Exhibit (d) (xi) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Federated Income Securities Trust
Federated 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 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 January, 2004.
Federated Equity Management Company of
Pennsylvania
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: President
Federated Investment Management Company
By: /s/ G. Xxxxxx Xxxxxxxxx
Name: G. 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 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/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Accepted and agreed to this
January 1, 2004
Federated Investment Management Company
By: /s/ G. Xxxxxx Xxxxxxxxx
Name: G. 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 Muni and Stock Advantage Fund
