EX-99.77E LEGAL

SUB-ITEM 77-E   LEGAL PROCEEDINGS
Since October 2003, Federated and related entities (c
ollectively, "Federated") and various Federated
funds (Funds) have been named as defendants in several
 class action lawsuits now pending in the United
States District Court for the District of Maryland. T
he lawsuits were purportedly filed on behalf of people
who purchased, owned and/or redeemed shares of Federat
ed-sponsored mutual funds during specified
periods beginning November 1, 1998. The suits are gene
rally similar in alleging that Federated engaged
in illegal and improper trading practices including ma
rket timing and late trading in concert with certain
institutional traders, which allegedly caused financia
l injury to the mutual fund shareholders. Federated
without admitting the validity of any claim has reache
d a preliminary settlement with the Plaintiffs in these
cases. Any settlement would have to be approved by th
e Court.
     Federated entities have also been named as defend
ants in several additional lawsuits that are now
pending in the United States District Court for the We
stern District of Pennsylvania. These lawsuits have
been consolidated into a single action alleging excess
ive advisory fees involving another Federated Fund.
     The Board of the Funds retained the law firm of D
ickstein Shapiro LLP to represent the Funds in
each of the lawsuits described in the preceding two par
agraphs. Federated and the Funds, and their
respective counsel, have been defending this litigation
, and none of the Funds remains a defendant in
any of the lawsuits (though, the other Fund noted abov
e could potentially receive a recovery in the action
alleging excessive advisory fees). Additional lawsuits
 based upon similar allegations may be filed in the
future. The potential impact of these lawsuits, all of
 which seek monetary damages, attorneys' fees and
expenses, and future potential similar suits is uncert
ain. Although we do not believe that these lawsuits
will have a material adverse effect on the Funds, ther
e can be no assurance that these suits, ongoing
adverse publicity and/or other developments resulting
from the allegations in these matters will not result
in increased Fund redemptions, reduced sales of Fund
Shares or other adverse consequences for the
Funds.

	- 1 -
		US_ACTIVE-103548226.1-CCRYAN 4/23/10
 12:24 PM

EX-99.77Q1 OTHR EXHB

ITEM 77Q(a) - COPIES OF ANY MATERIAL AMENDMENTS TO THE
REGISTRANT'S CHARTER OR BY-LAWS



Federated Core Trust

Amendment No. 7
to the Declaration of Trust
dated August 21, 1996

	This Declaration of Trust is amended as follows:

	Strike Section 5 of Article III and replace it
 with the following:

	Section 5.  Establishment and Designation of S
eries.  Without limiting the
authority of the Trustees set forth in Article XIII,
Section 7, inter alia, to establish and
designate any additional Series or to modify the right
s and preferences of any existing
Series, the Series shall be, and are established and d
esignated as,

High-Yield Bond Portfolio
Federated Mortgage Core Portfolio
Federated Inflation-Protected Securities Core Fund
Federated Duration Plus Core Fund

		The undersigned hereby certify that the
above Amendment is a true and
correct Amendment to the Declaration of Trust, as adopte
d by the Board of Trustees at a
meeting on the 14th day of August, 2009, to become effe
ctive on September 3, 2009.

	WITNESS the due execution hereof this 14th day
of August, 2009.


/s/ John F. Donahue		/s/ J. Christopher Donahue
John F. Donahue		J. Christopher Donahue

/s/ John T. Conroy, Jr.		/s/ Charles F. Mansfield, Jr.
John T. Conroy, Jr.		Charles F. Mansfield, Jr.

/s/ Nicholas P. Constantakis		/s/ R. James Nicholson
Nicholas P. Constantakis		R. James Nicholson

/s/ John F. Cunningham		/s/ Thomas M. O'Neill
John F. Cunningham		Thomas M. O'Neill

/s/ Maureen Lally-Green		/s/ John S. Walsh
Maureen Lally-Green		John S. Walsh

/s/ Peter E. Madden		/s/ James F. Will
Peter E. Madden		James F. Will

EX-99.77Q1 OTHR EXHB

ITEM 77Q(e) - COPIES OF ANY NEW OR AMENDED REGISTRANT
INVESTMENT ADVISORY CONTRACTS




FEDERATED CORE TRUST
INVESTMENT ADVISORY CONTRACT


	This Contract is made this 1st day of June  20
08, between Federated Investment Management
Company, a Delaware business trust having its principa
l place of business in Pittsburgh, Pennsylvania (the
"Adviser"), and Federated Core Trust, a Massachusetts
business trust having its principal place of business
in Pittsburgh, Pennsylvania (the "Trust").

	WHEREAS the Trust  is an open-end management i
nvestment 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 sha
ll provide investment research and supervision of the
investments of the Funds and conduct a continuous prog
ram of investment evaluation and of appropriate
sale or other disposition and reinvestment of each Fun
d's assets.

	2.	Adviser, in its supervision of the inv
estments of each of the Funds will be guided by each
of the Fund's investment objective and policies and th
e provisions and restrictions contained in the
Declaration of Trust and By-Laws of the Trust  and as s
et 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 expe
nses 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; f
ees 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 registe
ring and qualifying the Trust, the Funds, and
Shares of the Funds under federal and state laws and reg
ulations; expenses of preparing, printing, and
distributing prospectuses (and any amendments thereto) t
o shareholders; interest expense, taxes, fees, and
commissions of every kind; expenses of issue (including c
ost of Share certificates), purchase, repurchase,
and redemption of Shares, including expenses attributabl
e to a program of periodic issue; charges and
expenses of custodians, transfer agents, dividend disbur
sing agents, shareholder servicing agents, and
registrars; printing and mailing costs, auditing, account
ing, and legal expenses; reports to shareholders and
governmental officers and commissions; expenses of meetin
gs of Trustees and shareholders and proxy
solicitations therefor; insurance expenses; association m
embership 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 h
ereto.

	5.	The net asset value of each Fund's Share
s as used herein will be calculated to the nearest
1/10th of one cent.

	6.	The Adviser may from time to time and fo
r such periods as it deems appropriate reduce
its compensation (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 t
he Adviser may, by notice to the Fund,
voluntarily declare to be effective.

	7.	This Contract shall begin for each Fund a
s of the date of execution of the applicable
exhibit and shall continue in effect with respect to eac
h 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 Contr
act or interested persons of any such party cast in
person at a meeting called for that purpose; and (b) Advi
ser shall not have notified a Fund in writing at
least sixty (60) days prior to the anniversary date of th
is 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 approva
l of this Contract by the Trustees and thereafter for
successive periods of one year, subject to approval as de
scribed above.

	8.	Notwithstanding any provision in this Con
tract, it may be terminated at any time with
respect to any Fund, without the payment of any penalty, b
y the Trustees of the Trust or by a vote of the
shareholders of that Fund on sixty (60) days' written noti
ce to Adviser.

	9.	This Contract may not be assigned by Advis
er and shall automatically terminate in the
event of any assignment. Adviser may employ or contract wi
th such other person, persons, corporation, or
corporations at its own cost and expense as it shall deter
mine 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 o
f Adviser, Adviser shall not be liable to the Trust
or to any of the Funds or to any shareholder for any act o
r omission in the course of or connected in any
way with rendering services or for any losses that may be s
ustained 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 Contra
ct or interested persons of any such party to this
Contract (other than as Trustees of the Trust) cast in perso
n 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 th
e Act.

	12.	The Adviser acknowledges that all sales lit
erature for investment companies (such as the
Trust) are subject to strict regulatory oversight. The Advi
ser 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 regul
atory authorities prior to the public release of any
such sales literature, provided, however, that nothing here
in shall be construed so as to create any
obligation or duty on the part of the Adviser to produce sa
les literature for the Trust (or any Fund). The
Trust agrees to cause its distributor to promptly review al
l such sales literature to ensure compliance with
relevant requirements, to promptly advise Adviser of any d
eficiencies 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 XI of the Declaration of Trust and agrees that the o
bligations pursuant to this Contract of a
particular Fund and of the Trust with respect to that particu
lar 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 agr
ee that the obligations assumed by the Adviser
pursuant to this Contract shall be limited in any case to th
e Adviser and its assets and, except to the extent
expressly permitted by the Investment Company Act of 1940, a
s amended, the Trust and the Funds shall
not seek satisfaction of any such obligation from the share
holders 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 thos
e terms are defined in Regulation S-P, 17
CFR Part 248.  Adviser agrees to use and redisclose such NP
I for the limited purposes of processing and
servicing transactions; for specific law enforcement and m
iscellaneous 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 Federat
ed Investors, Inc., has reserved the right to
grant the non-exclusive use of the name "Federated Core Tru
st" or any derivative thereof to any other
investment company, investment company portfolio, investmen
t 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
Core Trust".  The name "Federated Core Trust" will continue
 to be used by the Trust  and each Fund so
long as such use is mutually agreeable to Federated Investo
rs, Inc. and the Trust.

	17.	This Contract shall be construed in accordan
ce with and governed by the laws of the
Commonwealth of Pennsylvania.

	18.	This Contract will become binding on the part
ies hereto upon their execution of the
attached exhibits to this Contract.



Name changed to Federated Duration Plus Core Fund - effect
ive 9/3/09

EXHIBIT A
to the
Investment Advisory Contract

Federated Enhanced Duration Active Cash Core Fund

	For all services rendered by Adviser hereunder, the
 above-named Fund of Federated Core Trust
shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder,
an annual investment advisory fee equal to 0.10% of the av
erage daily net assets of the Fund.

	The portion of the fee based upon the average daily n
et assets of the Fund shall be accrued daily at
the rate of 1/365th of 0.10 of 1% applied to the daily net as
sets of the Fund.

	The advisory fee so accrued shall be paid to Adviser
daily.

	Witness the due execution hereof this 1st day of June
, 2008.



FEDERATED CORE TRUST




By:  /s/ J. Christopher Donahue
Name:  J. Christopher Donahue
Title:  President



FEDERATED INVESTMENT MANAGEMENT
COMPANY



By:  /s/ John B. Fisher
Name:  John B. Fisher
Title:  President/CEO



LIMITED POWER OF ATTORNEY


		KNOW ALL MEN BY THESE PRESENTS, dated as of
June 1, 2008, that Federated
Core Trust, a business Trust duly organized under the laws of
 the Commonwealth of Massachusetts (the
"Trust"), does hereby nominate, constitute and appoint Federa
ted Investment Management Company, a
business Trust 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 Sch
edule 1 attached hereto and incorporated by
reference herein (each such series portfolio being hereinafte
r 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 de
em 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 a
nd reinvestment of the funds and assets of
each Fund pursuant to the authority granted to the Adviser as i
nvestment adviser of each Fund under that
certain investment advisory contract dated June 1, 2008 by and
between the Adviser and the Trust  (such
investment advisory contract, as may be amended, supplemented o
r 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 discretio
n 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 hereo
f.  However, despite the above provisions,
nothing herein shall be construed as imposing a duty on the Advi
ser to act or assume responsibility for any
matters referred to above or other matters even though the Advis
er may have power or authority hereunder
to do so.  Nothing in this Limited Power of Attorney shall be c
onstrued (i) to be an amendment or
modifications of, or supplement to, the Investment Advisory Con
tract, (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 performanc
e of its duties as the investment adviser of
any of the Funds.

		The Trust hereby agrees to indemnify and save h
armless the Adviser and its Trustees,
officers and employees (each of the foregoing an "Indemnified P
arty" and collectively the "Indemnified
Parties") against and from any and all losses, obligations, pen
alties, actions, judgments and suits and other
costs, expenses and disbursements of any kind or nature whatsoe
ver which may be imposed on, incurred by
or asserted against an Indemnified Party, other than as a conse
quence 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, i
nstruments or documents executed in
connection with the exercise of the authority granted to the Adv
iser 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 Limi
ted 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 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 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 tha
t any such person, partnership, corporation or
other legal entity must look solely to the Trust in question f
or enforcement of any claim against the Trust,
as the Adviser assumes no personal liability whatsoever for ob
ligations 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 attorn
ey-in-fact of the Trust, is hereby expressly put
on notice (i) that all persons or entities dealing with the Tr
ust 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 agent
s 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, an
d (ii) that the rights, liabilities and
obligations of any one Fund are separate and distinct from thos
e 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 f
or or recourse under or upon any undertaking
of the Adviser pursuant to the power or authority granted to t
he 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 limi
ted only to the assets of the Fund of the Trust
on whose behalf the Adviser was acting pursuant to the authorit
y granted hereunder.

		The Trust hereby agrees that no person, partner
ship, corporation or other legal entity
dealing with the Adviser shall be bound to inquire into the Advis
er's power and authority hereunder and
any such person, partnership, corporation or other legal entity s
hall 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 Attorne
y 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 ma
y be revoked or terminated by the Trust at
any time provided that no such revocation or termination shall b
e effective until the Adviser has received
actual notice of such revocation or termination in writing from t
he Trust.

		This Limited Power of Attorney constitutes the e
ntire 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 an
d construed in accordance with the
laws of the Commonwealth of Pennsylvania without reference to princ
iples of conflicts of laws.  If any
provision hereof, or any power or authority conferred upon the Adv
iser 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 Advise
r 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 i
n 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 thi
s Limited Power of Attorney.  Immediately
after the execution of a counterpart original of this Limited Pow
er 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 tha
n one such counterpart.

		IN WITNESS WHEREOF, the Trust has caused this Limi
ted Power of Attorney to be
executed by its duly authorized officer as of the date first writt
en above.

Federated Core Trust


By:  /s/ J. Christopher Donahue
Name:  J. Christopher Donahue
Title:  President






Accepted and agreed to this
1st day of June, 2008.

Federated Investment Management Company


By:  /s/ John B. Fisher
Name:  John B. Fisher
Title:  President/CEO



Schedule 1
to Limited Power of Attorney
dated as of June 1, 2008
(revised 9/3/09)
by Federated Core Trust
(the Trust"), acting on
behalf of each of the series portfolios
listed below, and appointing
Federated Investment Management Company
the attorney-in-fact of the
Trust


List of Series Portfolios



Federated Duration Plus Core Fund

8

		#2284009

EX-99.77Q1 OTHR EXHB

Fund name changed to Federated Duration Plus Cor
e Fund - effective 9/3/09


ITEM 77Q(e) - COPIES OF ANY NEW OR AMENDED REGISTRANT
INVESTMENT ADVISORY CONTRACTS



Federated Core Trust

SUB-ADVISORY AGREEMENT


	THIS AGREEMENT is made between Federated I
nvestment Management Company, a Delaware
business trust (hereinafter referred to as "Adviser"
) and Dix Hills Partners, LLC, a Limited Liability
Corporation located in Westburg, New York (hereinaft
er referred to as the "Sub-Adviser").

WITNESSETH:

	That the parties hereto, intending to be leg
ally 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 regis
tered as investment advisers under the Investment
Advisers Act of 1940.

	2.	For its services under this Agreemen
t, 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 fo
r such periods as it deems appropriate, reduce its
compensation (and, if appropriate, assume expenses o
f 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 Fun
d on the date that the parties execute an exhibit to
this Agreement relating to such Fund and shall continu
e in effect for the Fund for two years from the date
of its execution and from year to year thereafter, sub
ject to the provisions for termination and all of the
other terms and conditions hereof if: (a) such continu
ation 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) A
dviser shall not have notified the Trust in writing at
least sixty (60) days prior to the anniversary date o
f 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 Truste
es 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 ter
minate:
		(a)	in the event of its assignment
 (as defined in the Act); or
		(b)	in the event of termination o
f the Investment Advisory Contract for any reason
whatsoever.

	6.	So long as both Adviser and Sub-Advis
er shall be legally qualified to act as an
investment adviser to the Fund, neither Adviser nor S
ub-Adviser shall act as an investment adviser (as such
term is defined in the Act) to the Fund except as pr
ovided herein and in the Investment Advisory Contract
or in such other manner as may be expressly agreed be
tween 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 unwillin
g 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 inv
estment 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 t
o this Agreement or interested persons, as defined in
Section 2(a)(19) of the Act, of any such party at a me
eting called for that purpose, and, where required by
Section 15(a)(2) of the Act, by the holders of a major
ity 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-Advis
er hereunder are not to be deemed exclusive and
the Sub-Adviser shall be free to furnish similar servic
es to others so long as its services under this
Agreement are not impaired thereby.

	9.	Sub-Adviser agrees to maintain the secu
rity 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.  Adviser agrees to use and redisclose such
 NPI for the limited purposes of processing and
servicing transactions; for specific law enforcement an
d miscellaneous purposes; and to service providers
or in connection with joint marketing arrangements dire
cted by the Fund, in each instance in furtherance of
fulfilling Adviser's obligations under this Agreement a
nd 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 ab
ove-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 caus
ed this Agreement to be executed on their
behalf by their duly authorized officers, and their cor
porate seals to be affixed hereto this 1st day of June,
2008.



FEDERATED INVESTMENT MANAGEMENT
COMPANY




By:  /s/ John B. Fisher
Name:  John B. Fisher
Title:  President/CEO



DIX HILLS PARTNERS, LLC




By:  /s/ William L. Gordon
Name:  William L. Gordon
Title:  Managing Member


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