Exhibit d(iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
ASSIGNMENT of
INVESTMENT ADVISORY CONTRACT
Federated International Bond 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, Federated Management entered into an Investment Advisory
Contract effective as of March 15, 1994 (the "Contract") with Federated
International Series, Inc., then known as FT Series, Inc. (the
"Corporation"), with respect to the International Income Fund, now known
as Federated International Bond Fund (the "Fund"), a portfolio of the
Corporation;
WHEREAS, Federated Management, by an Assignment dated as of
August 25, 1995, assigned its rights, duties and responsibilities with
respect to the Fund under the Contract to FGIMCO, then known as
Federated Global Research Corp.
WHEREAS, FGIMCO desires to assign its rights, duties and
responsibilities under the Contract with respect to the Fund 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 with respect to the Fund 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/ X. Xxxxxx Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
Name: X. 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 International 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 March 15, 1994 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 International Series,
Inc.
By: /s/ X. Xxxxxxxxxxx Xxxxxxx
Name: X. 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 International 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 Bond Fund
