ASSIGNMENT of
INVESTMENT ADVISORY CONTRACT
Federated International High Income Fund
THIS ASSIGNMENT is entered into as of January 1, 2004 by and between
FEDERATED GLOBAL INVESTMENT MANAGEMENT CORP., a Delaware corporation
("FGIMCO"), and FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware statutory
Corporation ("FIMC").
WHEREAS, FGIMCO, then know as Federated Global Research Corp., entered
into an Investment Advisory Contract dated as of September 1, 1996 (the
"Contract") with Federated World Investment Series, Inc., then known as World
Investment Series, Inc. (the "Corporation"), with respect to Federated
International High Income Fund (the "Fund"), a portfolio of the Corporation;
WHEREAS, FGIMCO desires to assign its rights, duties and
responsibilities with respect to the Fund under the Contract to FIMC, and
FIMC desires to accept such assignment from FGIMCO; and
WHEREAS, the Board of Directors of the Corporation has approved the
assignment of the Contract from FGIMCO to FIMC;
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, FGIMCO does
hereby assign all of its rights, duties and responsibilities with respect to
the Fund under the Contract described above to FIMC, and FIMC 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 GLOBAL INVESTMENT FEDERATED INVESTMENT MANAGEMENT
MANAGEMENT CORP. COMPANY
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 World Investment Series, Inc., a corporation duly organized under
the laws of the State of Maryland (the "Corporation"), does hereby nominate,
constitute and appoint Federated Investment Management Company, a 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
Corporation, 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 Corporation 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 September 1,
1996 by and between the Adviser and the Corporation (such investment advisory
contract, as may be amended, supplemented or otherwise modified from time to
time is hereinafter referred to as the "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 Corporation 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 Corporation 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 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 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 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 Adviser on
behalf of the Corporation during the term of this Limited Power of Attorney.
No Fund shall have any joint or several obligation with any other Fund to
reimburse or indemnify an Indemnified Party for any action, event, matter or
occurrence performed or omitted by or on behalf of the Adviser in its
capacity as agent or attorney-in-fact of the Corporation 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 Corporation is hereby expressly put on notice that the Adviser is acting
solely in the capacity as an agent of the Corporation and that any such
person, partnership, corporation or other legal entity must look solely to
the Corporation in question for enforcement of any claim against the
Corporation, as the Adviser assumes no personal liability whatsoever for
obligations of the Corporation entered into by the Adviser in its capacity as
attorney-in-fact for the Corporation.
Each person, partnership, corporation or other legal entity which
deals with a Fund of the Corporation through the Adviser in its capacity as
agent and attorney-in-fact of the Corporation, is hereby expressly put on
notice (i) that all persons or entities dealing with the Corporation must
look solely to the assets of the Fund of the Corporation on whose behalf the
Adviser is acting pursuant to its powers hereunder for enforcement of any
claim against the Corporation, as the Trustees, 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 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 Corporation on whose behalf
the Adviser was acting pursuant to the authority granted hereunder.
The Corporation hereby agrees that no person, partnership,
corporation or other legal entity dealing with the 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
Corporation that this Limited Power of Attorney has been revoked. This
Limited Power of Attorney shall be revoked and terminated automatically upon
the cancellation or termination of the Investment Advisory Contract between
the Corporation and the Adviser. Except as provided in the immediately
preceding sentence, the powers and authorities herein granted may be revoked
or terminated by the Corporation at any time provided that no such revocation
or termination shall be effective until the Adviser has received actual
notice of such revocation or termination in writing from the Corporation.
This Limited Power of Attorney constitutes the entire agreement
between the Corporation and the 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 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 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 Corporation when the Corporation 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 Corporation and the Adviser will
execute sufficient counterparts so that the Adviser shall have a counterpart
executed by it and the Corporation, and the Corporation shall have a
counterpart executed by the Corporation and the Adviser. Each counterpart
shall be deemed an original and all such taken together shall constitute but
one and the same instrument, and it shall not be necessary in making proof of
this Limited Power of Attorney to produce or account for more than one such
counterpart.
IN WITNESS WHEREOF, the Corporation has caused this Limited Power
of Attorney to be executed by its duly authorized officer as of the date
first written above.
Federated World Investment Series, Inc.
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Accepted and agreed to this
January 1, 2004
Federated Investment Management Company
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 World Investment Series, inc.
(the Corporation "), acting on
behalf of each of the series portfolios
listed below, and appointing
Federated Investment Management Company
the attorney-in-fact of the
Corporation
List of Series Portfolios
Federated International High Income Fund
