Exhibit (d) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INVESTMENT ADVISORY CONTRACT
This Contract is made this 1st day of December, 2001, between Federated
Global Investment Management Corp., a Delaware corporation
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").
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 Amended and Restated
Agreement of Limited Partnership 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, if any, (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 Amended and Restated Agreement
of Limited Partnership and agrees that the obligations pursuant to this
Contract of a particular Fund and 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, 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 ▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇ ▇▇▇ 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 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 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 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 Core Trust II, L.P.
International High Income Core 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 December, 2001.
Federated Core Trust II, L.P.
By:
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Name: J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
Federated Global Investment Management
Corp.
By:
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Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of December 1, 2001, that
Federated Core Trust II, L.P., a limited partnership duly organized under the
laws of the State of Delaware (the "Trust"), does hereby nominate, constitute
and appoint Federated Global Investment Management Corp., a corporation duly
organized under the laws of the state of Delaware (the "Adviser"), to act
hereunder as the true and lawful agent and attorney-in-fact of the Trust,
acting on behalf of each of the series portfolios for which the Adviser acts
as investment adviser shown on Schedule 1 attached hereto and incorporated by
reference herein (each such series portfolio being hereinafter referred to as
a "Fund" and collectively as the "Funds"), for the specific purpose of
executing and delivering all such agreements, instruments, contracts,
assignments, bond powers, stock powers, transfer instructions, receipts,
waivers, consents and other documents, and performing all such acts, as the
Adviser may deem necessary or reasonably desirable, related to the
acquisition, disposition and/or reinvestment of the funds and assets of a
Fund of the Trust in accordance with Adviser's supervision of the investment,
sale and reinvestment of the funds and assets of each Fund pursuant to the
authority granted to the Adviser as investment adviser of each Fund under
that certain investment advisory contract dated December 1, 2001, by and
between the Adviser and the Trust (such investment advisory contract, as may
be amended, supplemented or otherwise modified from time to time is
hereinafter referred to as the "Investment Advisory Contract").
The Adviser shall exercise or omit to exercise the powers and
authorities granted herein in each case as the Adviser in its sole and
absolute discretion deems desirable or appropriate under existing
circumstances. The Trust hereby ratifies and confirms as good and effectual,
at law or in equity, all that the Adviser, and its officers and employees,
may do by virtue hereof. However, despite the above provisions, nothing
herein shall be construed as imposing a duty on the Adviser to act or assume
responsibility for any matters referred to above or other matters even though
the Adviser may have power or authority hereunder to do so. Nothing in this
Limited Power of Attorney shall be construed (i) to be an amendment or
modifications of, or supplement to, the Investment Advisory Contract, (ii) to
amend, modify, limit or denigrate any duties, obligations or liabilities of
the Adviser under the terms of the Investment Advisory Contract or (iii)
exonerate, relieve or release the Adviser any losses, obligations, penalties,
actions, judgments and suits and other costs, expenses and disbursements of
any kind or nature whatsoever which may be imposed on, incurred by or
asserted against the Adviser (x) under the terms of the Investment Advisory
Contract or (y) at law, or in equity, for the performance of its duties as
the investment adviser of any of the Funds.
The Trust hereby agrees to indemnify and save harmless the Adviser and
its trustees, officers and employees (each of the foregoing an "Indemnified
Party" and collectively the "Indemnified Parties") against and from any and
all losses, obligations, penalties, actions, judgments and suits and other
costs, expenses and disbursements of any kind or nature whatsoever which may
be imposed on, incurred by or asserted against an Indemnified Party, other
than as a consequence of gross negligence or willful misconduct on the part
of an Indemnified Party, arising out of or in connection with this Limited
Power of Attorney or any other agreement, instrument or document executed in
connection with the exercise of the authority granted to the Adviser herein
to act on behalf of the Trust, including without limitation the reasonable
costs, expenses and disbursements in connection with defending such
Indemnified Party against any claim or liability related to the exercise or
performance of any of the Adviser's powers or duties under this Limited Power
of Attorney or any of the other agreements, instruments or documents executed
in connection with the exercise of the authority granted to the Adviser
herein to act on behalf of the Trust, or the taking of any action under or in
connection with any of the foregoing. The obligations of the Trust under
this paragraph shall survive the termination of this Limited Power of
Attorney with respect to actions taken by the Adviser on behalf of the Trust
during the term of this Limited Power of Attorney. No Fund shall have any
joint or several obligation with any other Fund to reimburse or indemnify an
Indemnified Party for any action, event, matter or occurrence performed or
omitted by or on behalf of the Adviser in its capacity as agent or
attorney-in-fact of Trust acting on behalf of any other Fund hereunder.
Any person, partnership, corporation or other legal entity dealing with
the Adviser in its capacity as attorney-in-fact hereunder for the Trust is
hereby expressly put on notice that the Adviser is acting solely in the
capacity as an agent of the Trust and that any such person, partnership,
corporation or other legal entity must look solely to the Trust in question
for enforcement of any claim against the Trust, as the Adviser assumes no
personal liability whatsoever for obligations of the Trust entered into by
the Adviser in its capacity as attorney-in-fact for the Trust.
Each person, partnership, corporation or other legal entity which deals
with a Fund of the Trust through the Adviser in its capacity as agent and
attorney-in-fact of the Trust, is hereby expressly put on notice (i) that all
persons or entities dealing with the Trust must look solely to the assets of
the Fund of the Trust on whose behalf the Adviser is acting pursuant to its
powers hereunder for enforcement of any claim against the Trust, as the
Trustees, officers and/or agents of such Trust, the shareholders of the
various classes of shares of the Trust and the other Funds of the Trust
assume no personal liability whatsoever for obligations entered into on
behalf of such Fund of the Trust, and (ii) that the rights, liabilities and
obligations of any one Fund are separate and distinct from those of any other
Fund of the Trust.
The execution of this Limited Power of Attorney by the Trust acting on
behalf of the several Funds shall not be deemed to evidence the existence of
any express or implied joint undertaking or appointment by and among any or
all of the Funds. Liability for or recourse under or upon any undertaking of
the Adviser pursuant to the power or authority granted to the Adviser under
this Limited Power of Attorney under any rule of law, statute or constitution
or by the enforcement of any assessment or penalty or by legal or equitable
proceedings or otherwise shall be limited only to the assets of the Fund of
the Trust on whose behalf the Adviser was acting pursuant to the authority
granted hereunder.
The Trust hereby agrees that no person, partnership, corporation or
other legal entity dealing with the Adviser shall be bound to inquire into
the Adviser's power and authority hereunder and any such person, partnership,
corporation or other legal entity shall be fully protected in relying on such
power or authority unless such person, partnership, corporation or other
legal entity has received prior written notice from the Trust that this
Limited Power of Attorney has been revoked. This Limited Power of Attorney
shall be revoked and terminated automatically upon the cancellation or
termination of the Investment Advisory Contract between the Trust and the
Adviser. Except as provided in the immediately preceding sentence, the
powers and authorities herein granted may be revoked or terminated by the
Trust at any time provided that no such revocation or termination shall be
effective until the Adviser has received actual notice of such revocation or
termination in writing from the Trust.
This Limited Power of Attorney constitutes the entire agreement between
the Trust and the Adviser, may be changed only by a writing signed by both of
them, and shall bind and benefit their respective successors and assigns;
provided, however, the Adviser shall have no power or authority hereunder to
appoint a successor or substitute attorney in fact for the Trust.
This Limited Power of Attorney shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania without
reference to principles of conflicts of laws. If any provision hereof, or
any power or authority conferred upon the Adviser herein, would be invalid or
unexercisable under applicable law, then such provision, power or authority
shall be deemed modified to the extent necessary to render it valid or
exercisable while most nearly preserving its original intent, and no
provision hereof, or power or authority conferred upon the Adviser herein,
shall be affected by the invalidity or the non-exercisability of another
provision hereof, or of another power or authority conferred herein.
This Limited Power of Attorney may be executed in as many identical
counterparts as may be convenient and by the different parties hereto on
separate counterparts. This Limited Power of Attorney shall become binding
on the Trust when the Trust shall have executed at least one counterpart and
the Adviser shall have accepted its appointment by executing this Limited
Power of Attorney. Immediately after the execution of a counterpart original
of this Limited Power of Attorney and solely for the convenience of the
parties hereto, the Trust and the Adviser will execute sufficient
counterparts so that the Adviser shall have a counterpart executed by it and
the Trust, and the Trust shall have a counterpart executed by the Trust and
the Adviser. Each counterpart shall be deemed an original and all such taken
together shall constitute but one and the same instrument, and it shall not
be necessary in making proof of this Limited Power of Attorney to produce or
account for more than one such counterpart.
IN WITNESS WHEREOF, the Trust has caused this Limited Power of Attorney
to be executed by its duly authorized officer as of the date first written
above.
Federated Core Trust II, L.P.
By:
---------------------------------
Name: J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
President
Accepted and agreed to this
1st day of December, 2001
Federated Global Investment Management Corp.
By:
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Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
Schedule 1
to Limited Power of Attorney
dated as of December 1, 2001
by Federated Core Trust II, L.P.
(the Trust "), acting on
behalf of each of the series portfolios
listed below, and appointing
Federated Global Investment Management Corp.
the attorney-in-fact of the
Trust
List of Series Portfolios
International High Income Core Fund