Exhibit (d) (viii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
ASSIGNMENT of
INVESTMENT ADVISORY CONTRACT
Federated Capital Income Fund
THIS ASSIGNMENT is entered into as of January 1, 2004 by and between
Passport RESEARCH, LTD., a Pennsylvania limited partnership ("Passport"), and
PASSPORT RESEARCH II, LTD., a Pennsylvania limited partnership ("Passport
II").
WHEREAS, Passport entered into an Investment Advisory Contract dated as
of December 1, 2002 (the "Contract") with Federated Income Securities Trust
(the "Trust") with respect to Federated Capital Income Fund (the "Fund"), a
portfolio of the Trust;
WHEREAS, Passport desires to assign its rights, duties and
responsibilities under the Contract to Passport II, and Passport II desires
to accept such assignment from Passport; and
WHEREAS, the Board of Trustees of the Trust has approved the assignment
of the Contract from Passport to Passport II;
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, Passport
does hereby assign all of its rights, duties and responsibilities under the
Contract described above to Passport II, and Passport II 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.
PASSPORT RESEARCH, LTD. PASSPORT RESEARCH II, LTD.
By: Federated Investment Management By:
Federated Equity Management Company
Company, General Partner of Pennsylvania, General Partner
By: /s/ G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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 trust duly organized under the laws of
the Commonwealth of Massachusetts (the "Trust"), does hereby nominate,
constitute and appoint Passport Research II, LTD, a limited partnership duly
organized under the laws of the Commonwealth of Pennsylvania (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 1,
2002 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. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
Accepted and agreed to this
January 1, 2004
Passport Research II, LTD.
By: Federated Equity Management Company of Pennsylvania,
General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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
Passport Research II, LTD.
the attorney-in-fact of the
Trust
List of Series Portfolios
Federated Capital Income Fund
