Exhibit e(ii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
Large Cap Equity Core Fund
a portfolio of Federated Core Trust II, L.P.
Federated Investors Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
September 1, 2003
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 Large Cap Equity Core Fund, a portfolio of Federated
Core Trust II, L.P. (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 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 ("Trust Interests") of Mortgage Core Fund.
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, 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,
2004, 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,
LARGE CAP EQUITY CORE 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
