Federated Core Trust, on behalf of its portfolio, Federated Inflation-Protected Securities Core Fund Federated Investors Funds Pittsburgh, PA 15237-7000 September 1, 2005
Exhibit
(e)(7) under Form N-1A
Exhibit 1
under Item 601/Reg. S-K
Federated
Core Trust,
on behalf
of its portfolio,
Federated
Inflation-Protected Securities Core Fund
Federated
Investors Funds
0000
Xxxxxxxxx Xxxxx
Pittsburgh,
PA 15237-7000
September
1, 2005
Federated
Securities Corp.
Federated
Investors Tower
0000
Xxxxxxx Xxxxxx
Pittsburgh,
PA 15222-3779
Ladies
and Gentlemen:
Re: EXCLUSIVE PLACEMENT AGENT
AGREEMENT
This is
to confirm that, in consideration of the agreements hereinafter contained, the
undersigned Federated Inflation-Protected Securities Core Fund, 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 Inflation-Protected Securities 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 &
Xxxxxxxx, 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, 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
INFLATION-PROTECTED
SECURITIES CORE FUND,
a portfolio of FEDERATED CORE
TRUST
By: /s/ Xxxx X.
Xxxxxx
Name: Xxxx X.
Xxxxxx
Title: President
Accepted:
FEDERATED
SECURITIES CORP.
By: /s/ Xxxxx X.
Xxxx
Name: Xxxxx
X. Xxxx
Title: President
– Broker/Dealer
