Exhibit e (ii) under Form N-1A
Exhibit 1 under Item 601/Reg S-K
Federated Core Trust,
on behalf of its portfolio, Federated Prime Pool
Federated Investors Funds
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September 1, 2005
Federated Securities Corp.
Federated Investors Tower
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Ladies and Gentlemen:
Re: EXCLUSIVE PLACEMENT AGENT AGREEMENT
This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned Federated Prime Pool, a portfolio of Federated
Core Trust (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 business trust under the laws of the Commonwealth
of Massachusetts, 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 Federated
Prime Pool.
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, ▇▇▇▇
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copy to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇,
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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, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, 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, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇,
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, 2006, 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,
FEDERATED PRIME POOL,
a portfolio of FEDERATED CORE TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Accepted:
FEDERATED SECURITIES CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: President - Broker/Dealer