ITEM 77Q(c) - COPIES OF NEW OR AMENDED REGISTRANT I
NVESTMENT ADVISORY
CONTRACTS
INVESTMENT ADVISORY CONTRACT
This Contract is made this 1st day of June, 2014,
between Federated Investment
Counseling, a Delaware statutory trust having its princi
pal place of business in Pittsburgh,
Pennsylvania (the "Adviser"), and Federated Core Trust
II, L.P., a Delaware limited partnership
having its principal place of business in Pittsburgh, P
ennsylvania (the "Trust").
WHEREAS the Trust is an open-end management inv
estment company as that term is
defined in the Investment Company Act of 1940, as xxxxxx
d, and is registered as such with the
Securities and Exchange Commission; and
WHEREAS Adviser is engaged in the business of r
endering investment advisory and
management services.
NOW, THEREFORE, the parties hereto, intending t
o be legally bound, hereby agree as
follows:
1. The Trust hereby appoints Adviser as I
nvestment Adviser for each of the
portfolios ("Funds") of the Trust which executes an exh
ibit to this Contract, and Adviser accepts
the appointments. Subject to the direction of the Trust
ees, Adviser shall provide investment
research and supervision of the investments of the Fund
s 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 inv
estments 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 Amended and Restated Agreement of Limi
xxx Partnership and By-Laws of the
Trust and as set forth in the Registration Statements a
nd exhibits as may be on file with the
Securities and Exchange Commission.
3. Fund shall pay or cause to be paid all
of its own expenses and its allocable share of
Trust expenses, including, without limitation, the expe
nses of organizing the Trust and continuing
its existence; fees and expenses of Trustees and office
rs of the Trust; fees for investment advisory
services and administrative personnel and services; expens
es incurred in the distribution of its
shares ("Shares"), including expenses of administrative sup
port services; fees and expenses of
preparing and printing its Registration Statements under t
he Securities Act of 1933 and the
Investment Company Act of 1940, as amended, and any amendm
ents thereto; expenses of
registering and qualifying the Trust, the Funds, and Share
s 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, tax
es, 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 pe
riodic issue; charges and expenses of
custodians, transfer agents, dividend disbursing agents, s
hareholder servicing agents, and
registrars; printing and mailing costs, auditing, account
ing, and legal expenses; reports to
shareholders and governmental officers and commissions; e
xpenses 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. Each Fund will also pay its all
ocable 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 off
icers and Trustees and agents with respect
thereto.
4. Each of the Funds shall pay to Adviser, f
or all services rendered to each Fund by
Adviser hereunder, the fees set forth in the exhibits at
tached 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, if any, (and, if appropriate, ass
ume expenses of one or more of the Funds)
to the extent that any Fund's expenses exceed such lower e
xpense 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 res
pect to each Fund presently set forth on an
exhibit (and any subsequent Funds added pursuant to an exh
ibit during the initial term of this
Contract) for two years from the date of this Contract se
t forth above and thereafter for successive
periods of one year, subject to the provisions for termina
tion and all of the other terms and
conditions hereof if: (a) such continuation shall be speci
fically 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 Fu
nd in writing at least sixty (60) days prior
to the anniversary date of this Contract in any year therea
fter 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 Contrac
t, 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' xx
xxxxx 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 sha
reholder 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 b
y 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 T
rust) cast in person at a meeting called for
that purpose, and, where required by Section 15(a)(2) of th
e Act, on behalf of a Fund by a majority
of the outstanding voting securities of such Fund as defin
ed in Section 2(a)(42) of the Act.
12. The Adviser acknowledges that all sales lite
rature for investment companies (such
as the Trust) are subject to strict regulatory oversight. Th
e Adviser agrees to submit any proposed
sales literature for the Trust (or any Fund) or for itself o
r its affiliates which mentions the Trust (or
any Fund) to the Trust's distributor for review and filing w
ith the appropriate regulatory authorities
prior to the public release of any such sales literature, pr
ovided, 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 r
equirements, 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 lite
rature 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 VII of the Amended and Restated Agreement of Limited
Partnership and agrees that the
obligations pursuant to this Contract of a particular Fund a
nd of the Trust with respect to that
particular Fund be limited solely to the assets of that part
icular Fund, and Adviser shall not seek
satisfaction of any such obligation from any other Fund, th
e 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 Ad
viser and agree that the obligations
assumed by the Adviser pursuant to this Contract shall be li
mited 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, employee
s, or agents of the Adviser, or any of
them.
15. Adviser agrees to maintain the security and c
onfidentiality 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 su
ch NPI for the limited purposes of
processing and servicing transactions; for specific law enforc
ement 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 has reserved the right to
grant the non-exclusive use of the name Federated Core Trust
II, L.P., or any derivative thereof to
any other investment company, investment company portfolio, i
nvestment adviser, distributor or
other business enterprise, and to withdraw from the Trust and
one or more of the Funds the use of
the Federated Core Trust II, L.P. The name Federated Core Tr
ust II, L.P. will continue to be used
by the Trust and each Fund so long as such use is mutually ag
reeable to Federated Investors and the
Trust.
17 This Contract shall be construed in accordan
ce with and governed by the laws of
the Commonwealth of Pennsylvania.
18 This Contract will become binding on the par
ties hereto upon their execution of the
attached exhibits to this Contract.
EXHIBIT A
to the
Investment Advisory Contract
Emerging Markets Fixed Income Core Fund
For all services rendered by Adviser hereunder, the a
xxxx-named Fund of Federated Core
Trust shall pay to Adviser and Adviser agrees to accept as fu
ll compensation for all services
rendered hereunder, an annual investment advisory fee equal t
o 0.00% of the average daily net
assets of the Fund.
The portion of the fee based upon the average daily n
et assets of the Fund shall be accrued
daily at the rate of 1/365th of 0.00 of 1% applied to the dai
ly net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser
daily.
Witness the due execution hereof this 1st day of Ju
ne, 2014.
Federated Core Trust II, L.P.
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx:
Title: President
Federated Investment Counseling
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President/CEO
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of June 1,
2014, that Federated Core
Trust II, L.P., a limited partnership duly organized under t
he laws of the State of Delaware (the
"Trust"), does hereby nominate, constitute and appoint Xxxxx
ated Investment Counseling, a
statutory trust duly organized under the laws of the State o
f Delaware (the "Adviser"), to act
hereunder as the true and lawful agent and attorney-in-fact o
f the Trust, acting on behalf of each of
the series portfolios for which the Adviser acts as investmen
t adviser shown on Schedule 1 attached
hereto and incorporated by reference herein (each such serie
s 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, bon
d 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 f
unds 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 June 1, 2014 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 pow
ers and authorities granted herein in
each case as the Adviser in its sole and absolute discretion de
ems desirable or appropriate under
existing circumstances. The Trust hereby ratifies and confirm
s 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 ab
ove 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 modificati
ons of, or supplement to, the
Investment Advisory Contract, (ii) to amend, modify, limit or den
igrate any duties, obligations or
liabilities of the Adviser under the terms of the Investment Adv
isory Contract or (iii) exonerate,
relieve or release the Adviser any losses, obligations, penaltie
s, actions, judgments and suits and
other costs, expenses and disbursements of any kind or nature wh
atsoever which may be imposed
on, incurred by or asserted against the Adviser (x) under the ter
ms 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 th
e Adviser and its trustees,
officers and employees (each of the foregoing an "Indemnified Par
ty" and collectively the
"Indemnified Parties") against and from any and all losses, oblig
ations, penalties, actions,
judgments and suits and other costs, expenses and disbursements o
f any kind or nature whatsoever
which may be imposed on, incurred by or asserted against an Indem
nified 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 a
ny other agreement, instrument or
document executed in connection with the exercise of the authori
ty granted to the Adviser herein to
act on behalf of the Trust, including without limitation the rea
sonable costs, expenses and
disbursements in connection with defending such Indemnified Part
y against any claim or liability
related to the exercise or performance of any of the Adviser's p
owers or duties under this Limited
Power of Attorney or any of the other agreements, instruments or do
cuments executed in
connection with the exercise of the authority granted to the Advise
r 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 Tr
ust during the term of this Limited
Power of Attorney. No Fund shall have any joint or several obl
igation with any other Fund to
reimburse or indemnify an Indemnified Party for any action, eve
nt, matter or occurrence performed
or omitted by or on behalf of the Adviser in its capacity as age
nt or attorney-in-fact of the Trust
acting on behalf of any other Fund hereunder.
Any person, partnership, corporation or other legal entit
y dealing with the Adviser in its
capacity as attorney-in-fact hereunder for the Trust is hereby ex
pressly 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 t
o the Trust in question for
enforcement of any claim against the Trust, as the Adviser assume
s no personal liability
whatsoever for obligations of the Trust entered into by the Advis
er in its capacity as
attorney-in-fact for the Trust.
Each person, partnership, corporation or other legal enti
ty which deals with a Fund of the
Trust through the Adviser in its capacity as agent and attorney-i
n-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 ac
ting 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 en
tered into on behalf of such Fund
of the Trust, and (ii) that the rights, liabilities and obligat
ions 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 Tr
ust 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, sta
tute or constitution or by the
enforcement of any assessment or penalty or by legal or equitabl
e proceedings or otherwise shall be
limited only to the assets of the Fund of the Trust on whose beha
lf the Adviser was acting pursuant
to the authority granted hereunder.
The Trust hereby agrees that no person, partnership, co
rporation or other legal entity
dealing with the Adviser shall be bound to inquire into the Ad
viser's power and authority hereunder
and any such person, partnership, corporation or other legal e
ntity shall be fully protected in relying
on such power or authority unless such person, partnership, cor
poration 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 sent
ence, the powers and authorities
herein granted may be revoked or terminated by the Trust at an
y 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 t
hem, and shall bind and benefit their
respective successors and assigns; provided, however, the Advi
ser shall have no power or authority
hereunder to appoint a successor or substitute attorney in f
act for the Trust.
This Limited Power of Attorney shall be governed and co
nstrued 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 provi
sion, 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 n
on-exercisability of another provision
hereof, or of another power or authority conferred herein.
This Limited Power of Attorney may be executed in a
s many identical counterparts as may
be convenient and by the different parties hereto on separat
e counterparts. This Limited Power of
Attorney shall become binding on the Trust when the Trust sh
all have executed at least one
counterpart and the Adviser shall have accepted its appoint
ment by executing this Limited Power
of Attorney. Immediately after the execution of a counterpar
t 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 count
erpart 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 constitu
te 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 II, L.P.
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Accepted and agreed to this
1st day of June, 2014
Federated Investment Counseling
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President/CEO
Schedule 1
to Limited Power of Attorney
dated as of June 1, 2014
by Federated Core Trust II, L.P.
(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
Emerging Markets Fixed Income Core Fund
