SUB-ITEM 77Q1(A)(II): AMENDMENT TO AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Amendment No. 5
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 follows, effective March 31, 2005:
A. Strike subsection y, Series, of
Section 3, Definitions, 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, Capital
Appreciation Core Fund and Market Plus Core Fund
(formerly: Federated Market Plus Fund) and to each series of
Interests established 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 thereunder.
IN WITNESS WHEREOF, the parties named below
have executed this Partnership Agreement as of the
31st day of March, 2005.
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 capacity as such and not as partners:
/s/ Xxxx X. Xxxxxxx /s/ Xxxxxxxx X. Xxxxx, M.D.
Xxxx X. Xxxxxxx Xxxxxxxx X. Xxxxx, M.D.
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx, Xx. /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
Xxxx X. Xxxxxx, Xx. Xxxxxxx X. Xxxxxxxxx, Xx.
/s/ Xxxxxxxx X. Xxxxxxxxxxxx /s/ Xxxx X. Xxxxxx, Xx.
Xxxxxxxx X. Xxxxxxxxxxxx Xxxx X. Xxxxxx, Xx.
/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
(3)