ITEM 77Q(c) - COPIES OF NEW OR
AMENDED REGISTRANT
INVESTMENT ADVISORY
CONTRACTS
FEDERATED PROJECT AND TRADE
FINANCE TENDER FUND
INVESTMENT ADVISORY CONTRACT
This Contract is made this 1st day of
October, 2016, between Federated Investment
Management Company, a Delaware statutory trust
having its principal place of business in Pittsburgh,
Pennsylvania (the "Adviser"), and Federated Project
and Trade Finance Tender Fund, a Delaware
statutory trust, having its principal place of business
in Warrendale, Pennsylvania (the "Fund").
WHEREAS the Fund is a closed-end
management investment company as that term is
defined in the Investment Company Act of 1940, as
amended (the "Act"), and is registered as such with
the Securities and Exchange Commission; and
WHEREAS Adviser is engaged in the
business of rendering investment advisory and
management services.
NOW, THEREFORE, the parties hereto,
intending to be legally bound, hereby agree as
follows:
1. The Fund hereby appoints Adviser
as investment adviser, and Adviser accepts the
appointment. Subject to the direction of the Trustees,
Adviser shall provide investment research and
supervision of the investments of the Fund and
conduct a continuous program of investment
evaluation and of appropriate sale or other disposition
and reinvestment of the Fund's assets.
2. Adviser, in its supervision of the
investments of the Fund will be guided by the Fund's
investment objective and policies and the provisions
and restrictions contained in the Declaration of Trust
and By-Laws of the Fund and as set forth in the
Registration Statement and exhibits as may be on file
with the Securities and Exchange Commission.
3. The Fund shall pay or cause to be
paid all of its own expenses, including, without
limitation, the expenses of organizing the Fund and
continuing its existence; fees and expenses of
Trustees and officers of the Fund; fees for investment
advisory services and administrative personnel and
services; expenses incurred in the distribution of its
shares ("Shares"), including expenses of
administrative support services; fees and expenses of
preparing and printing its Registration Statements
under the Securities Act of 1933 and the Act, and any
amendments thereto; expenses of registering and
qualifying the Fund and the Shares under federal and
state laws and regulations; expenses of preparing,
printing, and distributing prospectuses (and any
amendments thereto) to shareholders; interest
expense, taxes, fees, and commissions of every kind;
expenses of issue (including cost of Share
certificates), purchase, repurchase, and redemption of
Shares, including expenses attributable to a program
of periodic issue; charges and expenses of custodians,
transfer agents, dividend disbursing agents,
shareholder servicing agents, and registrars; printing
and mailing costs, auditing, accounting, and legal
expenses; reports to shareholders and governmental
officers and commissions; expenses of meetings of
Trustees and shareholders and proxy solicitations
therefor; insurance expenses; association membership
dues and such nonrecurring items as may arise,
including all losses and liabilities incurred in
administering the Fund. The Fund will also pay
extraordinary expenses as may arise including
expenses incurred in connection with litigation,
proceedings, and claims and the legal obligations of
the Fund to indemnify its officers and Trustees and
agents with respect thereto.
4. The Fund shall pay to Adviser, for
all services rendered to the Fund by Adviser
hereunder, the fees set forth in the exhibits attached
hereto.
5. The net asset value of the Fund's
Shares as used herein will be calculated to the nearest
1/10th of one cent.
6. The Adviser may from time to time
and for such periods as it deems appropriate reduce
its compensation (and, if appropriate, assume
expenses of the Fund) to the extent that the Fund's
expenses exceed such lower expense limitation as the
Adviser may, by notice to the Fund, voluntarily
declare to be effective.
7. This Contract shall begin for the
Fund as of the date of execution and shall continue in
effect with respect to the Fund for two years from the
date of this Contract set forth above and thereafter for
successive periods of one year, 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 Fund, including a
majority of the Trustees who are not parties to this
Contract or interested persons of any such party cast
in person at a meeting called for that purpose; and (b)
Adviser shall not have notified the Fund in writing at
least sixty (60) days prior to the anniversary date of
this Contract in any year thereafter that it does not
desire such continuation with respect to the Fund.
8. Notwithstanding any provision in
this Contract, it may be terminated at any time with
respect to the Fund, without the payment of any
penalty, by the Trustees of the Fund or by a vote of
the shareholders of the Fund on sixty (60) days'
written notice to Adviser.
9. This Contract may not be assigned
by Adviser and shall automatically terminate in the
event of any assignment. Adviser may employ or
contract with such other person, persons, corporation,
or corporations at its own cost and expense as it shall
determine in order to assist it in carrying out this
Contract.
10. In the absence of willful
misfeasance, bad faith, gross negligence, or reckless
disregard of the obligations or duties under this
Contract on the part of Adviser, Adviser shall not be
liable to the Fund or to any shareholder for any act or
omission in the course of or connected in any way
with rendering services or for any losses that may be
sustained in the purchase, holding, or sale of any
security.
11. This Contract may be amended at
any time by agreement of the parties provided that
the amendment shall be approved both by the vote of
a majority of the Trustees of the Fund including a
majority of the Trustees who are not parties to this
Contract or interested persons of any such party to
this Contract (other than as Trustees) cast in person at
a meeting called for that purpose, and, where
required by Section 15(a)(2) of the Act, on behalf of
the Fund by a majority of the outstanding voting
securities of the Fund as defined in Section 2(a)(42)
of the Act.
12. The Adviser acknowledges that all
sales literature for investment companies (such as the
Fund) are subject to strict regulatory oversight. The
Adviser agrees to submit any proposed sales
literature for the Fund or for itself or its affiliates
which mentions the Fund to the Fund's distributor for
review and filing with the appropriate regulatory
authorities prior to the public release of any such
sales literature, provided, however, that nothing
herein shall be construed so as to create any
obligation or duty on the part of the Adviser to
produce sales literature for the Fund. The Fund
agrees to cause its distributor to promptly review all
such sales literature to ensure compliance with
relevant requirements, to promptly advise Adviser of
any deficiencies contained in such sales literature, to
promptly file complying sales literature with the
relevant authorities, and to cause such sales literature
to be distributed to prospective investors in the Fund.
13. Adviser is hereby expressly put on
notice of the limitation of liability as set forth in
Article IX, Section 9.1(f) of the Declaration of Trust
and agrees that the obligations pursuant to this
Contract of the Fund be limited solely to the assets of
the Fund, and Adviser shall not seek satisfaction of
any such obligation from the shareholders of the
Fund, the Trustees, officers, employees or agents of
the Fund, or any of them.
14. The Fund is hereby expressly put
on notice of the limitation of liability as set forth in
the Declaration of Trust of the Adviser and agree that
the obligations assumed by the Adviser pursuant to
this Contract shall be limited in any case to the
Adviser and its assets and, except to the extent
expressly permitted by the Act, the Fund shall not
seek satisfaction of any such obligation from the
shareholders of the Adviser, the Trustees, officers,
employees, or agents of the Adviser, or any of them.
15. 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(s), in
each instance in furtherance of fulfilling Adviser's
obligations under this Contract and consistent with
the exceptions provided in 17 CFR Sections 248.14,
248.15 and 248.13, respectively.
16. The parties hereto acknowledge
that Federated Investors, Inc., has reserved the right
to grant the non-exclusive use of the names
"Federated, "Federated Project and Trade Finance
Tender Fund" or any derivative thereof to any other
investment company, investment company portfolio,
investment adviser, distributor or other business
enterprise, and to withdraw from the Fund the use of
the names "Federated," "Federated Project and Trade
Finance Tender Fund" or any derivative thereof. The
names "Federated" and"Federated Project and Trade
Finance Tender Fund" will continue to be used by the
Fund so long as such use is mutually agreeable to
Federated Investors, Inc. and the Fund.
17. This Contract shall be construed in
accordance with and governed by the laws of the
Commonwealth of Pennsylvania.
18. This Contract will become binding
on the parties hereto upon their execution of the
attached exhibits to this Contract.
EXHIBIT A
to the
Investment Advisory Contract
Federated Project and Trade Finance Tender
Fund
For all services rendered by Adviser
hereunder, Federated Project and Trade Finance
Tender Fund shall pay to Adviser and Adviser agrees
to accept as full compensation for all services
rendered hereunder, an annual investment advisory
fee equal to 0.50% (50 basis points) of the average
daily net assets of the Fund.
The portion of the fee based upon the
average daily net assets of the Fund shall be accrued
daily at the rate of 1/365th of 0.50 of 1% (50 basis
points) applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to
Adviser daily.
Witness the due execution hereof this 1st
day of October, 2016.
Fed
erated Project
and Trade
Finance Tender
Fund
By:
/s/
J.
Chri
stop
her
Don
ahu
e ____
Na
me:
J.
Chri
stop
her
Don
ahu
e
Titl
e:
Pres
iden
t
Fed
erat
ed
Inv
est
me
nt
Ma
nag
eme
nt
Co
mp
any
By:
/s/
Joh
n B.
Fish
er
___
___
___
___
___
___
___
___
___
__
Na
me:
Joh
n B.
Fish
er
Titl
e:
Pres
iden
t
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE
PRESENTS, dated as of October 1, 2016, that
Federated Project and Trade Finance Tender Fund, a
statutory trust duly organized under the laws of the
state of Delaware (the "Fund"), does hereby
nominate, constitute and appoint Federated
Investment Management Company, a statutory trust
duly organized under the laws of the Delaware (the
"Adviser"), to act hereunder as the true and lawful
agent and attorney-in-fact of the Fund, 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 Fund in accordance with
Adviser's supervision of the investment, sale and
reinvestment of the funds and assets of the Fund
pursuant to the authority granted to the Adviser as
investment adviser of the Fund under that certain
investment advisory contract dated October 1, 2016
by and between the Adviser and the Fund (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 Fund 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 Fund.
The Fund 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 Fund,
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 Fund, or
the taking of any action under or in connection with
any of the foregoing. The obligations of the Fund
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 the
Fund 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 Fund is
hereby expressly put on notice that the Adviser is
acting solely in the capacity as an agent of the Fund
and that any such person, partnership, corporation or
other legal entity must look solely to the Fund for
enforcement of any claim against the Fund, as the
Adviser assumes no personal liability whatsoever for
obligations of the Fund entered into by the Adviser in
its capacity as attorney-in-fact for the Fund.
Each person, partnership, corporation or
other legal entity which deals with the Fund through
the Adviser in its capacity as agent and attorney-in-
fact of the Fund is hereby expressly put on notice that
all persons or entities dealing with the Fund must
look solely to the assets of the Fund on whose behalf
the Adviser is acting pursuant to its powers hereunder
for enforcement of any claim against the Fund, as the
Trustees, officers and/or agents of the Fund, the
shareholders of the Fund assume no personal liability
whatsoever for obligations entered into on behalf of
the Fund.
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 on whose behalf the Adviser was acting
pursuant to the authority granted hereunder.
The Fund 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 Fund 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 Fund
and the Adviser. Except as provided in the
immediately preceding sentence, the powers and
authorities herein granted may be revoked or
terminated by the Fund 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 Fund.
This Limited Power of Attorney constitutes
the entire agreement between the Fund 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 Fund.
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 Fund when the
Fund 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 Fund
and the Adviser will execute sufficient counterparts
so that the Adviser shall have a counterpart executed
by it and the Fund, and the Fund shall have a
counterpart executed by the Fund 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 Fund has
caused this Limited Power of Attorney to be executed
by its duly authorized officer as of the date first
written above.
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Accepted and agreed to this
October 1, 2016
Federated Investment Management Company
By: /s/Xxxx X. Fisher______________________
Name: Xxxx X. Xxxxxx
Title: President
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