Exhibit (d) (i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INVESTMENT ADVISORY CONTRACT
This Contract is made this 1st day of December, 2005, between Federated
Investment Management Company, a Delaware statutory trust
having its principal place of business in Pittsburgh, Pennsylvania (the
"Adviser"), and Federated Managed Pool Series, aNULL Massachusetts business
trust having its principal place of business in Pittsburgh, Pennsylvania (the
"Trust").
WHEREAS the Trust is an open-end management investment company as that
term is defined in the Investment Company Act of 1940, as amended, 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 Trust hereby appoints Adviser as Investment Adviser for each
of the portfolios ("Funds") of the Trust which executes an exhibit to this
Contract, and Adviser accepts the appointments. Subject to the direction of
the Trustees, Adviser shall provide investment research and supervision of
the investments of the Funds and conduct a continuous program of investment
evaluation and of appropriate sale or other disposition and reinvestment of
each Fund's assets.
2. Adviser, in its supervision of the investments of each of the
Funds will be guided by each of the Fund's investment objective and policies
and the provisions and restrictions contained in the Declaration of Trust and
By-Laws of the Trust and as set forth in the Registration Statements and
exhibits as may be on file with the Securities and Exchange Commission.
3. The Adviser shall reimburse all expenses of the Trust and each
Fund including, without limitation, the expenses of organizing the Trust and
continuing its existence; fees and expenses of Trustees and officers of the
Trust; fees for 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
Investment Company Act of 1940, as amended, and any amendments thereto;
expenses of registering and qualifying the Trust, the Funds, and Shares of
the Funds 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 ordinary 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 ordinary nonrecurring items as may
arise, including all losses and liabilities incurred in administering the
Trust and the Funds; provided that each Fund shall pay or cause to be paid
its allocable share of such extraordinary expenses as may arise.
Extraordinary expenses means any expenses of unusual character that in the
normal course of events would not be expected to occur in each Fund's fiscal
year or the excess over the Fund's normal expenses due to unusual conditions
in any fiscal year and include expenses incurred in connection with
litigation, proceedings, and claims and the legal obligations of the Trust to
indemnify its officers and Trustees and agents with respect thereto.
4. The Adviser will not charge a fee for the services rendered to
each Fund hereunder.
5. The net asset value of each Fund's Shares as used herein will be
calculated to the nearest 1/10th of one cent.
6. This Contract shall begin for each Fund as of the date of
execution of the applicable exhibit and shall continue in effect with respect
to each Fund presently set forth on an exhibit (and any subsequent Funds
added pursuant to an exhibit during the initial term of this Contract) 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 Trust, 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 a 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 that Fund. If a Fund is added after the first
approval by the Trustees as described above, this Contract will be effective
as to that Fund upon execution of the applicable exhibit and will continue in
effect until the next annual approval of this Contract by the Trustees and
thereafter for successive periods of one year, subject to approval as
described above.
7. Notwithstanding any provision in this Contract, it may be
terminated at any time with respect to any Fund, without the payment of any
penalty, by the Trustees of the Trust or by a vote of the shareholders of
that Fund on sixty (60) days' written notice to Adviser.
8. 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.
9. 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 Trust or
to any of the Funds 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.
10. 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 Trust 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 of the Trust) cast in person at a
meeting called for that purpose, and, where required by Section 15(a)(2) of
the Act, on behalf of a Fund by a majority of the outstanding voting
securities of such Fund as defined in Section 2(a)(42) of the Act.
11. The Adviser acknowledges that all sales literature for investment
companies (such as the Trust) are subject to strict regulatory oversight. The
Adviser agrees to submit any proposed sales literature for the Trust (or any
Fund) or for itself or its affiliates which mentions the Trust (or any Fund)
to the Trust'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 Trust (or any Fund). The Trust 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 Trust.
12. Adviser is hereby expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust and agrees
that the obligations pursuant to this Contract of a particular Fund and of
the Trust with respect to that particular Fund be limited solely to the
assets of that particular Fund, and Adviser shall not seek satisfaction of
any such obligation from any other Fund, the shareholders of any Fund, the
Trustees, officers, employees or agents of the Trust, or any of them.
13. The Trust and the Funds are 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 Investment Company Act of
1940, as amended, the Trust and the Funds 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.
14. 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.
15. The parties hereto acknowledge that Federated Investors, Inc.,
has reserved the right to grant the non-exclusive use of the name Federated
Managed Pool Series or any derivative thereof to any other investment
company, investment company portfolio, investment adviser, distributor or
other business enterprise, and to withdraw from the Trust and one or more of
the Funds the use of the name Federated Managed Pool Series. The name
Federated Managed Pool Series will continue to be used by the Trust and each
Fund so long as such use is mutually agreeable to Federated Investors, Inc.
and the Trust.
16. This Contract shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
Witness the due execution hereof this 1st day of December, 2005.
Federated Managed Pool Series
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
--------------------------------
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Federated Investment Management Company
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President and CEO
Exhibit A
To Investment Advisory Contract
For Federated Managed Pool Series
List of Funds
Federated Corporate Bond Strategy Portfolio
Federated High-Yield Strategy Portfolio
Federated International Bond Strategy Portfolio
Federated Mortgage Strategy Portfolio
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of December 1, 2005,
that Federated Managed Pool Series, 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 State of Delaware (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, 2005 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 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 Managed Pool Series
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
--------------------------------
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Accepted and agreed to this
December 1, 2005
Federated Investment Management Company
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President and CEO
Schedule 1
to Limited Power of Attorney
dated as of December 1, 2005
by Federated Managed Pool Series
(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 Corporate Bond Strategy Portfolio
Federated High-Yield Strategy Portfolio
Federated International Bond Strategy Portfolio
Federated Mortgage Strategy Portfolio
