is intended to obviate any liability its capacity as agent and attorney-in-fact of the Sub-Trust is hereby expressly put on notice that all persons or entities dealing with the Trust must look solely to the assets of the Trust and/or the specific portfolio 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 the Trust, the shareholders of the Trust assume no personal liability whatsoever for obligations entered into on behalf of the Trust. Liability for or recourse under or upon any undertaking of the Adviser pursuant to the power or authority granted to the Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable 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 Subassets of the Fund 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.

Limited Power of Attorney. The Adviser hereby appoints the Sub-Adviser as the Trust’s agent and attorney-in-fact for the limited purpose of executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(sFund(s), as the Sub-Adviser shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of the Trust, 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 in the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its officers and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-fact. Any person dealing with the Sub-Adviser in its capacity as attorney-in-fact hereunder is hereby expressly put on notice that the Sub-Adviser is acting solely in the capacity as an agent of the Trust, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes no personal liability whatsoever for obligations of the Portfolio(sFund(s) entered into by the Sub-Adviser in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser.

Limited Power of Attorney. The Adviser hereby appoints the Sub-Adviser as the Trust’s agent and attorney-in-fact for the limited purpose of on-boarding the Portfolio to ISDAs and other necessary derivative agreements and executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(s), as the Sub-Adviser shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of the Trust, 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 in the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its officers and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-fact. Any person dealing with the Sub-Adviser in its capacity as attorney-in-fact hereunder is hereby expressly put on notice that the Sub-Adviser is acting solely in the capacity as an agent of the Trust, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes no personal liability whatsoever for obligations of the Portfolio(s) entered into by the Sub-Adviser in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser.

Limited Power of Attorney. The Adviser hereby appoints the Sub-Adviser Advisers as the Trust’s agent agents and attorneyattorneys-in-fact for the limited purpose of executing account documentation, agreements, contracts and other documents (including, without limitation, ISDA and LSTA documentation) on behalf of the Portfolio(s), as the Sub-Adviser Advisers shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of the Trust, hereby ratifies and confirms as good and effectual, at law or in equity, all that the Sub-AdviserAdvisers, and its their officers and employees, may do in the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-AdviserAdvisers, or its their officers and employees, to act on or assume responsibility for any matters in its their capacity as attorneyattorneys-in-fact. Any person dealing with the Sub-Adviser Advisers in its their capacity as attorneyattorneys-in-fact hereunder is hereby expressly put on notice that the Sub-Adviser is Advisers are acting solely in the capacity as an agent agents of the Trust, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes Advisers assume no personal liability whatsoever for obligations of the Portfolio(s) entered into by the Sub-Adviser Advisers in its their capacity as attorneyattorneys-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser Advisers under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-AdviserAdvisers, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser Advisers a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Advisers. To the extent that Adviser provides specific additional instructions to Sub-Adviser directing its activities under this Agreement (“Instructions”), Adviser acknowledges that Sub-Adviser, in following the Instructions, is acting outside of its discretionary authority, and that Sub-Adviser shall have no liability for any actions taken pursuant to Instructions, except if such actions are taken in a negligent manner.

Limited Power of Attorney. The Adviser hereby appoints the Sub-Adviser as the Trust’s agent and attorney-in-fact for the limited purpose of executing account documentation, such brokerage, derivatives, subscription and other agreements, contracts contracts, confirmations, certifications regarding the Portfolio(s) status as an accredited investor, qualified institutional buyer or qualified purchaser, and other documents on behalf of the Portfolio(s) (including, without limitation, ISDA, LSTA and/or Master Securities Forward Transaction Agreement or MSFTA documentation), as the Sub-Adviser deems necessary or appropriate in connection with the Portfolio(s) investment activities or as shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with the services provided by it the Sub-Adviser hereunder. The Adviser, on behalf of the Trust, 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 in the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its officers and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-fact. Any person dealing with the Sub-Adviser in its capacity as attorney-in-fact hereunder is hereby expressly put on notice that the Sub-Adviser is acting solely in the capacity as an agent of the Trust, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes no personal liability whatsoever for obligations of the Portfolio(s) entered into by the Sub-Adviser in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser.

Limited Power of Attorney. The Adviser hereby appoints the Sub-Adviser Advisers as the Trust’s agent agents and attorneyattorneys-in-fact for the limited purpose of executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(s), as the Sub-Adviser Advisers shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of the Trust, hereby ratifies and confirms as good and effectual, at law or in equity, all that the Sub-AdviserAdvisers, and its their officers and employees, may do in the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-AdviserAdvisers, or its their officers and employees, to act on or assume responsibility for any matters in its their capacity as attorneyattorneys-in-fact. Any person dealing with the Sub-Adviser Advisers in its their capacity as attorneyattorneys-in-fact hereunder is hereby expressly put on notice that the Sub-Adviser is Advisers are acting solely in the capacity as an agent agents of the Trust, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes Advisers assume no personal liability whatsoever for obligations of the Portfolio(s) entered into by the Sub-Adviser Advisers in its their capacity as attorneyattorneys-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser Advisers under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-AdviserAdvisers, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser Advisers a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-AdviserAdvisers.

Limited Power of Attorney. The Adviser hereby appoints the Sub-Adviser as the Trust’s agent and attorney-in-fact for the limited purpose of executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(s), as the Sub-Adviser shall be requested by brokers, dealers dealers, FCMs, or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of the Trust, 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 in the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its officers and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-fact. Any person dealing with the Sub-Adviser in its capacity as attorney-in-fact hereunder is hereby expressly put on notice that the Sub-Adviser is acting solely in the capacity as an agent of the Trust, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes no personal liability whatsoever for obligations of the Portfolio(s) entered into by the Sub-Adviser in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser.

Limited Power of Attorney. The Adviser hereby appoints the Sub-Adviser as the Adviser’s, the Trust’s and the Portfolio(s) agent and attorney-in-fact for the limited purpose of executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(s), as the Sub-Adviser shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of itself, the TrustTrust and the Portfolio(s), 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 in the capacity as attorney-in-factfact for the Adviser, the Trust or the Portfolio(s). Nothing in this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its officers and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-fact. Any person (including any partnership, corporation, other legal entity or natural person) dealing with the Sub-Adviser in its capacity as attorney-in-fact for the Adviser, the Trust or the Portfolio(s) hereunder is hereby expressly put on notice that the Sub-Adviser is acting solely in the capacity as an agent of the TrustAdviser, the Trust or the Portfolio(s), that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes no personal liability whatsoever for obligations of the Adviser, the Portfolio(s) or the Trust entered into by the Sub-Adviser in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have the Adviser, the Trust or the Portfolio(s) execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser.

Limited Power of Attorney. The Adviser hereby appoints the Sub-Adviser as the Trust’s agent and attorney-in-fact for the limited purpose of executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(s), as the Sub-Adviser shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of the Trust, 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 in the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its officers and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-fact. Any person dealing with the Sub-Adviser in its capacity as attorney-in-fact hereunder is hereby expressly put on notice that the Sub-Adviser is acting solely in the capacity as an agent of the Trust, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes no personal liability whatsoever for obligations of the Portfolio(s) entered into by the Sub-Adviser in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser, the Adviser or the Trust under this Agreement to the extent contemplated in Section 6.A. 6. If requested by the Sub-Adviser, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser.

Limited Power of Attorney. The Adviser hereby appoints the Sub-Adviser as the Trust’s agent and attorney-in-fact for the limited purpose of on-boarding the Fund to ISDA’s and other necessary derivative agreements and executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(sFund(s), as the Sub-Adviser shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of the Trust, 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 in the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its officers and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-fact. Any person dealing with the Sub-Adviser in its capacity as attorney-in-fact hereunder is hereby expressly put on notice that the Sub-Adviser is acting solely in the capacity as an agent of the Trust, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes no personal liability whatsoever for obligations of the Portfolio(sFund(s) entered into by the Sub-Adviser in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser.

Limited Power of Attorney. The Adviser hereby appoints the Sub-Adviser as Adviser’s, the TrustCompany’s and each Fund’s agent and attorney-in-fact for the limited purpose purposes of executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(s), as the Sub-Adviser shall be requested by brokers, dealers or other intermediaries, counterparties counter parties and other persons or entities in connection with its management of the services provided by it hereunderSubadvised Assets of each Fund. The Adviser, on behalf of itself, each Fund and the TrustCompany, hereby ratifies and confirms as good and effectual, at law or in equity, all that the Sub-Adviser, and its trustees/directors, officers and employees, may do in the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its trustees/directors, officers and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-factfact for Adviser, a Fund or the Company. Any person, partnership, corporation or other legal entity or natural person dealing with the Sub-Adviser in its capacity as attorney-in-fact hereunder for Adviser, a Fund or the Company is hereby expressly put on notice that the Sub-Adviser is acting solely in the capacity as an agent of Adviser, such Fund or the TrustCompany, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that any such person, partnership, corporation or other legal entity or natural person must look solely to Adviser, such Fund or the debtsCompany, liabilitiesas applicable, obligations and expenses incurredfor enforcement of any claim against Adviser, contracted for such Fund or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series onlyCompany, and not against the assets of the Trust generally, or any other series thereof. The as Sub-Adviser assumes no personal liability whatsoever for obligations of Adviser, such Fund or the Portfolio(s) Company entered into by the Sub-Adviser in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have Adviser, each Fund or the Trust Company execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser.

Limited Power of Attorney. The Adviser hereby appoints the Sub-Adviser as the Trust’s agent and attorney-in-fact for the limited purpose of opening accounts and executing account documentation, including without limitation, agreements, contracts contracts, representations, warranties, indemnities, representation letters, futures account agreements, master agreements related to derivatives transactions, and other documents on behalf of the Portfolio(s), as the Sub-Adviser shall be deems necessary or desirable or as requested by brokers, dealers dealers, futures commission merchants or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of the Trust, 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 in the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its officers and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-fact. Any person dealing with the Sub-Adviser in its capacity as attorney-in-fact hereunder is hereby expressly put on notice that the Sub-Adviser is acting solely in the capacity as an agent of the Trust, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes no personal liability whatsoever for obligations of the Portfolio(s) entered into by the Sub-Adviser in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser.

Limited Power of Attorney. The Adviser hereby appoints the Sub-Adviser Advisers as the Trust’s agent agents and attorneyattorneys-in-fact for the limited purpose of executing account documentation, agreements, contracts and other documents (including, without limitation, ISDA and LSTA documentation) on behalf of the Portfolio(sFund(s), as the Sub-Adviser Advisers shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of the Trust, hereby ratifies and confirms as good and effectual, at law or in equity, all that the Sub-AdviserAdvisers, and its their officers and employees, may do in the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-AdviserAdvisers, or its their officers and employees, to act on or assume responsibility for any matters in its their capacity as attorneyattorneys-in-fact. Any person dealing with the Sub-Adviser Advisers in its their capacity as attorneyattorneys-in-fact hereunder is hereby expressly put on notice that the Sub-Adviser is Advisers are acting solely in the capacity as an agent agents of the Trust, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes Advisers assume no personal liability whatsoever for obligations of the Portfolio(sFund(s) entered into by the Sub-Adviser Advisers in its their capacity as attorneyattorneys-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser Advisers under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-AdviserAdvisers, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser Advisers a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Advisers To the extent that Adviser provides specific additional instructions to Sub-Adviser directing its activities under this Agreement (“Instructions”), Adviser acknowledges that Sub-Adviser, in following the Instructions, is acting outside of its discretionary authority, and that Sub-Adviser shall have no liability for any actions taken pursuant to Instructions, except if such actions are taken in a negligent manner.

Limited Power of Attorney. The Adviser hereby appoints the Sub-Adviser Subadviser as Adviser’s, the TrustCompany’s and each Fund’s agent and attorney-in-fact for the limited purpose purposes of executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(s), as the Sub-Adviser Subadviser shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with its management of the services provided by it hereunderSub-Advised Assets of each Fund. The Adviser, on behalf of itself, each Fund and the TrustCompany, hereby ratifies and confirms as good and effectual, at law or in equity, all that the Sub-AdviserSub- Subadviser, and its officers officers, directors and employees, may do in the capacity as attorney-in-fact. Nothing in this Agreement shall be construed as imposing a duty on the Sub-AdviserSubadviser, or its officers officers, directors and employees, to act on or assume responsibility for any matters in its capacity as attorney-attorney- in-factfact for Adviser, a Fund or the Company. Any person, partnership, corporation or other legal entity or natural person dealing with the Sub-Adviser Subadviser in its capacity as attorney-in-fact hereunder for Adviser, a Fund or the Company is hereby expressly put on notice that the Sub-Adviser Subadviser is acting solely in the capacity as an agent of Adviser, such Fund or the TrustCompany, that the Trust’s certificate of trust is on file with the Delaware Secretary of State and that any such person, partnership, corporation or other legal entity or natural person must look solely to Adviser, such Fund or the debtsCompany, liabilitiesas applicable, obligations and expenses incurredfor enforcement of any claim against Adviser, contracted for such Fund or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series onlyCompany, and not against the assets of the Trust generally, or any other series thereof. The as Sub-Adviser Subadviser assumes no personal liability whatsoever for obligations of Adviser, such Fund or the Portfolio(s) Company entered into by the Sub-Adviser Subadviser in its capacity as attorney-in-in- fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-AdviserSubadviser, the Adviser agrees to have Adviser, each Fund or the Trust Company execute and deliver to the Sub-Adviser Subadviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser.

Limited Power of Attorney. The Adviser Investment Manager hereby appoints the Sub-Adviser Subadviser as the TrustFund’s agent and attorney-in-fact for the limited purpose purposes of executing account documentation, agreements, contracts contracts, confirmations related to derivatives trades and other documents on behalf of the Portfolio(s), Fund as the Sub-Adviser shall be requested Subadviser reasonably believes is required by brokers, brokers or dealers or other intermediaries, counterparties and other persons or entities in connection with its management of the services provided Fund assets allocated for management by it hereunderSubadviser under this Agreement. The AdviserSubadviser shall provide Investment Manager with a reasonable opportunity to review (and comment thereon) any such agreements or contracts prior to execution thereof. Nothing in this Agreement shall be construed as imposing a duty on Subadviser, or its directors, officers and employees, to act or assume responsibility for any matters in their respective capacity as attorney-in-fact for the Fund and, with respect to actions taken by Subadviser in the capacity as attorney-in-fact. Investment Manager, on behalf of itself and the TrustFund, hereby ratifies and confirms as good and effectual, at law or in equity, all that the Sub-Adviser, Subadviser and its directors, officers and employees, employees may do in the capacity as attorney-in-fact. Nothing , subject, in any case, to Section 8 of this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its officers relating to Liability and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-factIndemnification. Any person, partnership, corporation or other legal entity or natural person dealing with the Sub-Adviser Subadviser in its capacity as attorney-in-fact hereunder for the Fund is hereby expressly put on notice that the Sub-Adviser Subadviser is acting solely in the capacity as an agent of the Trust, that the Trust’s certificate of trust is on file with the Delaware Secretary of State Fund and that any such person, partnership, corporation or other legal entity or natural person must look to the debts, liabilities, obligations and expenses incurred, contracted Fund for or otherwise existing with respect to a particular series enforcement of the Trust are enforceable any claim against the assets of such series only, and not against the assets of the Trust generally, or any other series thereofFund. The Sub-Adviser assumes Subadviser has no personal liability whatsoever for obligations of the Portfolio(s) Fund entered into by the Sub-Adviser Subadviser pursuant to this Agreement in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-AdviserSubadviser, the Adviser Investment Manager agrees to have the Trust Fund execute and deliver to the Sub-Adviser Subadviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-AdviserSubadviser and Investment Manager.

Limited Power of Attorney. The Adviser Investment Manager hereby appoints the Sub-Adviser Subadviser as the TrustFund’s agent and attorney-in-fact for the limited purpose purposes of executing account documentation, agreements, contracts contracts, confirmations related to transactions and other documents on behalf of the Portfolio(s), Fund as the Sub-Adviser shall be requested Subadviser reasonably believes is required by brokers, brokers or dealers or other intermediaries, counterparties and other persons or entities in connection with its management of the services provided Fund assets allocated for management by it hereunderSubadviser under this Agreement. The AdviserSubadviser shall provide Investment Manager with a reasonable opportunity to review (and comment thereon) any such agreements or contracts prior to execution thereof. Nothing in this Agreement shall be construed as imposing a duty on Subadviser, or its trustees, officers, employees nor shareholders, to act or assume responsibility for any matters in their respective capacity as attorney-in-fact for the Fund and, with respect to actions taken by Subadviser in the capacity as attorney-in-fact. Investment Manager, on behalf of itself and the TrustFund, hereby ratifies and confirms as good and effectual, at law or in equity, all that the Sub-Adviser, Subadviser and its officers trustees, officers, employees and employees, shareholders may do in the capacity as attorney-in-fact. Nothing , subject, in any case, to Section 8 of this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its officers relating to Liability and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-factIndemnification. Any person, partnership, corporation or other legal entity or natural person dealing with the Sub-Adviser Subadviser in its capacity as attorney-in-fact hereunder for the Fund is hereby expressly put on notice that the Sub-Adviser Subadviser is acting solely in the capacity as an agent of the Trust, that the Trust’s certificate of trust is on file with the Delaware Secretary of State Fund and that any such person, partnership, corporation or other legal entity or natural person must look to the debts, liabilities, obligations and expenses incurred, contracted Fund for or otherwise existing with respect to a particular series enforcement of the Trust are enforceable any claim against the assets of such series only, and not against the assets of the Trust generally, Fund or any other series thereofSubadviser. The Sub-Adviser assumes Subadviser has no personal liability whatsoever for obligations of the Portfolio(s) Fund entered into by the Sub-Adviser Subadviser pursuant to this Agreement in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-AdviserSubadviser, the Adviser Investment Manager agrees to have the Trust Fund execute and deliver to the Sub-Adviser Subadviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-AdviserSubadviser and Investment Manager.

Limited Power of Attorney. The Adviser hereby appoints the Sub-Adviser as Adviser’s, the Trust’s and the Fund’s agent and attorney-in-fact for the limited purpose purposes of executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(s), as the Sub-Adviser shall be requested by brokers, dealers or other intermediaries, counterparties counter parties and other persons or entities in connection with its management of the services provided by it hereunderSubadvised Assets of the Fund. The Adviser, on behalf of itself, the Fund and the Trust, hereby ratifies and confirms as good and effectual, at law or in equity, all that the Sub-Adviser, and its directors, officers and employees, may do in the capacity as attorney-in-fact, provided such action is within the scope of the limited power of attorney granted herein. Nothing in this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its directors, officers and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-factfact for Adviser, a Fund or the Trust. Any person, partnership, corporation or other legal entity or natural person dealing with the Sub-Adviser in its capacity as attorney-in-fact hereunder for Adviser, the Fund or the Trust is hereby expressly put on notice that the Sub-Adviser is acting solely in the capacity as an agent of Adviser, such Fund or the Trust, and that any such person, partnership, corporation or other legal entity or natural person must look solely to Adviser, such Fund or the Trust’s certificate , as applicable, for enforcement of trust is on file with any claim against Adviser, such Fund or the Delaware Secretary of State and that the debtsTrust, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The as Sub-Adviser assumes no personal liability whatsoever for obligations of Adviser, such Fund or the Portfolio(s) Trust entered into by the Sub-Adviser in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have Adviser, the Fund or the Trust execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser. The Adviser, the Fund or the Trust will deliver to Sub-Adviser a fully executed and accurate W-9 or some other acceptable form reflecting that the Fund and/or the Trust is not subject to withholding for federal income taxes.

Limited Power of Attorney. The Adviser KNOW ALL MEN BY THESE PRESENTS, dated as of December [ ], 2009, that Federated Enhanced Treasury Income Fund, a statutory trust duly organized under the laws of the State of Delaware (the “Trust”), does hereby appoints nominate, constitute and appoint Federated Investment Management Company, a statutory trust duly organized under the Sub-Adviser laws of the State of Delaware (the “Adviser”), to act hereunder as the Trust’s true and lawful agent and attorney-in-fact for the limited purpose of executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(s), as the Sub-Adviser shall be requested by brokers, dealers or other intermediaries, counterparties and other persons or entities in connection with the services provided by it hereunder. The Adviser, on behalf of the Trust, 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 the Trust in accordance with Adviser’s supervision of the investment, sale and reinvestment of the funds and assets of the Trust pursuant to the authority granted to the Adviser as investment adviser of the Trust under that certain investment advisory contract dated December [ ], 2009 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 Management Agreement”). 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 Sub-Adviser, and its officers and employees, may do in by virtue hereof. However, despite the capacity as attorney-in-fact. Nothing in this Agreement above provisions, nothing herein shall be construed as imposing a duty on the Sub-Adviser, or its officers and employees, Adviser to act on 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 modification of, or supplement to, the Investment Management Agreement, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Management Agreement or (iii) exonerate, relieve or release the Adviser from 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 Management Agreement or (y) at law, or in equity, for the performance of its capacity duties as attorney-in-factthe investment adviser of the Trust. 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. Any person person, partnership, corporation or other legal entity dealing with the Sub-Adviser in its capacity as attorney-in-fact hereunder for the Trust is hereby expressly put on notice that the Sub-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, that as the Trust’s certificate of trust is on file with the Delaware Secretary of State and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The Sub-Adviser assumes no personal liability whatsoever for obligations of the Portfolio(s) Trust entered into by the Sub-Adviser in its capacity as attorney-in-factfact for the Trust. For Each person, partnership, corporation or other legal entity which deals with the avoidance of doubt, nothing Trust through the Adviser in this Section 4 is intended to obviate any liability its capacity as agent and attorney-in-fact of the Sub-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 Trust 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 assume no personal liability whatsoever for obligations entered into on behalf of the Trust. Liability for or recourse under or upon any undertaking of the Adviser pursuant to the power or authority granted to the Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have the Trust execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable 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 Subassets of the Trust. 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 Management Agreement 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.

Limited Power of Attorney. The Adviser hereby appoints the Sub-Adviser as Adviser’s, the Trust’s and the Fund’s agent and attorney-in-fact for the limited purpose purposes of executing account documentation, agreements, contracts and other documents on behalf of the Portfolio(s), as the Sub-Adviser shall be requested by brokers, dealers or other intermediaries, counterparties counter parties and other persons or entities in connection with its management of the services provided by it hereunderSubadvised Assets of the Fund. The Adviser, on behalf of itself, the Fund and the Trust, hereby ratifies and confirms as good and effectual, at law or in equity, all that the Sub-Adviser, and its trustees/directors, officers and employees, may do in the capacity as attorney-in-fact, provided such action is within the scope of the limited power of attorney granted herein. Nothing in this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its trustees/directors, officers and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-factfact for Adviser, the Fund or the Trust. Any person, partnership, corporation or other legal entity or natural person dealing with the Sub-Adviser in its capacity as attorney-in-fact hereunder for Adviser, the Fund or the Trust is hereby expressly put on notice that the Sub-Adviser is acting solely in the capacity as an agent of Adviser, the Fund or the Trust, and that any such person, partnership, corporation or other legal entity or natural person must look solely to Adviser, the Fund or the Trust’s certificate , as applicable, for enforcement of trust is on file with any claim against Adviser, the Delaware Secretary of State and that Fund or the debtsTrust, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust are enforceable against the assets of such series only, and not against the assets of the Trust generally, or any other series thereof. The as Sub-Adviser assumes no personal liability whatsoever for obligations of Adviser, the Portfolio(s) Fund or the Trust entered into by the Sub-Adviser in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-Adviser, the Adviser agrees to have Adviser, the Fund or the Trust execute and deliver to the Sub-Adviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-Adviser.

Limited Power of Attorney. The Adviser Investment Manager hereby appoints the Sub-Adviser Subadviser as the TrustFund’s agent and attorney-in-fact for the limited purpose purposes of executing account documentation, agreements, contracts contracts, confirmations related to derivatives trades and other documents on behalf of the Portfolio(s), Fund as the Sub-Adviser shall be requested Subadviser reasonably believes is required by brokers, brokers or dealers or other intermediaries, counterparties and other persons or entities in connection with its management of the services provided Fund assets allocated for management by it hereunderSubadviser under this Agreement. The AdviserSubadviser shall provide Investment Manager with a reasonable opportunity to review (and comment thereon) any such agreements or contracts prior to execution thereof. Nothing in this Agreement shall be construed as imposing a duty on Subadviser, or its trustees, officers, employees nor shareholders, to act or assume responsibility for any matters in their respective capacity as attorney-in-fact for the Fund and, with respect to actions taken by Subadviser in the capacity as attorney-in-fact. Investment Manager, on behalf of itself and the TrustFund, hereby ratifies and confirms as good and effectual, at law or in equity, all that the Sub-Adviser, Subadviser and its officers trustees, officers, employees and employees, shareholders may do in the capacity as attorney-in-fact. Nothing , subject, in any case, subject to Section 8 of this Agreement shall be construed as imposing a duty on the Sub-Adviser, or its officers relating to Liability and employees, to act on or assume responsibility for any matters in its capacity as attorney-in-factIndemnification. Any person, partnership, corporation or other legal entity or natural person dealing with the Sub-Adviser Subadviser in its capacity as attorney-in-fact hereunder for the Fund is hereby expressly put on notice that the Sub-Adviser Subadviser is acting solely in the capacity as an agent of the Trust, that the Trust’s certificate of trust is on file with the Delaware Secretary of State Fund and that any such person, partnership, corporation or other legal entity or natural person must look to the debts, liabilities, obligations and expenses incurred, contracted Fund for or otherwise existing with respect to a particular series enforcement of the Trust are enforceable any claim against the assets of such series only, and not against the assets of the Trust generally, Fund or any other series thereofSubadviser. The Sub-Adviser assumes Subadviser has no personal liability whatsoever for obligations of the Portfolio(s) Fund entered into by the Sub-Adviser Subadviser pursuant to this Agreement in its capacity as attorney-in-fact. For the avoidance of doubt, nothing in this Section 4 is intended to obviate any liability of the Sub-Adviser under this Agreement to the extent contemplated in Section 6.A. If requested by the Sub-AdviserSubadviser, the Adviser Investment Manager agrees to have the Trust Fund execute and deliver to the Sub-Adviser Subadviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to the Sub-AdviserSubadviser and Investment Manager.