Exhibit (d)(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
ASSIGNMENT of
INVESTMENT ADVISORY CONTRACT
Federated Stock and Bond Fund, Inc.
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 August 1, 1989 and an amendment thereto
dated as of June 1, 2001 (collectively, the "Contract") with Federated Stock and
Bond Fund, Inc. (the "Fund");
WHEREAS, FIMC desires to assign its rights, duties and responsibilities
under the Contract to FEMCOPA, and FEMCOPA desires to accept such assignment
from FIMC; and
WHEREAS, the Board of Directors of the Fund has approved the assignment of
the Contract 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 all of its rights, duties and responsibilities under the Contract
described above to FEMCOPA, 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/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President Title: President
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of January 1, 2004, that Federated
Stock and Bond Fund, Inc., a corporation duly organized under the laws of the
State of Maryland (the "Corporation"), does hereby nominate, constitute and
appoint Federated Equity 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 Corporation,
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 the Corporation in accordance with Adviser's supervision of the
investment, sale and reinvestment of the funds and assets of the Corporation
pursuant to the authority granted to the Adviser as investment adviser of the
Corporation that certain investment advisory contract dated August 1, 1989 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 the Corporation.
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.
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 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 the Corporation through the Adviser in its capacity as agent and
attorney-in-fact of the Corporation, is hereby expressly put on notice that all
persons or entities dealing with the Corporation must look solely to 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 and the shareholders of the
Corporation assume no personal liability whatsoever for obligations entered into
on behalf of the Corporation.
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 Stock and Bond Fund, Inc.
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
Accepted and agreed to this
January 1, 2004
Federated Equity Management Company of Pennsylvania
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
