Exhibit e (ii) under Form N-1A
Exhibit 1 under Item 601/Reg S-K
Federated Core Trust,
on behalf of its portfolio, Federated Government Pool
Federated Investors Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
September 1, 2005
Federated Securities Corp.
Federated Investors Tower
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Ladies and Gentlemen:
Re: EXCLUSIVE PLACEMENT AGENT AGREEMENT
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This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned Federated Government Pool, a portfolio of
Federated Core Trust (the "Trust"), an open-end diversified management
investment company registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), organized as a business trust under the
laws of the Commonwealth of Massachusetts, has agreed that Federated
Securities Corp., a Pennsylvania corporation ("FSC"), shall be the
exclusive placement agent (the "Exclusive Placement Agent") of
beneficial interests ("Trust Interests") of Federated Government Pool.
1. Services as Exclusive Placement Agent.
1.1 FSC will act as Exclusive Placement Agent of the
Trust Interests. In acting as Exclusive Placement Agent under this
Exclusive Placement Agent Agreement, neither FSC nor its employees or
any agents thereof shall make any offer or sale of Trust Interests in a
manner which would require the Trust Interests to be registered under
the Securities Act of 1933, as amended (the "1933 Act").
1.2 All activities by FSC and its agents and employees as
Exclusive Placement Agent of Trust Interests shall comply with all
applicable laws, rules and regulations, including, without limitation,
all rules and regulations adopted pursuant to the 1940 Act by the
Securities and Exchange Commission (the "Commission").
1.3 Nothing herein shall be construed to require the
Trust to accept any offer to purchase any Trust Interests, all of which
shall be subject to approval by the Trust's Board of Trustees.
1.4 The Trust shall furnish from time to time for use in
connection with the sale of Trust Interests such information with
respect to the Trust and Trust Interests as FSC may reasonably
request. The Trust shall also furnish FSC upon request with: (a)
unaudited semiannual statements of the Trust's books and accounts
prepared by the Trust, and (b) from time to time such additional
information regarding the Trust's financial or regulatory condition as
FSC may reasonably request.
1.5 The Trust represents to FSC that all registration
statements filed by the Trust with the Commission under the 1940 Act
with respect to Trust Interests have been prepared in conformity with
the requirements of such statute and the rules and regulations of the
Commission thereunder. As used in this Agreement the term
"registration statement" shall mean any registration statement filed
with the Commission, as modified by any amendments thereto that at any
time shall have been filed with the Commission by or on behalf of the
Trust. The Trust represents and warrants to FSC that any registration
statement will contain all statements required to be stated therein in
conformity with both such statute and the rules and regulations of the
Commission; that all statements of fact contained in any registration
statement will be true and correct in all material respects at the time
of filing of such registration statement or amendment thereto; and that
no registration statement will include an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading to a
purchaser of Trust Interests. The Trust may but shall not be obligated
to propose from time to time such amendment to any registration
statement as in the light of future developments may, in the opinion of
the Trust's counsel, be necessary or advisable. If the Trust shall not
propose such amendment and/or supplement within fifteen days after
receipt by the Trust of a written request from FSC to do so, FSC may,
at its option, terminate this Agreement. The Trust shall not file any
amendment to any registration statement without giving FSC reasonable
notice thereof in advance; provided, however, that nothing contained in
this Agreement shall in any way limit the Trust's right to file at any
time such amendment to any registration statement as the Trust may deem
advisable, such right being in all respects absolute and unconditional.
1.6 The Trust agrees to indemnify, defend and hold FSC,
its several officers and directors, and any person who controls FSC
within the meaning of Section 15 of the 1933 Act or Section 20 of the
Securities and Exchange Act of 1934 (the "1934 Act") (for purposes of
this paragraph 1.6, collectively, the "Covered Persons") free and
harmless from and against any and all claims, demand, liabilities and
expenses (including the cost of investigating or defending such claims,
demands or liabilities and any counsel fees incurred in connection
therewith) which any Covered Person may incur under the 1933 Act, the
1934 Act, common law, or otherwise, but only to the extent that such
liability or expense incurred by a Covered Person resulting from such
claims or demands shall arise out of or be based on (i) any untrue
statement of a material fact contained in any registration statement,
private placement memorandum or other offering material ("Offering
Material") or (ii) any omission to state a material fact required to be
stated in any Offering Material or necessary to make the statements in
any Offering Material not misleading; provided, however, that the
Trust's agreement to indemnify Covered Persons shall not be deemed to
cover any claims, demands, liabilities or expenses arising out of any
financial and other statements as are furnished in writing to the Trust
by FSC in its capacity as Exclusive Placement Agent for use in the
answers to any items of any registration statement or in any statements
made in any Offering Material, or arising out of or based on any
omission or alleged omission to state a material fact in connection
with the giving of such information required to be stated in such
answers or necessary to make the answers not misleading; and further
provided that the Trust's agreement to indemnify FSC and the Trust's
representation and warranties hereinbefore set forth in paragraph 1.5
shall not be deemed to cover any liability to the Trust or its
investors to which a Covered Person would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of a Covered Person's reckless
disregard of its obligations and duties under this Agreement. The
Trust shall be notified of any action brought against a Covered Person,
such notification to be given by letter or by telegram addressed to the
Trust, Federated Investors Funds, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX
00000-0000, Attention: Secretary, with a copy to Xxxxxxx X. Xxxxxxx,
Esq., Xxxxxxxxx, Xxxxxxx, Xxxxx & Xxxxxxxx, L.L.P., 0000 X Xxxxxx,
X.X., Xxxxxxxxxx, XX 00000, promptly after the summons or other first
legal process shall have been duly and completely served upon such
Covered Person. The failure to so notify the Trust of any such action
shall not relieve the Trust (i) from any liability except to the extent
the Trust shall have been prejudiced by such failure, or (ii) from any
liability that the Trust may have to the Covered Person against whom
such action is brought by reason of any such untrue or alleged untrue
statement or omission or alleged omission, otherwise than on account of
the Trust's indemnity agreement contained in this paragraph. The Trust
will be entitled to assume the defense of any suit brought to enforce
any such claim, demand or liability, but in such case such defense
shall be conducted by counsel of good standing chosen by the Trust and
approved by FSC, which approval shall not be unreasonably withheld. In
the event the Trust elects to assume the defense in any such suit and
retain counsel of good standing approved by FSC, the defendant or
defendants in such suit shall bear the fees and expenses of any
additional counsel retained by any of them; but in case the Trust does
not elect to assume the defense of any such suit, or in case FSC
reasonably does not approve of counsel chosen by the Trust, the Trust
will reimburse the Covered Person named as defendant in such suit, for
the fees and expenses of any counsel retained by FSC or the Covered
Persons. The Trust's indemnification agreement contained in this
paragraph and the Trust's representations and warranties in this
Agreement shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of Covered
Persons, and shall survive the delivery of any Trust Interests. This
agreement of indemnity will inure exclusively to Covered Persons and
their successors. The Trust agrees to notify FSC promptly of the
commencement of any litigation or proceedings against the Trust or any
of its officers or Trustees in connection with the issue and sale of
any Trust Interests.
1.7 FSC agrees to indemnify, defend and hold the Trust,
its several officers and trustees, and any person who controls the
Trust within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act (for purposes of this paragraph 1.7, collectively, the
"Covered Persons") free and harmless from and against any and all
claims, demands, liabilities and expenses (including the costs of
investigating or defending such claims, demands, liabilities and any
counsel fees incurred in connection therewith) that Covered Persons may
incur under the 1933 Act, the 1934 Act, common law, or otherwise, but
only to the extent that such liability or expense incurred by a Covered
Person resulting from such claims or demands shall arise out of or be
based on (i) any untrue statement of a material fact contained in
information furnished in writing by FSC in its capacity as Exclusive
Placement Agent to the Trust for use in the answers to any of the items
of any registration statement or in any statements in any other
Offering Material, or (ii) any omission to state a material fact in
connection with such information furnished in writing by FSC to the
Trust required to be stated in such answers or necessary to make such
information not misleading. FSC shall be notified of any action
brought against a Covered Person, such notification to be given by
letter or telegram addressed to FSC at Federated Investors Tower, 0000
Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000-0000, Attention: Secretary,
promptly after the summons or other first legal process shall have been
duly and completely served upon such Covered Person. The failure to so
notify FSC of any such action shall not relieve FSC (i) from any
liability except to the extent that FSC shall have been prejudiced by
such failure, or (ii) from any liability that FSC may have to Covered
Person against whom such action is brought by reason of any such untrue
or alleged untrue statement, or omission or alleged omission, otherwise
than on account of FSC's indemnity agreement contained in this
paragraph. FSC will be entitled to assume the defense of any suit
brought to enforce any such claim, demand or liability, but in such
case such defense shall be conducted by counsel of good standing
approved by the Trust, the defendant or defendants in such suit shall
bear the fees and expenses of any additional counsel retained by any of
them; but in case FSC does not elect to assume the defense of any such
suit, or in case the Trust reasonably does not approve of counsel
chosen by FSC, FSC will reimburse the Covered Person named as defendant
in such suit, for the fees and expenses of any counsel retained by the
Trust or the Covered Persons. FSC's indemnification agreement
contained in this paragraph and FSC's representations and warranties in
this Agreement shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of Covered
Persons, and shall survive the delivery of any Trust Interests. This
agreement of indemnity will insure exclusively to Covered Persons and
their successors. FSC agrees to notify the Trust promptly of the
commencement of any litigation or proceedings against FSC or any of its
officers or directors in connection with the issue and sale of any
Trust Interests.
1.8 No Trust Interests shall be offered by either FSC or
the Trust under any of the provisions of this Agreement and no orders
for the purchase or sale of Trust Interests hereunder shall be accepted
by the Trust if and so long as the effectiveness of the registration
statement or any necessary amendments thereto shall be suspended under
any of the provisions of the 1940 Act; provided, however, that nothing
contained in this paragraph shall in any way restrict or have an
application to or bearing on the Trust's obligation to redeem Trust
Interests from any investor in accordance with the provisions of the
Trust's registration statement or Declaration of Trust, as amended from
time to time. The Trust shall notify FSC promptly of the suspension of
the registration statement or any necessary amendments thereto, such
notification to be given by letter or telegram addressed to FSC at
Federated Investors Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX
00000-0000, Attention: Secretary.
1.9 The Trust agrees to advise FSC as soon as reasonably
practical by a notice in writing delivered to FSC or its counsel:
(a) of any request by the Commission for amendments
to the registration statement then in effect or for additional
information;
(b) in the event of the issuance by the Commission
of any stop order suspending the effectiveness of the registration
statement then in effect or the initiation by service of process on the
Trust of any proceeding for that purpose;
(c) of the happening of any event that makes untrue
any statements of a material fact made in the registration statement
then in effect or that requires the making of a change in such
registration statement in order to make the statements therein not
misleading; and
(d) of all action of the Commission with respect to
any amendment to any registration statement that may from time to time
be filed with the Commission.
For purposes of this paragraph 1.9, informal requests by or
acts of the Staff of the Commission shall not be deemed actions of or
requests by the Commission.
1.10 FSC agrees on behalf of itself and its employees to
treat confidentially and as proprietary information of the Trust all
records and other information not otherwise publicly available relative
to the Trust and its prior, present or potential investors and not to
use such records and information for any purpose other than performance
of its responsibilities and duties hereunder, except after prior
notification to and approval in writing by the Trust, which approval
shall not be unreasonably withheld and may not be withheld where FSC
may be exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Trust.
1.11 In addition to FSC's duties as Exclusive Placement
Agent, the Trust understands that FSC may, in its discretion, perform
additional functions in connection with transactions in Trust Interests.
The processing of Trust Interest transactions may include,
but is not limited to, compilation of all transactions from FSC's
various offices; creation of a transaction tape and timely delivery of
it to the Trust's transfer agent for processing; reconciliation of all
transactions delivered to the Trust's transfer agent; and the recording
and reporting of these transactions executed by the Trust's transfer
agent in customer statements; rendering of periodic customer
statements; and the reporting of IRS Form 1099 information at year end
if required.
FSC may also provide other investor services, such as
communicating with Trust investors and other functions in administering
customer accounts for Trust investors.
FSC understands that these services may result in cost
savings to the Trust or to the Trust's investment manager and neither
the Trust nor the Trust's investment manager will compensate FSC for
all or a portion of the costs incurred in performing functions in
connection with transactions in Trust Interests. Nothing herein is
intended, nor shall be construed, as requiring FSC to perform any of
the foregoing functions.
1.12 Except as set forth in paragraph 1.6 of this
Agreement, the Trust shall not be liable to FSC or any Covered Persons
as defined in paragraph 1.6 for any error of judgment or mistake of law
or for any loss suffered by FSC in connection with the matters to which
this Agreement relates, except a loss resulting from the willful
misfeasance, bad faith or gross negligence on the part of the Trust in
the performance of its duties or from reckless disregard by the Trust
of its obligations and duties under this Agreement.
1.13 Except as set forth in paragraph 1.7 of this
Agreement, FSC shall not be liable to the Trust or any Covered Persons
as defined in paragraph 1.7 for any error of judgment or mistake of law
or for any loss suffered by the Trust in connection with the matters to
which this Agreement relates, except a loss resulting from the willful
misfeasance, bad faith or gross negligence on the part of FSC in the
performance of its duties or from reckless disregard by FSC of its
obligations and duties under this Agreement.
2. Term.
This Agreement shall become effective on the date first
above written and, unless sooner terminated as provided herein, shall
continue until August 31, 2006, and thereafter shall continue
automatically for successive annual periods, provided such continuance
is specifically approved at least annually by (i) the Trust's Board of
Trustees or (ii) by a vote of a majority (as defined in the 1940 Act)
of the Trust's outstanding voting securities, provided that in either
event the continuance is also approved by the majority of the Trust's
Trustees who are not interested persons (as defined in the 1940 Act) of
the Trust and who have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose
of voting on such approval. This Agreement is terminable without
penalty, on not less than 60 days' notice, by the Board, by a vote of a
majority (as defined in the 1940 Act) of the Trust's outstanding voting
securities, or by FSC. This Agreement will also terminate
automatically in the event of its assignment (as defined in the 1940
Act and the rules thereunder).
3. Representations and Warranties.
FSC and the Trust each hereby represents and warrants to
the other that it has all requisite authority to enter into, execute,
deliver and perform its obligations under this Agreement and that, with
respect to it, this Agreement is legal, valid and binding, and
enforceable in accordance with its terms.
4. Concerning Applicable Provisions of Law, etc.
This Agreement shall be subject to all applicable
provisions of law, including the applicable provisions of the 1940 Act
and to the extent that any provisions herein contained conflict with
any such applicable provisions of law, the latter shall control.
The laws of the Commonwealth of Pennsylvania shall, except
to the extent that any applicable provisions of Federal law shall be
controlling, govern the construction, validity and effect of this
Agreement, without reference to principles of conflicts of law.
FSC agrees to maintain the security and confidentiality of
nonpublic personal information ("NPI") of Fund customers and consumers,
as those terms are defined in Regulation S-P, 17 CFR Part 248. FSC
agrees to use and redisclose such NPI for the limited purposes of
processing and servicing transactions; for specified law enforcement
and miscellaneous purposes; and to service providers or in connection
with joint marketing arrangements directed by the Funds, in each
instance in furtherance of fulfilling FSC's obligations under this
contract and consistent with the exceptions provided in 17 CFR Sections
248.14, 248.15 and 248.13, respectively.
The undersigned officer of the Trust has executed this
Agreement not individually, but solely in the capacity of an officer of
the Trust under the Trust's Declaration of Trust, as amended. Pursuant
to the Declaration of Trust the obligations of this Agreement are not
binding upon any of the Trustees or investors of the Trust
individually, but bind only the trust estate.
If the contract set forth herein is acceptable to you,
please so indicate by executing the enclosed copy of this Agreement and
returning the same to the undersigned, whereupon this Agreement shall
constitute a binding contract between the parties hereto effective at
the closing of business on the date hereof.
Yours very truly,
FEDERATED GOVERNMENT POOL,
a portfolio of FEDERATED CORE TRUST
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: President
Accepted:
FEDERATED SECURITIES CORP.
By: /s/ Xxxxx X. Xxxx
---------------------------
Name: Xxxxx X. Xxxx
Title: President - Broker/Dealer
