Exhibit 5(c)
INVESTMENT ADVISORY CONTRACT
This Contract is made this 15th day of November, 1996, between
Federated Management, a Delaware business trust having its principal place
of business in Pittsburgh, Pennsylvania (the "Adviser"), and Money Market
Obligations Trust II, 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 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. 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 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 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 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) 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.
13. 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.
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. This Contract shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.
16. 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
MONEY MARKET OBLIGATIONS TRUST II
MUNICIPAL OBLIGATIONS FUND
For all services rendered by Adviser hereunder, the above-named Fund
of the Money Market Obligations Trust II shall pay to Adviser and Adviser
agrees to accept as full compensation for all services rendered hereunder,
an annual investment advisory fee equal to .20 of 1% 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 .20 of 1% 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 15th day of November, 1996.
ATTEST: FEDERATED MANAGEMENT
/s/ Xxxxxxxxx Ita XxXxxxxxx By:/s/ Xxxxxxx X.
Xxxx
Assistant Secretary Vice President
Attest: MONEY MARKET OBLIGATIONS TRUST II
/s/ Xxxx X. XxXxxxxxx By:/s/ Xxxxxxx X. Xxxxxx
Secretary Vice President
EXHIBIT B
to the
Investment Advisory Contract
MONEY MARKET OBLIGATIONS TRUST II
PRIME CASH OBLIGATIONS FUND
For all services rendered by Adviser hereunder, the above-named Fund
of the Money Market Obligations Trust II shall pay to Adviser and Adviser
agrees to accept as full compensation for all services rendered hereunder,
an annual investment advisory fee equal to .20 of 1% 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 .20 of 1% 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 15th day of November, 1996.
ATTEST: FEDERATED MANAGEMENT
/s/ Xxxxxxxxx Ita XxXxxxxxx By:/s/ Xxxxxxx X.
Xxxx
Assistant Secretary Vice President
Attest: MONEY MARKET OBLIGATIONS TRUST II
/s/ Xxxx X. XxXxxxxxx By:/s/ Xxxxxxx X. Xxxxxx
Secretary Vice President
EXHIBIT C
to the
Investment Advisory Contract
MONEY MARKET OBLIGATIONS TRUST II
PRIME VALUE OBLIGATIONS FUND
For all services rendered by Adviser hereunder, the above-named Fund
of the Money Market Obligations Trust II shall pay to Adviser and Adviser
agrees to accept as full compensation for all services rendered hereunder,
an annual investment advisory fee equal to .20 of 1% 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 .20 of 1% 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 15th day of November, 1996.
ATTEST: FEDERATED MANAGEMENT
/s/ Xxxxxxxxx Ita XxXxxxxxx By:/s/ Xxxxxxx X.
Xxxx
Assistant Secretary Vice President
Attest: MONEY MARKET OBLIGATIONS TRUST II
/s/ Xxxx X. XxXxxxxxx By:/s/ Xxxxxxx X. Xxxxxx
Secretary Vice President
