INVESTMENT ADVISORY CONTRACT
This Contract is made this 1st day of September, 2005, between
Federated Investment Management Company, a Delaware
business trust having its principal place of business in Pittsburgh,
Pennsylvania (the "Adviser"), and Federated Core Trust, a
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 Funds' 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. Each Fund shall pay or cause to be paid all of its own
expenses and its allocable share of Trust expenses, including, without
limitation, the expenses of organizing the Trust and continuing its
existence; fees and expenses of Trustees and officers of the Trust;
fees (if any) 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 (if any) 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 or offering
memoranda (and any amendments thereto) to shareholders; interest
expense, taxes, fees, and commissions of every kind; expenses of issue
(including cost of Share certificates, if any), 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 Trust and the
Funds. Each Fund will also pay its allocable share of such
extraordinary expenses as may arise including 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. Each of the Funds shall pay to Adviser, for all services
rendered to each Fund by Adviser hereunder, the fees set forth in the
exhibits attached hereto.
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. The Adviser may from time to time and for such periods as
it deems appropriate reduce its compensation (and, if appropriate,
assume expenses of one or more of the Funds) to the extent that any
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 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.
8. 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.
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 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.
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 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.
12. The Adviser acknowledges that all sales literature for
investment companies (such as the Trust) is 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.
13. Adviser is hereby expressly put on notice of the limitation
of liability as set forth in Article XII of the Declaration of Trust
and agrees that the obligations pursuant to this Contract of a
particular Fund 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, the General Partner, officers,
employees or agents of the Trust, or any of them.
14. 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.
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 name
Federated Core Trust 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 Core Trust. The name
Federated Core Trust. 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.
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 Government Pool
The Adviser shall provide services to the above-named portfolio
of the Trust at no charge.
Witness the due execution hereof this 1st day of September, 2005.
Federated Core Trust
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: President
Federated Investment Management
Company
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President/CEO
EXHIBIT B
to the
Investment Advisory Contract
Federated Prime Pool
The Adviser shall provide services to the above-named portfolio
of the Trust at no charge.
Witness the due execution hereof this 1st day of September, 2005.
Federated Core Trust
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: President
Federated Investment Management
Company
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President/CEO
EXHIBIT B
to the
Investment Advisory Contract
Federated Inflation-Protected Securities Core Fund
The Adviser shall provide services to the above-named portfolio
of the Trust at no charge.
Witness the due execution hereof this 1st day of September, 2005.
Federated Core Trust
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: President
Federated Investment Management
Company
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President/CEO
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of September 1,
2005, that Federated Core 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 business 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 September 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 Core Trust
By: /s/ Xxxx X. Xxxxxx
------------------------
Name: Xxxx X. Xxxxxx
Title: President
Accepted and agreed to this
September 1, 2005
Federated Investment Management Company
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President/CEO
Schedule 1
to Limited Power of Attorney
dated as of September 1, 2005
by Federated Core Trust
(the Trust"), acting on
behalf of each of the series portfolios
listed below, and appointing
Federated Investment Counseling
the attorney-in-fact of the
Trust
List of Series Portfolios
Federated Government Pool
Federated Inflation-Protected Securities Core Fund
Federated Prime Pool
