SUB-ITEM 77Q1: Exhibits
INVESTMENT CO-ADVISORY CONTRACT
This Investment Co-Advisory Contract (the "Contract") is
made this 1st day of September, 2014, among Federated Global
Investment Management Corp., a Delaware business corporation
having its principle place of business in New York, New York
("FGIMC"), Federated Equity Management Company of Pennsylvania,
a Delaware statutory trust located in Pittsburgh, Pennsylvania
("FEMCOPA"), and Federated Investment Management Company, a
Delaware statutory trust having its principal place of business
in Pittsburgh, Pennsylvania ("FIMCO") (each a "Co-Adviser" and
collectively, the "Co-Advisers"), and Federated Managed Pool
Series, a Massachusetts business trust 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 (the "1940 Act"), and is registered as such
with the Securities and Exchange Commission;
WHEREAS the Trust is authorized to issue shares of
beneficial interest in separate series, each having its own
investment portfolio, objectives and policies, in compliance
with Rule 18f-2 under the 1940 Act, including the series
specified in the exhibits to this Contract (each a "Fund" and
collectively the "Funds"); and
WHEREAS each of FGIMC, FIMCO and FEMCOPA are 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 the Co-Advisers as
Investment Advisers for each of the portfolios ("Funds") of the
Trust which executes an exhibit to this Contract, and the Co-
Advisers accept the appointments. Subject to the direction of
the Trustees of the Trust (the "Trustees"), the Co-Advisers
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, as assigned
from time-to-time by FGIMC to itself or to another Co-Adviser.
The initial responsibilities of each Co-Adviser with respect to
each Fund shall be as described on the exhibit for such Fund.
FGIMC will notify the Trustees prior to any material change in
the responsibilities assumed by any Co-Adviser with respect to
any Fund.
2. Each Co-Adviser, in its assigned 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 Declaration of Trust 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. The Co-Advisers shall reimburse all expenses of the
Trust and each Fund 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
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 1940 Act, 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 ordinary 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 ordinary nonrecurring items
as may arise, including all losses and liabilities incurred in
administering the Trust and the Funds; provided that each Fund
shall pay or cause to be paid its allocable share of such
extraordinary expenses as may arise. Extraordinary expenses
means any expenses of unusual character that in the normal
course of events would not be expected to occur in each Fund's
fiscal year or the excess over the Fund's normal expenses due to
unusual conditions in any fiscal year and include 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. The Co-Advisers will not charge a fee for the services
rendered to each Fund hereunder.
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. 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) if a Co-Adviser
shall 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, this Contract shall not continue with
respect to such Co-Adviser. 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. The termination of this Contract by or with respect to
any Fund or any Co-Adviser shall not affect the validity of this
Contract with respect to any other Fund or any other Co-Adviser.
7. Notwithstanding any provision herein, this Contract
may be terminated at any time with respect to any Fund or any
Co-Adviser, 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 the Co-Advisers.
8. This Contract may not be assigned by any Co-Adviser
and shall automatically terminate with respect to a Co-Adviser
in the event of any assignment by such Co-Adviser. Each Co-
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.
9. 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 such Co-Adviser, each
Co-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.
10. Nothing in this Contract shall be construed to (a)
create any joint venture among the parties or among the Co-
Advisers, or any of them, or (b) establish any agency among or
otherwise authorize any Co-Adviser to bind or otherwise act on
behalf of another Co-Adviser. Subject to the limitations of
Section 9, the Trust on behalf of its Funds agrees that each Co-
Adviser shall be severally, and not jointly, liable for the
performance of its assigned responsibilities under this
Contract, and neither the Trust nor any Fund shall seek recourse
for any claim arising under this Contract or other applicable
laws against any one Co-Adviser from any other Co-Adviser.
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 1940 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 1940 Act.
12. Each Co-Adviser acknowledges that all sales literature
for investment companies (such as the Trust) is subject to
strict regulatory oversight. Each Co-Adviser agrees to submit
any proposed sales literature for the Trust (or any Fund) or for
itself or its affiliates (including another Co-Adviser) 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 any Co-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 the applicable Co-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. The Co-Advisers are hereby expressly put on notice of
the limitation of liability as set forth in Article XI of the
Declaration of Trust 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 no Co-Adviser shall 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 each of FGIMC, FIMCO, and FEMCOPA and
agree that the obligations assumed by such Co-Adviser pursuant
to this Contract shall be limited in any case to such Co-Adviser
and its assets and, except to the extent expressly permitted by
the 1940 Act, the Trust and the Funds shall not seek
satisfaction of such obligation assumed by a Co-Adviser under
this Contract from the shareholders of such Co-Adviser, the
Trustees, officers, employees, or agents of the Adviser, or any
of them.
15. Each Co-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. Each Co-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 such Co-
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 Managed Pool Series" 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 Managed Pool
Series". The name "Federated Managed Pool Series" 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.
EXHIBIT A
to the Investment Co-Advisory Contract
Federated Managed Volatility Strategy Portfolio
Subject to the revision by FGIMC as provided in this
Contract, the initial responsibilities of the Co-Advisers shall
be:
FIMCO: Management of the fixed-income securities portfolio
and all related derivative contracts
FGIMC and
FEMCOPA: Overall asset allocation and management of all
other assets and related derivative contracts.
Witness the due execution hereof this 1st day of September,
2014.
Federated Managed Pool Series
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Federated Global Investment Management
Corp., Federated Equity Management
Company of Pennsylvania, and Federated
Investment Management Company
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President and CEO
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of September 1,
2014, that Federated Managed Pool Series, a business trust duly
organized under the laws of the Commonwealth of Massachusetts
(the "Trust"), does hereby nominate, constitute and appoint each
of Federated Global Investment Management Corp., a Delaware
business corporation having its principle place of business in
New York, New York ("FGIMC"), Federated Equity Management
Company of Pennsylvania, a Delaware statutory trust located in
Pittsburgh, Pennsylvania ("FEMCOPA"), and Federated Investment
Management Company, a statutory trust duly organized under the
laws of the State of Delaware (the "Adviser") (each, severally,
a "Co-Adviser"), to act hereunder as the true and lawful agent
and attorney-in-fact of the Trust, acting severally on behalf of
each of the series portfolios for which such Co-Adviser acts as
an 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 such Co-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 the Co-Adviser's supervision of the
investment, sale and reinvestment of the funds and assets of
each Fund pursuant to the authority granted to such Co-Adviser
as investment adviser of each Fund under that certain investment
co-advisory contract dated August 14, 2014 by and between and
the Trust and its Co-Advisers (such investment advisory
contract, as may be amended, supplemented or otherwise modified
from time to time is hereinafter referred to as the "Investment
Co-Advisory Contract").
Each Co-Adviser shall exercise or omit to exercise the
powers and authorities granted herein in each case as such Co-
Adviser in its sole and absolute discretion deems desirable or
appropriate under existing circumstances. No Co-Adviser shall
be required hereby to act collectively, or in concert, with
another Co-Adviser. The Trust hereby ratifies and confirms as
good and effectual, at law or in equity, all that a Co-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 any co-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 Co-Advisory Contract, (ii) to
amend, modify, limit or denigrate any duties, obligations or
liabilities of a Co-Adviser under the terms of the Investment
Co-Advisory Contract or (iii) exonerate, relieve or release a
Co-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 such Co-Adviser (x) under the
terms of the Investment Co-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 each
Co-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 such Co-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 such Co-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 such Co-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
such Co-Adviser on behalf of the Trust during the term of this
Limited Power of Attorney. No Fund shall have any joint or
several obligations 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 a Co-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 a Co-Adviser in its capacity as attorney-in-fact
hereunder for the Trust is hereby expressly put on notice that
such Co-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 such Co-Adviser
assumes no personal liability whatsoever for obligations of the
Trust entered into by such Co-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 a Co-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 such Co-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 a Co-
Adviser pursuant to the power or authority granted to such Co-
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 such Co-Adviser was acting pursuant to the
authority granted hereunder.
The Trust hereby agrees that no person, partnership,
corporation or other legal entity dealing with a Co-Adviser
shall be bound to inquire into such Co-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 with respect to a Fund
and a Co-Adviser upon the cancellation or termination of the
Investment Co-Advisory Contract between the Trust and such Co-
Adviser with respect to such Fund. 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 each Co-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 each Co-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, no Co-Adviser shall have any 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 a Co-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 a Co-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 each Co-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 each Co-Adviser
will execute sufficient counterparts so that each Co-Adviser
shall have a counterpart executed by it and the Trust, and the
Trust shall have a counterpart executed by the Trust and each
Co-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 Managed Pool Series
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Accepted and agreed to this
1st day of September, 2014
Federated Global Investment Management Corp.,
Federated Equity Management Company of Pennsylvania
and Federated Investment Management Company
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President and CEO
Schedule 1
to Limited Power of Attorney
dated as of September 1, 2014
by Federated Managed Pool Series
(the "Trust"), acting on
behalf of each of the series portfolios
listed below, and appointing each of
Federated Global Investment Management Corp.,
Federated Equity Management Company of Pennsylvania, and
Federated Investment Management Company
as attorneys-in-fact of the
Trust
List of Series Portfolios
Federated Managed Volatility Strategy Portfolio
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