EX-99.ASA 5 asa.htm

Exhibit 28(h)(8) under Form N-1A

Exhibit 99 under Item 601/Reg. S-K

AMENDED AND RESTATED

AGREEMENT

for

ADMINISTRATIVE SERVICES

This AGREEMENT is made as of September 1, 2012, by FEDERATED CORE TRUST II, L.P. (on behalf of the portfolios listed on Exhibit A hereto), having its principal office and place of business at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086 (the “Investment Company”), and FEDERATED ADMINISTRATIVE SERVICES, INC., a Pennsylvania corporation, having its principal office and place of business at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 (the “Company”). This Agreement amends and restates in its entirety that Agreement for Administrative Services by and between the Investment Company and the Company dated March 1, 2005, as amended, (the “Superseded Agreement”).

WHEREAS, the Investment Company is registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), with authorized and issued shares of capital stock or beneficial interest (“Shares”);

WHEREAS, the Investment Company is a “series company” as defined in Rule 18f-2 under the 1940 Act and, as used in this Agreement, the term “Fund” refers to an individual portfolio of the Investment Company and the term “Funds” refers to all such portfolios, collectively; and

WHEREAS, Shares of each Fund may be subdivided into classes (each a “Class”) as provided in Rule 18f-3 under the 1940 Act;

WHEREAS, the Investment Company wishes to appoint the Company as its administrator to provide it with Administrative Services (as herein defined) and the Company desires to accept such appointment;

WHEREAS, Investment Company and Company are parties to the Superseded Agreement with respect to the subject matter hereof; and

WHEREAS, Investment Company and Company desire to amend the Superseded Agreement by amending and restating the same in its entirety on the terms set forth herein;

NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

Article 1. Appointment.

The Investment Company hereby appoints the Company as Administrator for the period on the terms and conditions set forth in this Agreement. The Company hereby accepts such appointment and agrees to furnish the services set forth in Article 2 of this Agreement in return for the compensation set forth in Article 4 of this Agreement.

Article 2. The Company’s Duties.

As Administrator, and subject to the supervision and control of the Investment Company’s Board of Trustees (the “Board”), the Company will provide facilities, equipment, and personnel to carry out the following “Administrative Services” for operation of the business and affairs of the Investment Company and each of its Funds as applicable and any additional Administrative Services that Company shall agree in writing to perform for the Investment Company from time to time:

prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the charter documents, the by-laws and minutes of meetings of the Board, Board Committees and Shareholders;

prepare and file with the Securities and Exchange Commission (the “SEC”) and the appropriate state securities authorities: (i) the registration statements for the Investment Company and the Investment Company's Shares and all amendments thereto, (ii) shareholder reports and other applicable regulatory reports and communications, which may include but not be limited to, reports on Form N-CSR, Form N-PX, Form N-Q, Form N-SAR, annual and semi-annual reports to shareholders (iv) proxy materials; (v) notices pursuant to Rule 24f-2; and (vi) such other documents all as may be necessary to enable the Investment Company to continuously offer its shares;

prepare and administer contracts on behalf of the Investment Company and supervise relationships with, among others, the Investment Company's investment advisers, sub-advisers, fund accountants, custodians, transfer agents and distributors, subject to any terms and conditions established by the Board and the requirements of the 1940 Act;

negotiate and secure for the Investment Company and its directors and officers: (i) a fidelity bond in an amount that is at least adequate to satisfy the requirements of the 1940 Act, (ii) directors and officer’s coverage and (iii) professional liability or errors and omissions coverage, in each case, under terms that are acceptable to the Board;

prepare and file the Investment Company's tax returns;

coordinate the layout, printing and electronic delivery of publicly disseminated prospectuses and shareholder reports, make recommendations to improve their effectiveness or reduce expenses;

perform internal audit examinations in accordance with a charter adopted by the Investment Company;

monitor enterprise level risks associated with the services provided herein in accordance with a charter adopted by Investment Company;

develop and recommend changes in the investment strategy and operation of the Investment Company, that may be in the interest of its Shareholders;

provide individuals reasonably acceptable to the Board for nomination, appointment, or election as the following officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as specified in the Investment Company's charter documents and by-laws, subject to direction by the Investment Company’s Board: (i) the president and principal executive officer, (ii) the treasurer and principal financial and accounting officer; (iii) the secretary, and (iv) such other officers as are mutually agreeable;

subject to the Board’s direction, coordinate meetings of the Board (and its committees), including: (i) the creation of notices, agendas, legal memoranda and administrative reports, and (ii) the review and compilation of other materials prepared by the Investment Company’s adviser, distributor, portfolio accountant, custodian, transfer agent, auditor, independent counsel or other service providers to support the Board’s discussions and actions taken;

evaluate and obtain custody services from a financial institution that meets the requirements of the 1940 Act;

monitor trading activity to help identify market timers and recommend policies to deter market timing;

review potential intermediary clients and existing intermediary clients as appropriate to determine/monitor the client’s ability to adhere to the terms of any servicing agreement between the client and Investment Company;

review and recommend changes to the transfer agent’s policies and procedures to mitigate fraud, enhance Shareholder services or reduce expenses and support and monitor the transfer agent’s cost-basis reporting obligations;

review and recommend changes to policies and procedures designed to reduce Fund expenses;

monitor changes in applicable regulations and make corresponding changes in, or develop new, policies and procedures for the Fund or for the applicable service provider;

compare, as applicable, the fund accountant’s calculation of the Investment Company’s net asset value, yield, average maturity, dividends, fund total return and performance and total assets with the fund accountant’s previous calculations and with changes in the relevant securities market on a daily basis for reasonableness of changes;

evaluate and recommend the pricing services used by the Investment Company; participate in the fair valuation of portfolio securities as required by the Investment Company’s fair valuation procedures; review and recommend changes to the Investment Company’s fair valuation procedures;

compare the fund accountant’s calculations of the Investment Company’s distribution pool balances with the fund accountant’s previous calculations for reasonableness of changes;

perform weekly and month-end comparison, as applicable, of the fund accountant’s amortized cost monitor with the previous amortized cost monitor for reasonableness of changes to the net asset value calculation; notify designated parties, as necessary, of deviations in compliance with the Investment Company’s Rule 2a-7 procedures, if any;

perform monthly comparison of the fund accountant’s performance calculations and projected annual fund expenses with previous calculations and projections for reasonableness of changes;

review fund expense reports prepared by the fund accountant;

compare the fund accountant’s calculation of dividend and capital gains recommendations with previous recommendations for reasonableness of changes; consult with portfolio managers concerning fixed dividend recommendations;

review the fund accountant’s calculation of year-end shareholder tax reports (AUM income calculation, state income percentages and government income percentages);

monitor the Investment Company’s status as a regulated investment company under the Internal Revenue Code of 1986, as amended (“IRC”);

AA.

provide office space, telephone, office equipment and supplies for the Investment Company;

BB.

respond to all inquiries or other communications from Shareholders and other parties or, if the inquiry is more properly responded to by another of the Investment Company’s service providers, referring the individual making the inquiry to the appropriate person;

CC.

perform the following “blue sky” services, either itself or through one or more affiliated or unaffiliated service providers: (1) provide a system to monitor the total number of Shares of the Investment Company (and/or Class) sold in each State, (2) monitor the total number of Shares of such Investment Company (and/or Class) sold in each State and, where appropriate, increase the number of Shares registered in such State, (3) with respect to shareholders of the Investment Company whose shareholdings are fully-disclosed on the transfer agent’s recordkeeping system, (a) identify those transactions and assets to be treated as exempt from blue sky reporting for each State and (ii) verify the classification of transactions for each State on the transfer agent’s recordkeeping system, and (4) with respect to shareholders of the Investment Company whose shareholdings are not fully-disclosed on the transfer agent’s recordkeeping system, rely upon information provided by the relevant financial intermediary transacting for such holder of Shares in performing the obligations set forth in subsection (BB) above;

DD.

provide compliance services, as directed by the Investment Company’s Chief Compliance Officer, which include monitoring the Investment Company’s compliance with its policies and procedures, and with applicable federal, state and foreign securities laws, and the rules and regulations thereunder, as applicable;

EE.

administer the Investment Company’s code of ethics;

FF.

monitor the Investment Company’s compliance with its investment policies, objectives, and restrictions as set forth in its currently effective registration statement;

GG.

implement and maintain, together with affiliated companies, a business continuation and disaster recovery program for the Investment Company; and

HH.

assist the Investment Company in regulatory examinations, inspections or investigations of the Investment Company.

The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company shall hereinafter be referred to as "Administrative Services."

Article 3. Records.

The Company shall create and maintain all necessary books and records in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act, pertaining to the Administrative Services performed by it and not otherwise created and maintained by another party pursuant to contract with the Investment Company. Where applicable, such records shall be maintained by the Company for the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining to the Investment Company which are in the possession of the Company shall be the property of the Investment Company. The Investment Company, or the Investment Company's authorized representatives, shall have access to such books and records at all times during the Company's normal business hours. Upon the reasonable request of the Investment Company, copies of any such books and records shall be provided promptly by the Company to the Investment Company or the Investment Company's authorized representatives.

Article 4. Compensation and Expenses.

No Administrative Services Fee will be charged by the Company for the Administrative Services provided herein.

The Company shall be responsible for expenses incurred in providing office space, equipment, and personnel as may be necessary or convenient to provide the Administrative Services to the Investment Company, including the compensation of the Company employees who serve as trustees or directors or officers of the Investment Company. Each Fund shall be solely responsible for all other fees, costs or expenses of any kind reasonably incurred by the Company on its behalf pursuant to this Agreement and not expressly assumed by the Company under this Agreement, including without limitation postage and courier expenses, printing expenses, travel expenses, registration fees, filing fees, taxes, expenses for equipment, supplies and technology specially ordered by or for the Investment Company, fees of outside counsel (other than counsel sub-contracted with by the Company to perform services under this Agreement) and independent auditors, or other professional services, organizational expenses, insurance premiums, fees payable to persons who are not the Company’s employees, trade association dues, and other expenses properly payable by the Funds (“Out of Pocket Expenses”) provided that, any Out of Pocket Expenses incurred by FAS that are payable to or by an affiliate of FAS will not be duplicative of services to be provided by those affiliates under any other agreement with the Funds.

Out of Pocket Expenses attributable to each Fund shall be accrued by such Fund and paid to the Company no less frequently than monthly, and shall be paid daily upon request of the Company. The Company will maintain detailed information about the compensation and Out of Pocket Expenses paid by each Fund.

Article 5. Standard of Care and Indemnification.

The Company shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. Any person, even though also an officer, director, trustee, partner, employee or agent of the Company, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of the Company hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company, even though paid by the Company.

The Company shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards.

The Company shall not be responsible for and the Investment Company or Fund shall indemnify and hold the Company, including its officers, directors, shareholders and their agents, employees and affiliates, harmless against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to:

(1)

The acts or omissions of any custodian, adviser, sub-adviser, fund accountant, distributor, transfer agent or other party contracted by or approved by the Investment Company or Fund.

(2)

The reliance on or use by the Company or its agents or subcontractors of information, records and documents in proper form which:

(a)

are received by the Company or its agents or subcontractors from any adviser, sub-adviser, fund accountant, distributor, transfer agent or other third party contracted by or approved by the Investment Company or Fund for use in the performance of services under this Agreement; or

(b)

have been prepared and/or maintained by the Investment Company or its affiliates or any other person or firm on behalf of the Investment Company.

(3)

The reliance on, or the carrying out by the Company or its agents or subcontractors of a Proper Instruction of the Investment Company or the Fund.

“Proper Instruction” means a writing signed or initialed by one or more person or persons as the Board shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions will be deemed to be Proper Instructions if (a) the Company reasonably believes them to have been given by a person previously authorized in Proper Instructions to give such instructions with respect to the transaction involved, and (b) the Investment Company, or the Fund, and the Company promptly cause such oral instructions to be confirmed in writing. Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that the Investment Company, or the Fund, and the Company are satisfied that such procedures afford adequate safeguards for the Fund's assets. Proper Instructions may only be amended in writing.

(4)

The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state.

(5)

Any untrue statement or alleged untrue statement of a material fact contained in the Investment Company’s registration statement, any prospectus or statement of additional information (“SAI”) (as from time to time amended or supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Investment Company about the Company by or on behalf of the Company expressly for the use in the registration statement, any prospectus or SAI, or any amendment or supplement thereof.

Provided, however, that the Company shall not be protected by this Article 5.C. from liability for any act or omission resulting from the Company's willful misfeasance, bad faith, gross negligence in the performance of or reckless disregard of its duties under this Agreement.

At any time the Company may apply to any officer of the Investment Company or Fund for instructions, and may consult with legal counsel or the Investment Company’s independent accountants with respect to any matter arising in connection with the services to be performed by the Company under this Agreement, and the Company and its agents or subcontractors shall not be liable and shall be indemnified by the Investment Company or the appropriate Fund for any action reasonably taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel or independent accountant provided such action is not in violation of applicable federal or state laws or regulations.

The Investment Company or Fund shall not be responsible for and the Company shall indemnify and hold the Investment Company or Fund harmless against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to the Company’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or reckless disregard by it of its duties under this Agreement.

In order that the indemnification provisions contained in this Article 5 shall apply, upon the assertion of a claim for which any party may be required to indemnify another, the party seeking indemnification (the “Claimant”), shall promptly notify the indemnifying party (the “Indemnifier”) of such assertion. It is further understood that each party will use all reasonable care to identify and notify the Indemnifier promptly concerning any situation that presents or appears likely to present the probability of such a claim for indemnification against the Indemnifier, provided that the failure to give notice as required by this paragraph 5.F. in a timely fashion shall not result in a waiver of any right to indemnification hereunder unless the Indemnifier is prejudiced thereby and then only to the extent of such prejudice. The Claimant shall permit the Indemnifier to assume the defense of any such claim or any litigation resulting from it, provided that Indemnifier’s counsel that is conducting the defense of such claim or litigation shall be approved by the Claimant (which approval shall not be unreasonably withheld), and that the Claimant may participate in such defense at its expense.

The Indemnifier, in the defense of any such claim or litigation, shall not, without the consent of the Claimant, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the alleging party or plaintiff to the Claimant of a release from all liability in respect to such claim or litigation.

Article 6. Sub-contractors and Assignment.

This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

The Company may without further consent on the part of the Investment Company subcontract for the performance of Administrative Services with a sub-contractor selected by the Company. The Company shall be as fully responsible to the Investment Company for the acts and omissions of any subcontractor as it is for its own acts and omissions.

The Company shall upon instruction from the Investment Company subcontract for the performance of services under this Agreement with an agent selected by the Investment Company, other than as described in 6.B. above, provided, however, that the Company shall in no way be responsible to the Investment Company for the acts and omissions of the agent.

The Company may, without further consent on the part of the Investment Company, assign its rights and obligations under this Agreement to any entity ultimately controlled by Federated Investors, Inc.

Except as provided in Paragraph 6.D., the Company may not assign its rights and obligations under this Agreement, whether directly or by operation of law, without the prior written consent of the Investment Company, which consent may not be unreasonably withheld.

Article 7. Representations and Warranties.

The Company represents and warrants to the Investment Company that:

(1)

It is a corporation duly organized and existing and in good standing under the laws of the Commonwealth of Pennsylvania;

(2)

It is duly qualified to carry on its business in each jurisdiction where the nature of its business requires such qualification, and in the Commonwealth of Pennsylvania;

(3)

It is empowered under applicable laws and by its Articles of Incorporation and by-laws to enter into and perform this Agreement; and

(4)

All requisite corporate proceedings have been taken to authorize it to enter into and perform its obligations under this Agreement.

Article 8. Term and Termination of Agreement.

This Agreement shall be effective from the date set forth above and shall continue indefinitely with respect to each Fund until terminated as follows:

(1)

The Agreement may be terminated by the Company at any time, without payment of any penalty, upon (18) eighteen months’ written notice to the Investment Company; and

(2)

The Agreement may be terminated by the Investment Company at any time, without payment of any penalty, upon eighteen (18) months’ written notice to the Company; however, in the event of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties by the Company, the Investment Company may terminate the Agreement upon 60 days’ written notice to the Company, provided that the Company has not cured such willful misfeasance, bad faith, gross negligence or reckless disregard of its duties within the 60 day period of such notice of termination.

The termination of this Agreement with respect to any Fund shall not result in the termination of this Agreement with respect to any other Fund. Investment Company, shall upon termination ensure payment of all outstanding fees and Out of Pocket Expenses, to the Company.

C. Articles 5 and 18, 19 and 20 shall survive the termination of this Agreement.

Article 9. Amendment.

This Agreement may be amended or modified only by a written agreement executed by both parties.

Article 10. Interpretive and Additional Provisions.

In connection with the operation of this Agreement, the Company and the Investment Company may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of any charter document.

Article 11. Governing Law.

This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflicts or choice of laws rule or provision that would result in the application of the domestic substantive laws of any other jurisdiction.

Article 12. Notices.

Except as otherwise specifically provided herein, notices and other writings delivered or mailed postage prepaid to the Investment Company at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086, or to the Company at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to such other address as the Investment Company or the Company may hereafter specify, shall be deemed to have been properly delivered or given hereunder to the respective address.

Article 13. Counterparts.

This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original.

Article 14. Merger of Agreement.

This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject hereof whether oral or written.

Article 15. Successor Administrator.

If a successor Administrator for the Investment Company shall be appointed by the Investment Company, the Company shall upon termination of this Agreement deliver to such successor Administrator at the office of the Company all properties of the Investment Company held by it hereunder. If no such successor Administrator shall be appointed, the Company shall at its office upon receipt of Proper Instructions deliver such properties in accordance with such instructions.

Each Fund will bear all out-of-pocket expenses arising from the transition of Administrative Services to a successor Administrator, including without limitation the expenses of moving or transmitting materials to the successor Administrator.

Article 16. Force Majeure.

If either party is unable to carry out any of its obligations under this Agreement because of conditions beyond its reasonable control, including, but not limited to, acts of war or terrorism, work stoppages, fire, civil disobedience, delays associated with hardware malfunction or availability, riots, rebellions, storms, electrical failures, acts of God, and similar occurrences (“Force Majeure”), this Agreement will remain in effect and the non-performing party’s obligations shall be suspended without liability for a period equal to the period of the continuing Force Majeure (which such period shall not exceed fifteen (15) business days), provided that:

(1)

the non-performing party gives the other party prompt notice describing the Force Majeure, including the nature of the occurrence and its expected duration and, where reasonably practicable, continues to furnish regular reports with respect thereto during the period of Force Majeure;

(2)

the suspension of obligations is of no greater scope and of no longer duration than is required by the Force Majeure;

(3)

no obligations of either party that accrued before the Force Majeure are excused as a result of the Force Majeure; and

(4)

the non-performing Party uses reasonable efforts to remedy its inability to perform as quickly as possible.

Article 17. Severability.

In the event any provision of this Agreement is held illegal, void or unenforceable, the balance shall remain in effect.

Article 18. Limitations of Liability of the Board and Shareholders of the Investment Company.

The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.

Article 19. Limitations of Liability of Directors and Shareholders of the Company.

The execution and delivery of this Agreement have been authorized by the Directors of the Company and signed by an authorized officer of the Company, acting as such, and neither such authorization by such Directors nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Directors or Shareholders of the Company, but bind only the property of the Company, as provided in the Company’s Articles of Incorporation.

Article 20. Confidentiality and Privacy.

The Investment Company may disclose shareholder/customer non-public information (“ NPI”) to the Company as agent of the Investment Company and solely in furtherance of fulfilling the Company’s contractual obligations under this Agreement in the ordinary course of business to support the Investment Company and its shareholders.

The Company hereby agrees to be bound to use and redisclose such NPI (i) for the limited purpose of fulfilling its duties and obligations under this Agreement; (ii) as permitted under Regulation S-P; and (iii) as required by any applicable federal or state law or regulation or request of or by any governmental or regulatory authority or self-regulatory organization having jurisdiction over the Company or the Investment Company.

The Company represents and warrants that it has implemented, and will continue to carry out for the term of this Agreement, policies and procedures in compliance with all applicable laws and regulations regarding the privacy of shareholder information which are reasonably designed to:

(1)

insure the security and confidentiality of records and NPI of Investment Company shareholders/customers, including, but not limited to, encrypting such information as required by applicable federal and state laws or regulations;

(2)

protect against any anticipated threats or hazards to the security or integrity of Investment Company customer records and NPI; and

(3)

protect against unauthorized access to or use of such Investment Company customer records or NPI that could result in substantial harm or inconvenience to any Investment Company customer.

Article 21. Further Assurance.

Each party agrees to promptly sign all documents and take any additional actions reasonably requested by the other to accomplish the purposes of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers, as of the day and year first above written.

FEDERATED CORE TRUST II, L.P.

(on behalf of the Portfolios listed on

Exhibit A hereto)

By: /s/ J. Christopher Donahue

Name: J. Christopher Donahue

Title: President

FEDERATED ADMINISTRATIVE

SERVICES, INC.

By: /s/ Peter J. Germain

Name: Peter J. Germain

Title: President

EXHIBIT A

AGREEMENT FOR ADMINISTRATIVE SERVICES

FEDERATED CORE TRUST II, L.P.

Emerging Markets Fixed Income Core Fund