Federated Core Trust SUB-ADVISORY AGREEMENT
Exhibit
d iv under Form N-1A
Exhibit 10
under Item 601/Reg. S-K
Federated
Core Trust
THIS AGREEMENT is made between
Federated Investment Management Company, a Delaware business trust (hereinafter
referred to as "Adviser") and Xxx Hills Partners, LLC, a Limited Liability
Corporation located in Xxxxxxxx, New York (hereinafter referred to as the
"Sub-Adviser").
WITNESSETH:
That the parties hereto, intending to
be legally bound hereby agree as follows:
1. Sub-Adviser
hereby agrees to furnish to Adviser in its capacity as investment adviser to the
Federated Enhanced Duration Active Cash Core Fund (the "Fund"), a portfolio of
the Federated Core Trust ("Trust"), such investment advice, statistical and
other factual information, as may from time to time be reasonably requested by
Adviser for the Fund which may be offered in one or more classes of shares
("Classes"). Both Adviser and Sub-Adviser are registered as
investment advisers under the Investment Advisers Act of 1940.
2. For
its services under this Agreement, Sub-Adviser shall receive from Adviser an
annual fee, as set forth in the exhibit(s) hereto.
The Sub-Adviser may from time to time
and for such periods as it deems appropriate, reduce its compensation (and, if
appropriate, assume expenses of the Fund or Class of the Fund) to the extent
that the Fund's expenses exceed such lower expense limitation as the Sub-Adviser
may, by notice to the Trust on behalf of the Fund, voluntarily declare to be
effective.
3. This
Agreement shall begin for the Fund on the date that the parties execute an
exhibit to this Agreement relating to such Fund and shall continue in effect for
the Fund for two years from the date of its execution and from year to year
thereafter, 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 Agreement or
interested persons of any such party (other than as Trustees of the Trust) cast
in person at a meeting called for that purpose; and (b) Adviser shall not have
notified the Trust in writing at least sixty (60) days prior to the anniversary
date of this Agreement in any year thereafter that it does not desire such
continuation with respect to the Fund.
4. Notwithstanding
any provision in this Agreement, it may be terminated at any time without the
payment of any penalty: (a) by the Trustees of the Trust or by a vote
of a majority of the outstanding voting securities (as defined in Section
2(a)(42) of the Investment Company Act of 1940 (“Act”) of the Fund on sixty (60)
days' written notice to Adviser; (b) by Sub-Adviser or Adviser upon 120 days'
written notice to the other party to this Agreement.
5. This
Agreement shall automatically terminate:
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(a)
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in
the event of its assignment (as defined in the Act);
or
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(b)
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in
the event of termination of the Investment Advisory Contract for any
reason whatsoever.
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6. So
long as both Adviser and Sub-Adviser shall be legally qualified to act as an
investment adviser to the Fund, neither Adviser nor Sub-Adviser shall act as an
investment adviser (as such term is defined in the Act) to the Fund except as
provided herein and in the Investment Advisory Contract or in such other manner
as may be expressly agreed between Adviser and Sub-Adviser.
Provided, however, that if the Adviser
or Sub-Adviser shall resign prior to the end of any term of this Agreement or
for any reason be unable or unwilling to serve for a successive term which has
been approved by the Trustees of the Trust pursuant to the provisions of
Paragraph 3 of this Agreement or Paragraph 6 of the Investment Advisory
Contract, the remaining party, Sub-Adviser or Adviser as the case may be, shall
not be prohibited from serving as an investment adviser to such Fund by reason
of the provisions of this Paragraph 6.
7. This
Agreement may be amended from time to time by agreement of the parties hereto
provided that such amendment shall be approved both by the vote of a majority of
Trustees of the Trust, including a majority of Trustees who are not parties to
this Agreement or interested persons, as defined in Section 2(a)(19) of the Act,
of any such party at a meeting called for that purpose, and, where required by
Section 15(a)(2) of the Act, by the holders of a majority of the outstanding
voting securities (as defined in Section 2(a)(42) of the Act) of the
Fund.
8. The
services furnished by the Sub-Adviser hereunder are not to be deemed exclusive
and the Sub-Adviser shall be free to furnish similar services to others so long
as its services under this Agreement are not impaired thereby.
9.Sub-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, in each
instance in furtherance of fulfilling Adviser’s obligations under this Agreement
and consistent with the exceptions provided in 17 CFR Sections 248.14, 248.15
and 248.13, respectively.
Exhibit
A
Federated
Enhanced Duration Active Cash Core Fund
The Sub-Adviser shall provide services
to the above-named portfolio of the Trust at no charge.
This Exhibit duly incorporates by
reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed on their behalf by their duly
authorized officers, and their corporate seals to be affixed hereto this 1st day
of June, 2008.
FEDERATED
INVESTMENT MANAGEMENT COMPANY
By: /s/ Xxxx X.
Xxxxxx
Name: Xxxx
X. Xxxxxx
Title: President/CEO
XXX
HILLS PARTNERS, LLC
By: /s/ Xxxxxxx X.
Xxxxxx
Name: Xxxxxxx
X. Xxxxxx
Title: Managing
Member
