ITEM 77Q(1)(e) - COPIES OF ANY NEW OR AMENDED
REGISTRANT INVESTMENT ADVISORY CONTRACTS
Federated Income Securities Trust
Federated California Muni and Stock Advantage Fund
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between FEDERATED EQUITY MANAGEMENT
COMPANY OF PENNSYLVANIA, a Delaware statutory trust located in Pittsburgh,
Pennsylvania (hereinafter referred to as "Adviser") and FEDERATED INVESTMENT
MANAGEMENT COMPANY, a Delaware statutory trust located in Pittsburgh,
Pennsylvania (hereinafter referred to as the "Sub-Adviser").
WITNESSETH:
That the parties hereto, intending to be legally bound hereby agree as
follows:
1. Sub-Adviser hereby agrees to furnish to Adviser in its capacity
as investment adviser to each of the portfolios ("Funds") of Federated Income
Securities Trust ("Trust") for which Adviser executes an Exhibit to this
Agreement, such investment advice, statistical and other factual information,
as may from time to time be reasonably requested by Adviser for the Fund,
which may be offered in one or more classes of shares ("Classes"). Both
Adviser and Sub-Adviser are registered as investment advisers under the
Investment Advisers Act of 1940.
2. For its services under this Agreement for each Fund, Sub-Adviser
shall receive from Adviser an annual fee, as set forth in the exhibit(s)
hereto.
The Sub-Adviser may from time to time and for such periods as it deems
appropriate, reduce its compensation for a Fund (and, if appropriate, assume
expenses of the Fund or Class of the Fund) to the extent that the Fund's
expenses exceed such lower expense limitation as the Sub-Adviser may, by
notice to the Trust on behalf of the Fund, voluntarily declare to be effective.
3. This Agreement shall begin for a Fund on the date that the parties
execute an exhibit to this Agreement relating to such Fund and shall continue
in effect for the Fund for two years from the date of its execution and from
year to year thereafter, subject to the provisions for termination and all of
the other terms and conditions hereof if: (a) such continuation shall be
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust, including a majority of the Trustees who are not
parties to this Agreement or interested persons of any such party (other than
as Trustees of the Trust) cast in person at a meeting called for that purpose;
and (b) Adviser shall not have notified the Trust in writing at least sixty
(60) days prior to the anniversary date of this Agreement in any year
thereafter that it does not desire such continuation with respect to the Fund.
4. Notwithstanding any provision in this Agreement, it may be
terminated for any Fund at any time without the payment of any penalty:
(a) by the Trustees of the Trust or by a vote of a majority of the outstanding
voting securities (as defined in Section 2(a)(42) of the Investment Company
Act of 1940 ("Act") of the Fund on sixty (60) days' written notice to Adviser;
(b) by Sub-Adviser or Adviser upon 120 days' written notice to the other party
to this Agreement.
5. This Agreement shall automatically terminate:
(a) in the event of its assignment (as defined in the Act); or
(b) in the event of termination of the Investment Advisory Contract for any
reason whatsoever.
6. So long as both Adviser and Sub-Adviser shall be legally qualified
to act as an investment adviser to a Fund, neither Adviser nor Sub-Adviser
shall act as an investment adviser (as such term is defined in the Act) to the
Fund except as provided herein and in the Investment Advisory Contract or in
such other manner as may be expressly agreed between Adviser and Sub-Adviser.
Provided, however, that if the Adviser or Sub-Adviser shall resign
prior to the end of any term of this Agreement or for any reason be unable
or unwilling to serve for a successive term which has been approved by the
Trustees of the Trust pursuant to the provisions of Paragraph 3 of this
Agreement or Paragraph 7 of the Investment Advisory Contract, the remaining
party, Sub-Adviser or Adviser as the case may be, shall not be prohibited
from serving as an investment adviser to such Fund by reason of the provisions
of this Paragraph 6.
7. This Agreement may be amended from time to time by agreement of
the parties hereto provided that such amendment shall be approved both by the
vote of a majority of Trustees of the Trust, including a majority of Trustees
who are not parties to this Agreement or interested persons, as defined in
Section 2(a)(19) of the Act, of any such party at a meeting called for that
purpose, and, where required by Section 15(a)(2) of the Act, by the holders
of a majority of the outstanding voting securities (as defined in
Section 2(a)(42) of the Act) of the Fund.
8. The services furnished by the Sub-Adviser hereunder are not to be
deemed exclusive and the Sub-Adviser shall be free to furnish similar services
to others so long as its services under this Agreement are not impaired
thereby.
9. Sub-Adviser agrees to maintain the security and confidentiality
of nonpublic personal information ("NPI") of Fund customers and consumers, as
those terms are defined in Xxxxxxxxxx X-X, 00 XXX Part 248. Adviser agrees
to use and redisclose such NPI for the limited purposes of processing and
servicing transactions; for specific law enforcement and miscellaneous
purposes; and to service providers or in connection with joint marketing
arrangements directed by the Fund, in each instance in furtherance of
fulfilling Adviser's obligations under this Agreement and consistent with the
exceptions provided in 17 CFR Sections 248.14, 248.15 and 248.13, respectively.
10. Adviser and Sub-Adviser agree that as between Adviser and
Sub-Adviser, Adviser shall be solely responsible for the allocation of the
Fund's investment portfolio between the equity portion to be managed by Adviser
and the fixed income portion to be managed by Sub-Adviser. Adviser shall
indemnify and hold harmless the Sub-Adviser from and against any and all
claims, damages, losses and expenses resulting from such allocation decisions
and incurred by or asserted against by Sub-Adviser, including reasonable
attorneys fees and legal expenses of investigating or defending against any
such claims.
Exhibit A
Federated Income Securities Trust
Federated California Muni and Stock Advantage Fund
Sub-Advisory Contract
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to 0.25% of the fixed income portion of
the average daily net assets of the above-mentioned portfolio. The
Sub-Advisory Fee shall be accrued Daily, and paid Daily as set forth in the
primary Investment Advisory Contract dated September 1, 2003.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers as of the 1st day
of September, 2006.
Federated Equity Management Company of Pennsylvania
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President and Chief Executive Officer
0 Federated Investment Management Company
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: Chairman
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of September 1, 2006, 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 Investment Management Company, a statutory trust duly
organized under the laws of the Delaware (the "Sub-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 Sub-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
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 accordance with Sub-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 January 1,
2004, by and between the Sub-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 "Sub-Advisory Contract").
The Sub-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 by virtue hereof.
However, despite the above provisions, nothing herein shall be construed as
imposing a duty on the Sub-Adviser to act or assume responsibility for any
matters referred to above or other matters even though the Sub-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 Sub-Adviser under
the terms of the Investment Advisory Contract or (iii) exonerate, relieve or
release the Sub-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
Sub-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
Sub-Adviser of any of the Funds.
The Trust hereby agrees to indemnify and save harmless the Sub-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 Sub-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 Sub-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 Sub-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 Sub-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 Sub-Adviser in its
capacity as agent or attorney-in-fact of Trust acting on behalf of any other
Fund hereunder.
Any 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, as the Sub-Adviser assumes no
personal liability whatsoever for obligations of the Trust entered into by the
Sub-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 Sub-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 Sub-Adviser is acting pursuant to
its powers hereunder for enforcement of any claim against the Trust, as the
Directors, 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
Sub-Adviser pursuant to the power or authority granted to the Sub-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 Sub-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 Sub-Adviser shall be bound to inquire into the
Sub-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 Sub-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 Sub-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 Sub-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 Sub-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 Sub-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 Sub-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 Sub-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 Sub-Adviser will execute sufficient counterparts so
that the Sub-Adviser shall have a counterpart executed by it and the Trust,
and the Trust shall have a counterpart executed by the Trust and the
Sub-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/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Accepted and agreed to this
September 1, 2006
Federated Investment Management Company
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: Chairman
Schedule 1
to Limited Power of Attorney
dated as of September 1, 2006
by Federated Income Securities Funds
(the Trust "), acting on
behalf of each of the series portfolios
listed below, and appointing
Federated Investment Management Company
the attorney-in-fact of the
Trust
List of Series Portfolios
Federated California Muni and Stock Advantage Fund
