EXHIBIT 23(D)(IV) UNDER FORM N-1A
EXHIBIT (10) UNDER ITEM 601/REG. S-K
AMENDMENT #1
TO INVESTMENT ADVISORY CONTRACT
BETWEEN
FEDERATED INVESTMENT MANAGEMENT COMPANY
AND
FEDERATED CORE TRUST
This Amendment #1 (the "Amendment") to the Investment Advisory Contract
dated December 30, 1997 (the "Contract") between Federated Investment Management
Company (formerly, Federated Research Corp.) (the "Adviser") and Federated Core
Trust (the "Trust"), on behalf of its portfolios Federated Mortgage Core
Portfolio and High Yield Bond Portfolio (the "Funds") is made and entered into
this 1st day of September, 2006. Terms used as defined herein, which are not
otherwise defined herein, shall have meaning ascribed thereto in the Contract.
WHEREAS, the Trust and the Adviser have entered into the Contract; and
WHEREAS, the Trust and the Adviser wish to amend the Contract on the
terms and conditions set forth herein.
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:
1(a). The Contract is hereby amended by deleting paragraph 3 in its entirety
and replacing it with the following:
"3. The Adviser shall reimburse all ordinary expenses including out-of-
pocket expenses of each Fund and their allocable portion 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 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."
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Federated Core Trust December 30, 1997
1(b). The Contract is hereby amended by deleting paragraph 4 in its entirety
and replacing it with the following:
"4. The Adviser will not charge a fee for the services rendered to each
Fund hereunder."
1(c). The Contract is hereby amended by deleting paragraph 6 in its entirety.
The remaining paragraphs shall be re-numbered accordingly.
2. The amendments set forth herein shall become effective as to each Fund as
of the date of initial investment by a portfolio of Federated Managed Pool
Series in such Fund.
3. No Other Amendments. Except as expressly amended hereby, the Contract
shall continue in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
FEDERATED INVESTMENT MANAGEMENT
COMPANY
By: /s/ X. Xxxxxxxxxxx Xxxxxxx
Name: X. Xxxxxxxxxxx Xxxxxxx
Title: Chairman
FEDERATED CORE TRUST, on behalf of its
portfolios, Federated Mortgage Core
Portfolio
and High Yield Bond Portfolio
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President
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Federated Core Trust December 30, 1997
