Exhibit 23(d)(iv) under Form N-1A
Exhibit 10(d) under Item 601/Reg. S-K
AMENDMENT #1
TO INVESTMENT ADVISORY CONTRACT
BETWEEN
FEDERATED INVESTMENT COUNSELING
AND
FEDERATED CORE TRUST II, L.P.
This Amendment #1 (the "Amendment") to the Investment Advisory Contract
dated December 1, 2001 (the "Contract") between Federated Investment Counseling
(formerly, Federated Global Investment Management Corp.) (the "Adviser") and
Federated Core Trust II, L.P. (the "Trust") on behalf of its portfolio Emerging
Markets Fixed Income Core Fund (the "Fund") 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 the Fund and its 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 Fund, and Shares of the Fund 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 Fund; provided that the 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 the 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."
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 the Fund as
of the date of initial investment by a portfolio of Federated Managed Pool
Series in the 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 COUNSELING
By: /s/ Xxxxxxx X. Xxxxxx, III
Name: Xxxxxxx X. Xxxxxx, III
Title: Vice Chairman
FEDERATED CORE TRUST II, L.P., on behalf
of its portfolio, Emerging Markets Fixed
Income
Core Portfolio
By: /s/ X. Xxxxxxxxxxx Xxxxxxx
Name: X. Xxxxxxxxxxx Xxxxxxx
Title: President
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