Item Q1 (a): Amendment to Amended and Restated Agreemen
t of Limited Partnership
Amendment No. 6
to the
Amended and Restated Agreement of Limited Partnership
Federated Core Trust II, L.P.
a Delaware Limited Partnership
This Agreement of Limited Partnership is amended as foll
ows, effective October 31, 2007:
A. Strike subsection y, Series, of Section 3, Defini
tions, of Article I Names and Definitions, and
substitute in its place the follows:
(y) "Series" shall refer to the Emerging Markets Fixed
Income Core Fund, Mortgage Core Fund, and
Market Plus Core Fund and to each series of Interests estab
lished and designated in the future under or in
accordance with the provisions of Article III and shall mean
an entity such as that described in Section
18(f)(2) of the 1940 Act, and subject to Rule 18f-2 thereund
er.
IN WITNESS WHEREOF, the parties named below have exe
cuted this Partnership Agreement as
of the 18th day of May, 2007.
Federated Private Asset Management, Inc., as
General Partner
By: /s/ Xxxx X. XxXxxxxxx
Name: Xxxx X. XxXxxxxxx
Title: Executive Vice President
DIRECTORS of the Partnership, solely in their capacit
y as such and not as partners:
/s/ Xxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxx
Xxxx X. Xxxxxxx Xxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxxx, Xx.
/s/ Xxxx X. Xxxxxx, Xx. /s/ Xxxx X. Xxxxxx, Xx.
Xxxx X. Xxxxxx, Xx. Xxxx X. Xxxxxx, Xx.
/s/ Xxxxxxxx X. Constankis /s/ Xxxxxx X. X'Xxxxx
Xxxxxxxx X. Xxxxxxxxxxxx Xxxxxx X. X'Xxxxx
/s/ Xxxx X. Xxxxxxxxxx /s/ Xxxxxxxx X. Xxxxx
Xxxx X. Xxxxxxxxxx Xxxxxxxx X. Xxxxx
/s/ J. Xxxxxxxxxxx Xxxxxxx /s/ Xxxx X. Xxxxx
J. Xxxxxxxxxxx Xxxxxxx Xxxx X. Xxxxx
/s/ Xxxxxxxx X. Xxxxx, M.D. /s/ Xxxxx X. Xxxx
Xxxxxxxx X. Xxxxx, M.D. Xxxxx X. Will
Item Q1 (e): Amendment to Investment Advisory Contract
AMENDMENT #1
TO INVESTMENT ADVISORY CONTRACT
BETWEEN
FEDERATED INVESTMENT COUNSELING
AND
FEDERATED CORE TRUST II, L.P.
This Amendment #1 (the "Amendment") to the Investment
Advisory Contract dated December 1,
2001 (the "Contract") between Federated Investment Counseling
(formerly, Federated Global Investment
Management Corp.) (the "Adviser") and Federated Core Trust II,
L.P. (the "Trust") on behalf of its
portfolio Emerging Markets Fixed Income Core Fund (the "Fund")
is made and entered into this 1st day of
September, 2006. Terms used as defined herein, which are not
otherwise defined herein, shall have
meaning ascribed thereto in the Contract.
WHEREAS, the Trust and the Adviser have entered into t
he Contract; and
WHEREAS, the Trust and the Adviser wish to amend the Co
ntract on the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the premises and mut
ual covenants herein contained,
and intending to be legally bound hereby, the parties hereto agr
ee as follows:
1(a). The Contract is hereby amended by deleting paragraph 3 i
n its entirety and replacing it with the
following:
"3. The Adviser shall reimburse all ordinary expenses
including out-of-pocket
expenses of the Fund and its allocable portion 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 adminis
trative personnel and
services; expenses incurred in the distribution of its shares ("S
hares"), including expenses
of administrative support services; fees and expenses of preparin
g 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 re
gistering and
qualifying the Trust, the Fund, and Shares of the Fund under federa
l and state laws and
regulations; expenses of preparing, printing, and distributing pros
pectuses (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 prog
ram of periodic issue;
charges and expenses of custodians, transfer agents, dividend disbu
rsing agents,
shareholder servicing agents, and registrars; printing and mailing
costs, auditing,
accounting, and ordinary legal expenses; reports to shareholders a
nd governmental
officers and commissions; expenses of meetings of Trustees and shar
eholders and proxy
solicitations therefor; insurance expenses; association membership d
ues and such
ordinary nonrecurring items as may arise, including all losses and li
abilities incurred in
administering the Trust and the Fund; provided that the Fund shall p
ay or cause to be paid
its allocable share of such extraordinary expenses as may arise. Ex
traordinary expenses
means any expenses of unusual character that in the normal course of
events would not
be expected to occur in the Fund's fiscal year or the excess over th
e Fund's normal
expenses due to unusual conditions in any fiscal year and include expe
nses incurred in
connection with litigation, proceedings, and claims and the legal obli
gations of the Trust
to indemnify its officers and Trustees and agents with respect thereto
.."
1(b). The Contract is hereby amended by deleting paragraph 4 in its e
ntirety and replacing it with the
following:
"4. The Adviser will not charge a fee for the services rend
ered to each Fund
hereunder."
1(c). The Contract is hereby amended by deleting paragraph 6 in its en
tirety. The remaining paragraphs
shall be re-numbered accordingly.
2. The Amendments set forth herein shall become effective as to th
e Fund as of the date of initial
investment by a portfolio of Federated Managed Pool Series in the Fund.
3. No Other Amendments. Except as expressly amended hereby, the C
ontract shall continue in full
force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this Amendmen
t to be executed in their
names and on their behalf by and through their duly authorized officers
, as of the day and year first above
written.
FEDERATED INVESTMENT COUNSELING
By: /s/ Xxxxxxx X. Xxxxxx, III
Name: Xxxxxxx X. Xxxxxx, III
Title: Vice Chairman
FEDERATED CORE TRUST II, L.P., on behalf
of its portfolio, Emerging Markets Fixed Income
Core Portfolio
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
