Exhibit (e)(ii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
Portfolio name changed to Market Plus Core Fund, effective 3/31/05
Federated Core Trust II, L.P.,
on behalf of its portfolio, Federated Market Plus Fund
Federated Investors Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
March 1, 2005
Federated Securities Corp.
Federated Investors Tower
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Ladies and Gentlemen:
Re: EXCLUSIVE PLACEMENT AGENT AGREEMENT
-----------------------------------
This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned Federated Market Plus Fund, a portfolio of
Federated Core Trust II, L.P. (the "Partnership"), an open-end
diversified management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), organized
as a limited partnership under the laws of the State of Delaware, has
agreed that Federated Securities Corp., a Pennsylvania corporation
("FSC"), shall be the exclusive placement agent (the "Exclusive
Placement Agent") of beneficial interests ("Partnership Interests") of
Federated Market Plus Fund.
1. Services as Exclusive Placement Agent.
1.1 FSC will act as Exclusive Placement Agent of the
Partnership 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 Partnership
Interests in a manner which would require the Partnership 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 Partnership 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
Partnership to accept any offer to purchase any Partnership Interests,
all of which shall be subject to approval by the Partnership's Board of
Trustees.
1.4 The Partnership shall furnish from time to time for
use in connection with the sale of Partnership Interests such
information with respect to the Partnership and Partnership Interests
as FSC may reasonably request. The Partnership shall also furnish FSC
upon request with: (a) unaudited semiannual statements of the
Partnership's books and accounts prepared by the Partnership, and (b)
from time to time such additional information regarding the
Partnership's financial or regulatory condition as FSC may reasonably
request.
1.5 The Partnership represents to FSC that all
registration statements filed by the Partnership with the Commission
under the 1940 Act with respect to Partnership 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 Partnership. The Partnership 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
Partnership Interests. The Partnership 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 Partnership's counsel, be necessary or advisable. If the
Partnership shall not propose such amendment and/or supplement within
fifteen days after receipt by the Partnership of a written request from
FSC to do so, FSC may, at its option, terminate this Agreement. The
Partnership 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 Partnership's right to file at any time such amendment to any
registration statement as the Partnership may deem advisable, such
right being in all respects absolute and unconditional.
1.6 The Partnership 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
Partnership'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 Partnership 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 Partnership's agreement to indemnify FSC and
the Partnership's representation and warranties hereinbefore set forth
in paragraph 1.5 shall not be deemed to cover any liability to the
Partnership 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 Partnership shall be notified of any action brought
against a Covered Person, such notification to be given by letter or by
telegram addressed to the Partnership, Federated Investors Funds, 0000
Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000, Attention: Secretary,
with a copy to Xxxxxxx X. Xxxxxxx, Esq., Xxxxxxxxx, Xxxxxxx & Xxxxx,
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 Partnership of any such action shall not relieve the Partnership
(i) from any liability except to the extent the Partnership shall have
been prejudiced by such failure, or (ii) from any liability that the
Partnership 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
Partnership's indemnity agreement contained in this paragraph. The
Partnership 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
Partnership and approved by FSC, which approval shall not be
unreasonably withheld. In the event the Partnership 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 Partnership does not elect to assume the defense
of any such suit, or in case FSC reasonably does not approve of counsel
chosen by the Partnership, the Partnership 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 Partnership's
indemnification agreement contained in this paragraph and the
Partnership'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 Partnership Interests. This agreement of
indemnity will inure exclusively to Covered Persons and their
successors. The Partnership agrees to notify FSC promptly of the
commencement of any litigation or proceedings against the Partnership
or any of its officers or Trustees in connection with the issue and
sale of any Partnership Interests.
1.7 FSC agrees to indemnify, defend and hold the
Partnership, its several officers and trustees, and any person who
controls the Partnership 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 Partnership 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 Partnership 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 Partnership, 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
Partnership 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 Partnership 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 Partnership Interests. This agreement of
indemnity will insure exclusively to Covered Persons and their
successors. FSC agrees to notify the Partnership 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
Partnership Interests.
1.8 No Partnership Interests shall be offered by either
FSC or the Partnership under any of the provisions of this Agreement
and no orders for the purchase or sale of Partnership Interests
hereunder shall be accepted by the Partnership 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
Partnership's obligation to redeem Partnership Interests from any
investor in accordance with the provisions of the Partnership's
registration statement or Declaration of Trust, as amended from time to
time. The Partnership 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 Partnership 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
Partnership 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 Partnership
all records and other information not otherwise publicly available
relative to the Partnership 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
Partnership, 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 Partnership.
1.11 In addition to FSC's duties as Exclusive Placement
Agent, the Partnership understands that FSC may, in its discretion,
perform additional functions in connection with transactions in
Partnership Interests.
The processing of Partnership 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 Partnership's transfer agent for processing;
reconciliation of all transactions delivered to the Partnership's
transfer agent; and the recording and reporting of these transactions
executed by the Partnership'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 Partnership investors and other functions in
administering customer accounts for Partnership investors.
FSC understands that these services may result in cost
savings to the Partnership or to the Partnership's investment manager
and neither the Partnership nor the Partnership's investment manager
will compensate FSC for all or a portion of the costs incurred in
performing functions in connection with transactions in Partnership
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 Partnership 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 Partnership in the performance of its duties or from reckless
disregard by the Partnership 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 Partnership 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 Partnership 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 February 28, 2006, and thereafter shall continue
automatically for successive annual periods, provided such continuance
is specifically approved at least annually by (i) the Partnership's
Board of Trustees or (ii) by a vote of a majority (as defined in the
1940 Act) of the Partnership's outstanding voting securities, provided
that in either event the continuance is also approved by the majority
of the Partnership's Trustees who are not interested persons (as
defined in the 1940 Act) of the Partnership 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 Partnership'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 Partnership 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 Partnership has executed
this Agreement not individually, but solely in the capacity of an
officer of the Partnership under the Partnership's Declaration of
Trust, as amended. Pursuant to the Declaration of Partnership the
obligations of this Agreement are not binding upon any of the Trustees
or investors of the Partnership 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 MARKET PLUS FUND,
a portfolio of FEDERATED CORE TRUST II,
L.P.
By: /s/ X. Xxxxxxxxxxx Xxxxxxx
---------------------------------
Name: X. Xxxxxxxxxxx Xxxxxxx
Title: President
Accepted:
FEDERATED SECURITIES CORP.
By: /s/ Xxxxx. X. Xxxx
---------------------------
Name: Xxxxx X. Xxxx
Title: President - Broker/Dealer
