Exhibit (h)(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AGREEMENT
for
ADMINISTRATIVE SERVICES
This AGREEMENT is made, severally and not jointly, as of March 1, 2005, by
FEDERATED CORE TRUST II, L.P. (on behalf of the Portfolios listed on Exhibit A),
having its principal office and place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the "Investment Company"), and FEDERATED
ADMINISTRATIVE SERVICES, INC., a Pennsylvania corporation, having its principal
office and place of business at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779 (the "Company").
WHEREAS, each investment company is registered as a management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
with authorized and issued shares of capital stock or beneficial interest
("Shares");
WHEREAS, certain investment companies subject to this Agreement are "series
companies" as defined in Rule 18f-2 under the 1940 Act and, as used in this
Agreement, the term "Fund" refers to either (i) an individual portfolio of such
a series company or (ii) an investment company that is not organized as a series
company, and the terms "Funds" refers to all such portfolios and investment
companies, collectively; and
WHEREAS, Shares of each Fund may be subdivided into classes (each a
"Class") as provided in Rule 18f-3 under the 1940 Act;
WHEREAS, the Investment Company wishes to appoint the Company as its
administrator to provide it with Administrative Services (as herein defined) and
the Company desires to accept such appointment;
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree as
follows:
Article 1. Appointment.
The Investment Company hereby appoints the Company as Administrator for the
period on the terms and conditions set forth in this Agreement. The Company
hereby accepts such appointment and agrees to furnish the services set forth in
Article 2 of this Agreement in return for the compensation set forth in Article
5 of this Agreement.
Article 2. The Company's Duties.
As Administrator, and subject to the supervision and control of the
Investment Company's Board of Trustees/Directors (the "Board"), the Company will
provide facilities, equipment, and personnel to carry out the following
administrative services for operation of the business and affairs of the
Investment Company and each of its Funds as applicable:
A. prepare, file, and maintain the Investment Company's governing
documents and any amendments thereto, including the charter documents,
the by-laws and minutes of meetings of the Board, Board Committees and
Shareholders;
B. prepare and file with the Securities and Exchange Commission (the
"SEC") and the appropriate state securities authorities: (i) the
registration statements for the Investment Company and the Investment
Company's Shares and all amendments thereto, (ii) reports to the SEC
and shareholders, (iii) prospectuses, (iv) routine proxy statements;
and (v) such other documents all as may be necessary to enable the
Investment Company to continuously offer its shares;
C. prepare and administer contracts on behalf of the Investment Company
with, among others, the Investment Company's investment advisers,
sub-advisers, fund accountants, custodians, transfer agents and
distributors, subject to any terms and conditions established by the
Board and the requirements of the 1940 Act;
D. negotiate and secure for the Investment Company and its directors and
officers: (i) a fidelity bond in an amount that is at least adequate
to satisfy the requirements of the 1940 Act, (ii) directors and
officer's coverage and (iii) professional liability or errors and
omissions coverage, in each case, under terms that are acceptable to
the Board;
E. prepare and file the Investment Company's tax returns;
F. coordinate the layout, printing and electronic delivery of publicly
disseminated prospectuses and shareholder reports, make
recommendations to improve their effectiveness or reduce expenses;
G. perform internal audit examinations in accordance with a charter
adopted by the Investment Company;
H. develop and recommend changes in the investment strategy and operation
of the Investment Company, that may be in the interest of its
Shareholders;
I. provide individuals reasonably acceptable to the Board for nomination,
appointment, or election as the following officers of the Investment
Company, who will be responsible for the management of certain of the
Investment Company's affairs as specified in the Investment Company's
charter documents and by-laws, subject to direction by the Investment
Company's Board: (i) the president and principal executive officer,
(ii) the treasurer and principal financial and accounting officer;
(iii) the secretary, and (iv) such other officers as are mutually
agreeable;
J. subject to the Board's direction, coordinate meetings of the Board
(and its committees), including: (i) the creation of notices, agendas,
legal memoranda and administrative reports, and (ii) the review and
compilation of other materials prepared by the Investment Company's
adviser, distributor, portfolio accountant, custodian, transfer agent,
auditor, independent counsel or other service providers to support the
Board's discussions and actions taken;
K. evaluate and obtain custody services from a financial institution that
meets the requirements of the 1940 Act;
L. monitor trading activity to help identify market timers and recommend
policies to deter market timing;
M. review and recommend changes to the transfer agent's policies and
procedures to mitigate fraud, enhance Shareholder services or reduce
expenses;
N. review and recommend changes to policies and procedures designed to
reduce Fund expenses;
O. monitor changes in applicable regulations and make corresponding
changes in, or develop new, policies and procedures for the Fund or
for the applicable service provider;
P. compare, as applicable, the fund accountant's calculation of the
Investment Company's net asset value, yield, average maturity,
dividends and total assets with the fund accountant's previous
calculations and with changes in the relevant securities market on a
daily basis for reasonableness of changes;
Q. evaluate and recommend the pricing services used by the Investment
Company; participate in the fair valuation of portfolio securities as
required by the Investment Company's fair valuation procedures; review
and recommend changes to the Investment Company's fair valuation
procedures;
R. compare the fund accountant's calculations of the Investment Company's
distribution pool balances with the fund accountant's previous
calculations for reasonableness of changes;
S. perform weekly comparison, as applicable, of the fund accountant's
amortized cost monitor with the previous amortized cost monitor for
reasonableness of changes to the net asset value calculation; notify
designated parties, as necessary, of deviations in compliance with the
Investment Company's Rule 2a-7 procedures;
T. perform monthly comparison of the fund accountant's performance
calculations and projected annual fund expenses with previous
calculations and projections for reasonableness of changes;
U. review fund expense reports prepared by the fund accountant;
V. compare the fund accountant's calculation of dividend and capital
gains recommendations with previous recommendations for reasonableness
of changes; consult with portfolio managers concerning fixed dividend
recommendations;
W. review the fund accountant's calculation of shareholder tax reports at
least annually;
X. monitor the Investment Company's status as a regulated investment
company under the Internal Revenue Code of 1986, as amended ("IRC");
Y. prepare, review and negotiate standard forms of indentures,
guarantees, agreements, certificates, confirmations and other
documentation relating to the legal terms of securities eligible for
purchase by money market funds, provided that the Company shall not
have any obligation to: (i) provide any written legal opinions
regarding such securities or (ii) prepare, review or negotiate any
document for which a standard form has not been developed and accepted
for use by the investment company industry;
Z. provide office space, telephone, office equipment and supplies for the
Investment Company; and
AA. respond to all inquiries or other communications from Shareholders and
other parties or, if the inquiry is more properly responded to by
another of the Investment Company's service providers, referring the
individual making the inquiry to the appropriate person.
BB. perform the following "blue sky" services, either itself or through
one or more affiliated or unaffiliated service providers: (1) provide
a system to monitor the total number of Shares of the Investment
Company (and/or Class) sold in each State, (2) monitor the total
number of Shares of such Investment Company (and/or Class) sold in
each State and, where appropriate, increase the number of Shares
registered in such State, (3) with respect to shareholders of the
Investment Company whose shareholdings are fully-disclosed on the
transfer agent's recordkeeping system, (a) identify those transactions
and assets to be treated as exempt from blue sky reporting for each
State and (ii) verify the classification of transactions for each
State on the transfer agent's recordkeeping system, and (4) with
respect to shareholders of the Investment Company whose shareholdings
are not fully-disclosed on the transfer agent's recordkeeping system,
rely upon information provided by the relevant financial intermediary
transacting for such holder of Shares in performing the obligations
set forth in subsection (BB)(2) above.
The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company shall hereinafter be
referred to as "Administrative Services."
Article 3. Records.
The Company shall create and maintain all necessary books and records in
accordance with all applicable laws, rules and regulations, including but not
limited to records required by Section 31(a) of the 1940 Act, pertaining to the
Administrative Services performed by it and not otherwise created and maintained
by another party pursuant to contract with the Investment Company. Where
applicable, such records shall be maintained by the Company for the periods and
in the places required by Rule 31a-2 under the 1940 Act. The books and records
pertaining to the Investment Company which are in the possession of the Company
shall be the property of the Investment Company. The Investment Company, or the
Investment Company's authorized representatives, shall have access to such books
and records at all times during the Company's normal business hours. Upon the
reasonable request of the Investment Company, copies of any such books and
records shall be provided promptly by the Company to the Investment Company or
the Investment Company's authorized representatives.
Article 4. Expenses.
The Company shall be responsible for expenses incurred in providing office
space, equipment, and personnel as may be necessary or convenient to provide the
Administrative Services to the Investment Company, including the compensation of
the Company employees who serve as trustees or directors or officers of the
Investment Company. Each Fund shall be solely responsible for all other expenses
incurred by the Company on its behalf, including without limitation postage and
courier expenses, printing expenses, travel expenses, registration fees, filing
fees, taxes, fees of outside counsel (other than counsel sub-contracted with by
the Company to perform services under this Agreement) and independent auditors,
or other professional services, organizational expenses, insurance premiums,
fees payable to persons who are not the Company's employees, trade association
dues, and other expenses properly payable by the Funds ("Out of Pocket
Expenses").
Article 5. Compensation.
In addition to Out of Pocket Expenses, for the Administrative Services
provided, the Investment Company hereby agrees to pay and the Company hereby
agrees to accept as full compensation for its services rendered hereunder an
administrative fee at an annual rate per Fund, as specified below.
Admin. Average Daily Net Assets
Fee of the Investment Company
.150% on the first $5 billion
.125% on the next $5 billion
.100% on the next $10 billion
.075% on assets over $20 billion
(Average daily net asset break points are on a complex-wide basis)
However, in no event shall the above administrative fee received during any
year of the Agreement be less than, or be paid at a rate less than would
aggregate $150,000 per Fund and $40,000 per Class. The foregoing minimum fee may
increase annually upon each July 1 anniversary of this Agreement over the
minimum fee during the prior 12 months, as calculated under this Agreement, in
an amount equal to the increase in Pittsburgh Consumer Price Index (not to
exceed 6% annually) as last reported by the U.S. Bureau of Labor Statistics for
the twelve months immediately preceding such anniversary.
The compensation and Out of Pocket Expenses attributable to each Fund shall
be accrued by such Fund and paid to the Company no less frequently than monthly,
and shall be paid daily upon request of the Company. The Company will maintain
detailed information about the compensation and Out of Pocket Expenses paid by
each Fund.
Article 6. Standard of Care and Indemnification.
A. The Company shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Investment Company in
connection with the matters to which this Agreement relates, except a
loss resulting from willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless
disregard by it of its duties under this Agreement. Any person, even
though also an officer, director, trustee, partner, employee or agent
of the Company, who may be or become an officer, director, trustee,
partner, employee or agent of the Investment Company, shall be deemed,
when rendering services to the Investment Company or acting on any
business of the Investment Company (other than services or business in
connection with the duties of the Company hereunder) to be rendering
such services to or acting solely for the Investment Company and not
as an officer, director, trustee, partner, employee or agent or one
under the control or direction of the Company, even though paid by the
Company.
B. The Company shall be kept indemnified by the Investment Company and be
without liability for any action taken or thing done by it in
performing the Administrative Services in accordance with the above
standards.
C. The Company shall not be responsible for and the Investment Company or
Fund shall indemnify and hold the Company, including its officers,
directors, shareholders and their agents, employees and affiliates,
harmless against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liabilities arising out of or
attributable to:
(1) The acts or omissions of any custodian, adviser, sub-adviser,
fund accountant, distributor, transfer agent or other party
contracted by or approved by the Investment Company or Fund.
(2) The reliance on or use by the Company or its agents or
subcontractors of information, records and documents in proper
form which:
(a) are received by the Company or its agents or subcontractors
from any adviser, sub-adviser, fund accountant, distributor,
transfer agent or other third party contracted by or
approved by the Investment Company or Fund for use in the
performance of services under this Agreement; or
(b) have been prepared and/or maintained by the Investment
Company or its affiliates or any other person or firm on
behalf of the Investment Company.
(3) The reliance on, or the carrying out by the Company or its agents
or subcontractors of a Proper Instruction of the Investment
Company or the Fund.
"Proper Instruction" means a writing signed or initialed by one
or more person or persons as the Board shall have from time to
time authorized. Each such writing shall set forth the specific
transaction or type of transaction involved. Oral instructions
will be deemed to be Proper Instructions if (a) the Company
reasonably believes them to have been given by a person
previously authorized in Proper Instructions to give such
instructions with respect to the transaction involved, and (b)
the Investment Company, or the Fund, and the Company promptly
cause such oral instructions to be confirmed in writing. Proper
Instructions may include communications effected directly between
electro-mechanical or electronic devices provided that the
Investment Company, or the Fund, and the Company are satisfied
that such procedures afford adequate safeguards for the Fund's
assets. Proper Instructions may only be amended in writing.
(4) The offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations or the securities laws
or regulations of any state that such Shares be registered in
such state or in violation of any stop order or other
determination or ruling by any federal agency or any state with
respect to the offer or sale of such Shares in such state.
(5) Any untrue statement or alleged untrue statement of a material
fact contained in the Investment Company's registration
statement, any prospectus or statement of additional information
("SAI") (as from time to time amended or supplemented) or the
omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements
therein not misleading, unless such statement or omission was
made in reliance upon and in conformity with written information
furnished to the Investment Company about the Company by or on
behalf of the Company expressly for the use in the registration
statement, any prospectus or SAI, or any amendment or supplement
thereof.
Provided, however, that the Company shall not be protected by
this Article 6.C. from liability for any act or omission
resulting from the Company's willful misfeasance, bad faith,
gross negligence in the performance of or reckless disregard of
its duties under this Agreement.
D. At any time the Company may apply to any officer of the Investment
Company or Fund for instructions, and may consult with legal counsel
or the Investment Company's independent accountants with respect to
any matter arising in connection with the services to be performed by
the Company under this Agreement, and the Company and its agents or
subcontractors shall not be liable and shall be indemnified by the
Investment Company or the appropriate Fund for any action reasonably
taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel or independent accountant provided such action
is not in violation of applicable federal or state laws or
regulations.
E. The Investment Company or Fund shall not be responsible for and the
Company shall indemnify and hold the Investment Company or Fund
harmless against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liabilities arising out of or
attributable to the Company's willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or reckless
disregard by it of its duties under this Agreement.
F. In order that the indemnification provisions contained in this Article
6 shall apply, upon the assertion of a claim for which any party may
be required to indemnify another, the party seeking indemnification
(the "Claimant"), shall promptly notify the indemnifying party (the
"Indemnifier") of such assertion. It is further understood that each
party will use all reasonable care to identify and notify the
Indemnifier promptly concerning any situation that presents or appears
likely to present the probability of such a claim for indemnification
against the Indemnifier, provided that the failure to give notice as
required by this paragraph 6.F. in a timely fashion shall not result
in a waiver of any right to indemnification hereunder unless the
Indemnifier is prejudiced thereby and then only to the extent of such
prejudice. The Claimant shall permit the Indemnifier to assume the
defense of any such claim or any litigation resulting from it,
provided that Indemnifier's counsel that is conducting the defense of
such claim or litigation shall be approved by the Claimant (which
approval shall not be unreasonably withheld), and that the Claimant
may participate in such defense at its expense.
The Indemnifier, in the defense of any such claim or litigation, shall
not, without the consent of the Claimant, consent to entry of any
judgment or enter into any settlement that does not include as an
unconditional term the giving by the alleging party or plaintiff to
the Claimant of a release from all liability in respect to such claim
or litigation.
Article 7. Sub-contractors and Assignment.
A. This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
B. The Company may without further consent on the part of the Investment
Company subcontract for the performance of Administrative Services
with a sub-contractor selected by the Company. The Company shall be as
fully responsible to the Investment Company for the acts and omissions
of any subcontractor as it is for its own acts and omissions.
C. The Company shall upon instruction from the Investment Company
subcontract for the performance of services under this Agreement with
an agent selected by the Investment Company, other than as described
in 7.B. above, provided, however, that the Company shall in no way be
responsible to the Investment Company for the acts and omissions of
the agent; provided however, the Company shall remain responsible to
the Investment Company for the acts and omissions of ClearSky arising
from ClearSky's performance of its duties under any sub-contract that
it has entered into with the Company prior to the date of this
Agreement.
D. The Company may, without further consent on the part of the Investment
Company, assign its rights and obligations under this Agreement to any
entity ultimately controlled by Federated Investors, Inc.
E. Except as provided in Paragraph 7.D., the Company may not assign its
rights and obligations under this Agreement, whether direFctly or by
operation of law, without the prior written consent of the Investment
Company, which consent may not be unreasonably withheld.
Article 8. Representations and Warranties.
The Company represents and warrants to the Investment Company that:
(1) It is a corporation duly organized and existing and in good standing
under the laws of the Commonwealth of Pennsylvania;
(2) It is duly qualified to carry on its business in each jurisdiction
where the nature of its business requires such qualification, and in
the Commonwealth of Pennsylvania;
(3) It is empowered under applicable laws and by its Articles of
Incorporation and by-laws to enter into and perform this Agreement;
and
(4) All requisite corporate proceedings have been taken to authorize it to
enter into and perform its obligations under this Agreement.
Article 9. Term and Termination of Agreement.
This Agreement shall be effective from the date set forth above and shall
continue for a period of four years. Thereafter, the Agreement will continue for
consecutive three-year terms. The Agreement can be terminated upon eighteen
months notice to be effective as of the end of any term. In the event, however,
of willful misfeasance, bad faith, gross negligence or reckless disregard of its
duties by the Company, the Investment Company has the right to terminate the
Agreement upon 60 days written notice, if the Company has not cured such willful
misfeasance, bad faith, gross negligence or reckless disregard of its duties
within 60 days from the receipt of such notice. Investment Companies that merge
or dissolve during the Term, shall, upon payment of all outstanding fees and Out
of Pocket Expenses, cease to be a party on the effective date of such merger or
dissolution.
Articles 6 and 19, 20 and 21 shall survive the termination of this Agreement.
Article 10. Amendment.
This Agreement may be amended or modified by a written agreement executed
by both parties.
Article 11. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, the Company and the
Investment Company may from time to time agree on such provisions interpretive
of or in addition to the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this Agreement. Any such
interpretive or additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or state
regulations or any provision of any charter document.
Article 12. Governing Law.
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Pennsylvania.
Article 13. Notices.
Except as otherwise specifically provided herein, notices and other
writings delivered or mailed postage prepaid to the Investment Company at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or to the Company at
Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to such
other address as the Investment Company or the Company may hereafter specify,
shall be deemed to have been properly delivered or given hereunder to the
respective address.
Article 14. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original. Article 15. Merger of Agreement.
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject hereof whether
oral or written.
Article 16. Successor Administrator.
If a successor Administrator for the Investment Company shall be appointed
by the Investment Company, the Company shall upon termination of this Agreement
deliver to such successor Administrator at the office of the Company all
properties of the Investment Company held by it hereunder. If no such successor
Administrator shall be appointed, the Company shall at its office upon receipt
of Proper Instructions deliver such properties in accordance with such
instructions.
Each Fund will bear all out-of-pocket expenses arising from the transition
of Administrative Services to a successor Administrator, including without
limitation the expenses of moving or transmitting materials to the successor
Administrator.
Article 17. Force Majeure.
If either party is unable to carry out any of its obligations under this
Agreement because of conditions beyond its reasonable control, including, but
not limited to, acts of war or terrorism, work stoppages, fire, civil
disobedience, delays associated with hardware malfunction or availability,
riots, rebellions, storms, electrical failures, acts of God, and similar
occurrences ("Force Majeure"), this Agreement will remain in effect and the
non-performing party's obligations shall be suspended without liability for a
period equal to the period of the continuing Force Majeure (which such period
shall not exceed fifteen (15) business days), provided that:
(1) the non-performing party gives the other party prompt notice
describing the Force Majeure, including the nature of the occurrence
and its expected duration and, where reasonably practicable, continues
to furnish regular reports with respect thereto during the period of
Force Majeure;
(2) the suspension of obligations is of no greater scope and of no longer
duration than is required by the Force Majeure;
(3) no obligations of either party that accrued before the Force Majeure
are excused as a result of the Force Majeure; and
(4) the non-performing Party uses reasonable efforts to remedy its
inability to perform as quickly as possible.
Article 18. Severability.
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.
Article 19. Limitations of Liability of the Board and Shareholders of
the Investment Company.
The execution and delivery of this Agreement have been authorized by the
Board of the Investment Company and signed by an authorized officer of the
Investment Company, acting as such, and neither such authorization by the Board
nor such execution and delivery by such officer shall be deemed to have been
made by any of them individually or to impose any liability on any of them
personally, and the obligations of this Agreement are not binding upon any
member of the Board or Shareholders of the Investment Company, but bind only the
property of the Fund, or Class, as provided in the Declaration of Trust.
Article 20. Limitations of Liability of Directors and Shareholders of
the Company.
The execution and delivery of this Agreement have been authorized by the
Directors of the Company and signed by an authorized officer of the Company,
acting as such, and neither such authorization by such Directors nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, and
the obligations of this Agreement are not binding upon any of the Directors or
Shareholders of the Company, but bind only the property of the Company, as
provided in the Company's Articles of Incorporation.
Article 21. Privacy Policy.
A. The parties acknowledge that:
(1) The SEC, has adopted Regulation S-P at 17 CFR Part 248 to protect the
privacy of individuals who obtain a financial product or service for
personal, family or household use;
(2) Regulation S-P permits financial institutions, such as the Investment
Company, to disclose "nonpublic personal information" ("NPI") of its
"customers" and "consumers" (as those terms are therein defined in
Regulation S-P) to affiliated and nonaffiliated third parties of the
Investment Company, without giving such customers and consumers the
ability to opt out of such disclosure, for the limited purposes of
processing and servicing transactions (17 CFR ss. 248.14) ("Section
248.14 NPI"); for specified law enforcement and miscellaneous purposes
(17 CFR ss. 248.15) ("Section 248.15 NPI") ; and to service providers
or in connection with joint marketing arrangements (17 CFR ss. 248.13)
("Section 248.13 NPI"); and
(3) Regulation S-P provides that the right of a customer and consumer to
opt out of having his or her NPI disclosed pursuant to 17 CFR ss.
248.7 and 17 CFR ss. 248.10 does not apply when the NPI is disclosed
to service providers or in connection with joint marketing
arrangements, provided the Investment Company and third party enter
into a contractual agreement that prohibits the third party from
disclosing or using the information other than to carry out the
purposes for which
B. Therefore, the parties agree as follows:
(1) The Investment Company may disclose shareholder NPI to the Company as
agent of the Investment Company and solely in furtherance of
fulfilling the Company's contractual obligations under this Agreement
in the ordinary course of business to support the Investment Company
and its shareholders;
(2) The Company hereby agrees to be bound to use and redisclose such NPI
only for the limited purpose of fulfilling its duties and obligations
under this Agreement, for law enforcement and miscellaneous purposes
as permitted in 17 CFR ▇▇.▇▇. 248.15, or in connection with joint
marketing arrangements that the Investment Company may establish with
the Investment Company in accordance with the limited exception set
forth in 17 CFR ss. 248.13;
(3) The Company further represents and warrants that, in accordance with
17 CFR ss. 248.30, it has implemented, and will continue to carry out
for the term of this Agreement, policies and procedures reasonably
designed to:
(a) insure the security and confidentiality of records and NPI of Investment
Company customers;
(b) protect against any anticipated threats or hazards to the security or
integrity of Investment Company customer records and NPI; and
(c) protect against unauthorized access to or use of such Investment Company
customer records or NPI that could result in substantial harm or
inconvenience to any Investment Company customer;
(4) The Company may redisclose Section 248.13 NPI only to: (a) the Investment
Company and affiliated persons of the Investment Company ("Investment
Company Affiliates"); (b) affiliated persons of the Company ("Company
Affiliates") (which in turn may disclose or use the information only to the
extent permitted under the original receipt); (c) a third party not
affiliated with the Company or Investment Company ("Nonaffiliated Third
Party") under the service and processing (ss.248.14) or miscellaneous
(ss.248.15) exceptions, but only in the ordinary course of business to
carry out the activity covered by the exception under which the Company
received the information in the first instance; and (d) a Nonaffiliated
Third Party under the service provider and joint marketing exception
(ss.248.13), provided the Company enters into a written contract with the
Nonaffiliated Third Party that prohibits the Nonaffiliated Third Party from
disclosing or using the information other than to carry out the purposes
for which the Investment Company disclosed the information in the first
instance; and
(5) The Company may redisclose Section 248.14 NPI and Section 248.15 NPI to:
(a) the Investment Company and Investment Company Affiliates; (b) Company
Affiliates (which in turn may disclose the information to the same extent
permitted under the original receipt); and (c) a Nonaffiliated Third Party
to whom the Investment Company might lawfully have disclosed NPI directly.
Article 22. Further Assurance. Each party agrees to promptly sign all
documents and take any additional actions reasonably requested by the other to
accomplish the purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
FEDERATED CORE TRUST II, L.P.
(on behalf of the Portfolios listed on
Exhibit A hereto)
By: /s/ J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
FEDERATED ADMINISTRATIVE
SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman
EXHIBIT A
to
AGREEMENT FOR ADMINISTRATIVE SERVICES
FEDERATED CORE TRUST II, L.P.
Capital Appreciation Core Fund
Emerging Markets Fixed Income Core Fund
Market Plus Core Fund
