EX-99.LTDPARTAGMT 2 ltdpartagmt.txt EXHIBIT 23(A)(II) UNDER FORM N-1A EXHIBIT 3(I) UNDER ITEM 601/REG. S-K Amendment No. 4 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 February 17, 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 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 17th day of February, 2005. Federated Private Asset Management, Inc., as General Partner By: /s/ John W. McGonigle Name: John W. McGonigle Title: Executive Vice President DIRECTORS of the Partnership, solely in their capacity as such and not as partners: /s/ John F. Donahue /s/ Lawrence D. Ellis, M.D. John F. Donahue Lawrence D. Ellis, M.D. /s/ Thomas G. Bigley /s/ Peter E. Madden Thomas G. Bigley Peter E. Madden /s/ John T. Conroy, Jr. /s/ Charles F. Mansfield, Jr. John T. Conroy, Jr. Charles F. Mansfield, Jr. /s/ Nicholas P. Constantakis /s/ John E. Murray, Jr. Nicholas P. Constantakis John E. Murray, Jr. /s/ John F. Cunningham /s/ Marjorie P. Smuts John F. Cunningham Marjorie P. Smuts /s/ J. Christopher Donahue /s/ John S. Walsh J. Christopher Donahue John S. Walsh 1 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: B. 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/ John W. McGonigle Name: John W. McGonigle Title: Executive Vice President DIRECTORS of the Partnership, solely in their capacity as such and not as partners: /s/ John F. Donahue /s/ Lawrence D. Ellis, M.D. John F. Donahue Lawrence D. Ellis, M.D. /s/ Thomas G. Bigley /s/ Peter E. Madden Thomas G. Bigley Peter E. Madden /s/ John T. Conroy, Jr. /s/ Charles F. Mansfield, Jr. John T. Conroy, Jr. Charles F. Mansfield, Jr. /s/ Nicholas P. Constantakis /s/ John E. Murray, Jr. Nicholas P. Constantakis John E. Murray, Jr. /s/ John F. Cunningham /s/ Marjorie P. Smuts John F. Cunningham Marjorie P. Smuts /s/ J. Christopher Donahue /s/ John S. Walsh J. Christopher Donahue John S. Walsh 2