SUB-ITEM 77Q1 (E) (II)
ASSIGNMENT of
INVESTMENT ADVISORY CONTRACT
Federated Muni and Stock Advantage Fund
THIS ASSIGNMENT is entered into as of January 1, 2004
by and
between FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware
statutory
trust ("FIMC"), and FEDERATED EQUITY MANAGEMENT COMPANY OF
PENNSYLVANIA, a Delaware statutory trust ("FEMCOPA").
WHEREAS, FIMC, then known as Federated Management,
entered into
an Investment Advisory Contract dated as of December 31, 1991
and an
amendment thereto dated as of June 1, 2001 with Federated Income
Securities Trust, a Massachusetts business trust (the "Trust"),
and an
Exhibit D thereto dated September 1, 2003 making the Contract
applicable to Federated Muni and Stock Advantage Fund, portfolio of the
Trust (the "Fund"). Said Investment Advisory Contract as so amended,
but only with respect to the aforesaid Fund, is herein referred to
collectively as the "Contract".
WHEREAS, FIMC desires to assign to FEMCOPA its rights,
duties and
responsibilities with under the Contract respect to the Fund
named
above, and FEMCOPA desires to accept such assignment from FIMC;
and
WHEREAS, the Board of Trustees of the Trust has
approved the
assignment of the Contract with respect to the Fund from FIMC to
FEMCOPA;
KNOW ALL MEN BY THESE PRESENTS THAT:
In consideration of the sum of One Dollar ($1.00)
and other
good
and valuable consideration, receipt of which is hereby
acknowledged,
FIMC does hereby assign to FEMCOPA all of its rights, duties and
responsibilities with respect to the Fund named above under the
Contract described above, and FEMCOPA does hereby accept such
assignment.
IN WITNESS WHEREOF, the parties hereto have caused this
Assignment to be executed by their authorized representatives as
of the
date first hereinabove set forth.
FEDERATED INVESTMENT FEDERATED EQUITY MANAGEMENT
MANAGEMENT COMPANY COMPANY OF PENNSYLVANIA
By: /s/ G. Xxxxxx Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
Name: G. Xxxxxx Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Vice President Title: President
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of January 1, 2004,
that
Federated Income Securities Trust, a business trust duly organized
under the laws of the Commonwealth of Massachusetts (the "Trust"),
does
hereby nominate, constitute and appoint Federated Management
Company of
Pennsylvania, a statutory trust duly organized under the laws
of the
State of Delaware (the "Adviser"), to act hereunder as the
true and
lawful agent and attorney-in-fact of the Trust, acting on
behalf of
each of the series portfolios for which the Adviser acts as
investment
adviser shown on Schedule 1 attached hereto and incorporated
by
reference herein (each such series portfolio being hereinafter
referred
to as a "Fund" and collectively as the "Funds"), for the specific
purpose of executing and delivering all such agreements, instruments,
contracts, assignments, bond powers, stock powers, transfer
instructions, receipts, waivers, consents and other documents,
and
performing all such acts, as the Adviser may deem necessary or
reasonably desirable, related to the acquisition, disposition
and/or
reinvestment of the funds and assets of a Fund of the Trust in
accordance with Adviser's supervision of the investment, sale
and
reinvestment of the funds and assets of each Fund pursuant to
the
authority granted to the Adviser as investment adviser of each
Fund
under that certain investment advisory contract dated December 31,
1991
by and between the Adviser and the Trust (such investment advisory
contract, as may be amended, supplemented or otherwise modified from
time to time is hereinafter referred to as the "Investment Advisory
Contract").
The Adviser shall exercise or omit to exercise the powers
and
authorities granted herein in each case as the Adviser in its sole
and
absolute discretion deems desirable or appropriate under existing
circumstances. The Trust hereby ratifies and confirms as good and
effectual, at law or in equity, all that the Adviser, and its
officers
and employees, may do by virtue hereof. However, despite the
above
provisions, nothing herein shall be construed as imposing a duty
on the
Adviser to act or assume responsibility for any matters referred
to
above or other matters even though the Adviser may have power or
authority hereunder to do so. Nothing in this Limited Power of
Attorney shall be construed (i) to be an amendment or modifications
of,
or supplement to, the Investment Advisory Contract, (ii) to amend,
modify, limit or denigrate any duties, obligations or liabilities of
the Adviser under the terms of the Investment Advisory Contract or
(iii) exonerate, relieve or release the Adviser any losses,
obligations, penalties, actions, judgments and suits and other costs,
expenses and disbursements of any kind or nature whatsoever which may
be imposed on, incurred by or asserted against the Adviser (x) under
the terms of the Investment Advisory Contract or (y) at law, or in
equity, for the performance of its duties as the investment adviser of
any of the Funds.
The Trust hereby agrees to indemnify and save harmless
the
Adviser and its trustees, officers and employees (each of the
foregoing
an "Indemnified Party" and collectively the "Indemnified Parties")
against and from any and all losses, obligations, penalties,
actions,
judgments and suits and other costs, expenses and disbursements
of any
kind or nature whatsoever which may be imposed on, incurred
by or
asserted against an Indemnified Party, other than as a
consequence of
gross negligence or willful misconduct on the part of an
Indemnified
Party, arising out of or in connection with this Limited
Power of
Attorney or any other agreement, instrument or document
executed in
connection with the exercise of the authority granted to
the Adviser
herein to act on behalf of the Trust, including without
limitation the
reasonable costs, expenses and disbursements in connection
with
defending such Indemnified Party against any claim or liability
related
to the exercise or performance of any of the Adviser's powers
or duties
under this Limited Power of Attorney or any of the other
agreements,
instruments or documents executed in connection with the
exercise of
the authority granted to the Adviser herein to act on behalf
of the
Trust, or the taking of any action under or in connection with
any of
the foregoing. The obligations of the Trust under this
paragraph shall
survive the termination of this Limited Power of Attorney
with respect
to actions taken by the Adviser on behalf of the Trust during
the term
of this Limited Power of Attorney. No Fund shall have any
joint or
several obligation with any other Fund to reimburse or
indemnify an
Indemnified Party for any action, event, matter or occurrence
performed
or omitted by or on behalf of the Adviser in its capacity as
agent or
attorney-in-fact of the Trust acting on behalf of any other Fund
hereunder.
Any person, partnership, corporation or other legal
entity
dealing with the Adviser in its capacity as attorney-in-fact
hereunder
for the Trust is hereby expressly put on notice that the
Adviser is
acting solely in the capacity as an agent of the Trust and
that any
such person, partnership, corporation or other legal entity
must look
solely to the Trust in question for enforcement of any claim
against
the Trust, as the Adviser assumes no personal liability whatsoever
for
obligations of the Trust entered into by the Adviser in its
capacity as
attorney-in-fact for the Trust.
Each person, partnership, corporation or other legal
entity which
deals with a Fund of the Trust through the Adviser in its
capacity as
agent and attorney-in-fact of the Trust, is hereby expressly
put on
notice (i) that all persons or entities dealing with the Trust
must
look solely to the assets of the Fund of the Trust on whose behalf
the
Adviser is acting pursuant to its powers hereunder for enforcement
of
any claim against the Trust, as the Trustees, officers and/or
agents of
such Trust, the shareholders of the various classes of shares
of the
Trust and the other Funds of the Trust assume no personal
liability
whatsoever for obligations entered into on behalf of such
Fund of the
Trust, and (ii) that the rights, liabilities and obligations
of any one
Fund are separate and distinct from those of any other Fund
of the
Trust.
The execution of this Limited Power of Attorney by
the Trust
acting on behalf of the several Funds shall not be deemed
to evidence
the existence of any express or implied joint undertaking or
appointment by and among any or all of the Funds. Liability
for or
recourse under or upon any undertaking of the Adviser pursuant
to the
power or authority granted to the Adviser under this Limited
Power of
Attorney under any rule of law, statute or constitution or by
the
enforcement of any assessment or penalty or by legal or equitable
proceedings or otherwise shall be limited only to the assets of
the
Fund of the Trust on whose behalf the Adviser was acting pursuant
to
the authority granted hereunder.
The Trust hereby agrees that no person, partnership,
corporation
or other legal entity dealing with the Adviser shall be bound
to
inquire into the Adviser's power and authority hereunder and
any such
person, partnership, corporation or other legal entity shall
be fully
protected in relying on such power or authority unless such
person,
partnership, corporation or other legal entity has received
prior
written notice from the Trust that this Limited Power of
Attorney has
been revoked. This Limited Power of Attorney shall be revoked
and
terminated automatically upon the cancellation or termination
of the
Investment Advisory Contract between the Trust and the Adviser.
Except
as provided in the immediately preceding sentence, the powers
and
authorities herein granted may be revoked or terminated by
the Trust at
any time provided that no such revocation or termination
shall be
effective until the Adviser has received actual notice of
such
revocation or termination in writing from the Trust.
This Limited Power of Attorney constitutes the
entire agreement
between the Trust and the Adviser, may be changed only
by a writing
signed by both of them, and shall bind and benefit their
respective
successors and assigns; provided, however, the Adviser
shall have no
power or authority hereunder to appoint a successor or
substitute
attorney in fact for the Trust.
This Limited Power of Attorney shall be governed
and construed in
accordance with the laws of the Commonwealth of Pennsylvania
without
reference to principles of conflicts of laws. If any provision
hereof,
or any power or authority conferred upon the Adviser herein,
would be
invalid or unexercisable under applicable law, then such
provision,
power or authority shall be deemed modified to the extent
necessary to
render it valid or exercisable while most nearly preserving
its
original intent, and no provision hereof, or power or
authority
conferred upon the Adviser herein, shall be affected by
the invalidity
or the non-exercisability of another provision hereof,
or of another
power or authority conferred herein.
This Limited Power of Attorney may be executed in
as many
identical counterparts as may be convenient and by the
different
parties hereto on separate counterparts. This Limited Power
of
Attorney shall become binding on the Trust when the Trust
shall have
executed at least one counterpart and the Adviser shall
have accepted
its appointment by executing this Limited Power of Attorney.
Immediately after the execution of a counterpart original of
this
Limited Power of Attorney and solely for the convenience of
the parties
hereto, the Trust and the Adviser will execute sufficient
counterparts
so that the Adviser shall have a counterpart executed by
it and the
Trust, and the Trust shall have a counterpart executed by
the Trust and
the Adviser. Each counterpart shall be deemed an original
and all such
taken together shall constitute but one and the same instrument,
and it
shall not be necessary in making proof of this Limited Power of
Attorney to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the Trust has caused this Limited
Power of
Attorney to be executed by its duly authorized officer as of the
date
first written above.
Federated Income Securities
Trust
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Accepted and agreed to this
January 1, 2004
Federated Equity Management Company
of Pennsylvania
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: President
Schedule 1
to Limited Power of Attorney
dated as of January 1, 2004
by Federated Income Securities Trust
(the Trust "), acting on
behalf of each of the series portfolios
listed below, and appointing
Federated Equity Management Company of Pennsylvania
the attorney-in-fact of the
Trust
List of Series Portfolios
Federated Muni and Stock Advantage Fund
