Exhibit (d)(iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Portfolio name changed to Market Plus Core Fund - effective 3/31/05
INVESTMENT ADVISORY CONTRACT
This Contract is made this 1st day of March, 2005, between
Federated Investment Counseling, a <>Delaware business
trust having its principal place of business in Pittsburgh,
Pennsylvania (the "Adviser"), and Federated Core Trust II, L.P., aNULL
Delaware limited partnership having its principal place of business in
Pittsburgh, Pennsylvania (the "Trust"), the General Partner of which is
Federated Private Asset Management, Inc., a Delaware corporation (the
"General Partner").
WHEREAS the Trust is an open-end management investment company as
that term is defined in the Investment Company Act of 1940, as amended,
and is registered as such with the Securities and Exchange Commission;
and
WHEREAS Adviser is engaged in the business of rendering
investment advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. The Trust hereby appoints Adviser as Investment Adviser for
each of the portfolios ("Funds") of the Trust which executes an exhibit
to this Contract, and Adviser accepts the appointments. Subject to the
direction of the Trustees, Adviser shall provide investment research
and supervision of the investments of the Funds 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 investments 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 Limited
Partnership Agreement and By-Laws of the Trust and as set forth in the
Registration Statements and exhibits as may be on file with the
Securities and Exchange Commission.
3. Each Fund shall pay or cause to be paid all of its own
expenses and its allocable share 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 investment advisory services and 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 Funds, and Shares 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, 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 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 nonrecurring items as may arise,
including all losses and liabilities incurred in administering the
Trust and the Funds. Each Fund will also pay its allocable 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 officers and Trustees and
agents with respect thereto.
4. Each of the Funds shall pay to Adviser, for all services
rendered to each Fund by Adviser hereunder, the fees set forth in the
exhibits attached 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 (and, if appropriate,
assume expenses of one or more of the Funds) to the extent that any
Fund's expenses exceed such lower expense 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
respect to each Fund presently set forth on an exhibit (and any
subsequent Funds added pursuant to an exhibit during the initial term
of this Contract) for two years from the date of this Contract set
forth above and thereafter for successive periods of one year, subject
to the provisions for termination and all of the other terms and
conditions hereof if: (a) such continuation shall be specifically
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 Fund in writing at least sixty (60) days prior to the
anniversary date of this Contract in any year thereafter 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 Contract, 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' written 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 shareholder 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 by 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
Trust) cast in person at a meeting called for that purpose, and, where
required by Section 15(a)(2) of the Act, on behalf of a Fund by a
majority of the outstanding voting securities of such Fund as defined
in Section 2(a)(42) of the Act.
12. The Adviser acknowledges that all sales literature for
investment companies (such as the Trust) are subject to strict
regulatory oversight. The Adviser agrees to submit any proposed sales
literature for the Trust (or any Fund) or for itself or its affiliates
which mentions the Trust (or any Fund) to the Trust's distributor for
review and filing with the appropriate regulatory authorities prior to
the public release of any such sales literature, provided, 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 requirements, 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
literature 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 Limited Partnership
Agreement and agrees that the obligations pursuant to this Contract of
a particular Fund of the Trust with respect to that particular Fund be
limited solely to the assets of that particular Fund, and Adviser shall
not seek satisfaction of any such obligation from any other Fund, the
shareholders of any Fund, the Trustees, the General Partner, 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 Adviser and agree that the obligations assumed by the Adviser
pursuant to this Contract shall be limited 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, employees, or
agents of the Adviser, or any of them.
15. Adviser agrees to maintain the security and confidentiality
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 such NPI for the limited
purposes of processing and servicing transactions; for specific law
enforcement 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,
Inc., 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, investment adviser,
distributor or other business enterprise, and to withdraw from the
Trust and one or more of the Funds the use of the name Federated Core
Trust II, L.P.. The name Federated Core Trust II, L.P. will continue
to be used by the Trust and each Fund so long as such use is mutually
agreeable to Federated Investors, Inc. and the Trust.
17. This Contract shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.
18. This Contract will become binding on the parties hereto
upon their execution of the attached exhibits to this Contract.
EXHIBIT A
to the
Investment Advisory Contract
Federated Market Plus Fund
The Adviser shall provide services to the above-named portfolio
of the Trust at no charge.
Witness the due execution hereof this 1st day of March, 2005.
Federated Core Trust II, L.P.
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
--------------------------------
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Federated Investment Counseling
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: President - Investment
Research
