Exhibit A
Federated Income Securities Trust
Federated Capital Income Fund
Sub-Advisory Contract
For all services rendered by Sub-Adviser hereunder,
Adviser shall pay Sub-Adviser a Sub-Advisory Fee
equal to 0.24% 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 December 1, 2002.
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 January, 2004.
Passport Research II, Ltd.
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: President
Federated Investment Management Company
By: /s/ X. Xxxxxx Xxxxxxxxx
Name: X. Xxxxxx Xxxxxxxxx
Title: Vice 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 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 theexercise 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 LimitedPower 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 ofAttorney 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/ X. Xxxxxxxxxxx Xxxxxxx
Name: X. Xxxxxxxxxxx Xxxxxxx
Title: President
Accepted and agreed to this
January 1, 2004
Federated Investment Management Company
By: /s/ X. Xxxxxx Xxxxxxxxx
Name: X. Xxxxxx Xxxxxxxxx
Title: Vice President
Schedule 1
to Limited Power of Attorney
dated as of January 1, 2004
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 Capital Income Fund
(
