United States Securities and Exchange Commission Washington, D.C. 20549 Form N-CSR Certified Shareholder Report of Registered Management Investment Companies 811-10625 (Investment Company Act File Number) Federated Core Trust II, L.P. _______________________________________________________________ (Exact Name of Registrant as Specified in Charter) Federated Investors Funds 5800 Corporate Drive Pittsburgh, Pennsylvania 15237-7000 (412) 288-1900 (Registrant's Telephone Number) John W. McGonigle, Esquire Federated Investors Tower 1001 Liberty Avenue Pittsburgh, Pennsylvania 15222-3779 (Name and Address of Agent for Service) (Notices should be sent to the Agent for Service) Date of Fiscal Year End: 11/30/04 Date of Reporting Period: Six months ended 5/31/04 Item 1. Reports to Stockholders EMERGING MARKETS FIXED INCOME CORE FUND PORTFOLIO OF INVESTMENTS May 31, 2004 (unaudited) Principal Value in Amount U.S. Dollars - ------------------------------------------------------------------------------ Corporate Bonds--22.3% Banking--1.0% $ 1,000,000 Banco Mercantil Norte CI, Series 144A, 5.875%, 2/17/2014 $ 970,160 Brewing--1.8% 1,700,000 Bavaria, Series 144A, 8.875%, 11/1/2010 1,721,250 Broadcast Radio & TV--2.0% 1,900,000 Grupo Televisa SA, Sr. Note, 8.500%, 3/11/2032 1,935,625 Cable & Wireless Television--0.8% 360,000 Innova S De R.L., 9.375%, 9/19/2013 373,500 398,933 Innova S De R.L., Sr. Note, 12.875%, 4/1/2007 400,928 Total 774,428 Container & Glass Products--2.1% 600,000 Vicap SA, Sr. Note, Series EXCH, 11.375%, 5/15/2007 597,000 1,600,000 Vitro SA, Note, Series 144A, 11.750%, 11/1/2013 1,464,000 Total 2,061,000 Oil & Gas--8.6% 1,500,000 Gaz Capital SA, Note, Series 144A, 8.625%, 4/28/2034 1,481,250 1,440,000 Gazprom, Note, Series 144A, 9.625%, 3/1/2013 1,484,496 2,500,000 Pemex Project Funding Master, Company Guarantee, 7.375%, 12/15/2014 2,537,500 1,000,000 Petronas Capital Ltd., Series REGS, 7.875%, 5/22/2022 1,100,600 2,200,000 1Petrozuata Finance Inc., Company Guarantee, Series 144A, 8.220%, 4/1/2017 1,859,000 Total 8,462,846 Paper Products--0.6% 600,000 2Corporacion Durango SA De CV, Sr. Note, 13.125%, 8/1/2006 319,500 500,000 2Corporacion Durango SA De CV, Sr. Note, Series 144A, 13.750%, 7/15/2009 266,250 Total 585,750 Steel--1.3% 1,500,000 1CSN Islands VIII Corp., Company Guarantee, Series 144A, 9.750%, 12/16/2013 1,256,250 Telecommunications & Cellular--2.4% 1,000,000 Mobile Telesystems, Series 144A, 8.375%, 10/14/2010 946,400 1,300,000 Philippine Long Distance Telephone Co., Sr. Unsub., 11.375%, 5/15/2012 1,410,500 Total 2,356,900 Utilities--1.7% 1,700,000 CIA Saneamento Basico, Note, Series 144A, 12.000%, 6/20/2008 1,678,750 Total Corporate Bonds (identified cost 21,802,959 $22,404,804) Governments/Agencies--70.0% Government Agency--0.7% 600,000 Banque Centrale de Tunisie, Unsub., 7.375%, 4/25/2012 643,500 Sovereign--69.3% 3,300,000 Brazil, Government of, 14.500%, 10/15/2009 3,753,750 3,987,418 Brazil, Government of, C Bond, 8.000%, 4/15/2014 3,551,194 3,400,000 Brazil, Government of, Note, 12.000%, 4/15/2010 3,536,000 1,100,000 Brazil, Government of, Unsub., 11.00%, 8/17/2040 991,100 1,100,000 1Bulgaria, Government of, Bond, 8.25%, 1/15/2015 1,237,500 1,780,000 Colombia, Government of, 10.00%, 1/23/2012 1,793,350 1,000,000 Colombia, Government of, 10.75%, 1/15/2013 1,040,000 900,000 El Salvador, Government of, Bond, 8.25%, 4/10/2032 832,500 900,000 1Guatemala, Government of, Note, 9.25%, 8/1/2013 918,000 3,600,000 Mexico, Government of, Bond, 8.00%, 9/24/2022 3,766,500 1,500,000 Mexico, Government of, Bond, 8.30%, 8/15/2031 1,586,625 2,000,000 Mexico, Government of, Bond, 11.50%, 5/15/2026 2,792,500 1,400,000 Mexico, Government of, Note, 7.50%, 1/14/2012 1,524,600 3,650,000 Mexico, Government of, Note, 8.375%, 1/14/2011 4,170,125 2,400,000 Mexico, Government of, Note, 9.875%, 2/1/2010 2,919,000 670,000 Panama, Government of, Bond, 9.375%, 1/16/2023 673,350 1,880,000 Peru, Government of, Note, 9.875%, 2/6/2015 1,908,200 1,000,000 Philippines, Government of, 9.375%, 1/18/2017 1,017,700 750,000 Philippines, Government of, 9.875%, 1/15/2019 746,475 1,200,000 Philippines, Government of, Note, 8.25%, 1/15/2014 1,137,600 1,225,000 Philippines, Government of, Note, 10.625%, 3/16/2025 1,262,240 3,950,000 Russia, Government of, 8.25%, 3/31/2010 4,272,123 2,900,000 Russia, Government of, 10.00%, 6/26/2007 3,287,585 7,000,000 1Russia, Government of, Unsub., 5.00%, 3/31/2030 6,373,150 1,000,000 Russia, Government of, Unsub., 12.75%, 6/24/2028 1,456,000 1,050,000 Turkey, Government of, 9.50%, 1/15/2014 1,050,000 1,810,000 Turkey, Government of, 11.00%, 1/14/2013 1,950,275 1,450,000 Turkey, Government of, Sr. Unsub., 12.375%, 6/15/2009 1,634,875 1,288,023 Ukraine, Government of, Sr. Note, 11.00%, 3/15/2007 1,402,464 3,500,000 Venezuela, Government of, 10.75%, 9/19/2013 3,403,750 1,150,000 Venezuela, Government of, Bond, 9.25%, 9/15/2027 974,625 850,000 Venezuela, Government of, Par Bond, 6.75%, 3/31/2020 739,500 Total 67,702,656 Total Governments/Agencies 68,346,156 (identified cost $67,836,264) Repurchase Agreement--4.0% 3,937,000 Interest in $1,500,000,000 joint repurchase agreement with Banc of America Securities LLC, 1.05%, dated 5/28/2004, to be repurchased at $3,937,459 on 6/1/2004, collateralized by U.S. Government Agency Obligations with various maturities to 10/1/2033, collateral market value $1,530,039,205 (at amortized cost) 3,937,000 Total Investments--96.3% 94,086,115 (identified cost $94,178,068)3 other assets and liabilities--net--3.7% 3,627,547 total net assets--100% $97,713,662 - ------------------------------------------------------------------------------- 1 Denotes a restricted security which is subject to restrictions on resale under federal securities laws. These securities have been deemed liquid based upon criteria approved by the Fund's Board of Directors. At May 31, 2004, these securities amounted to $11,643,900 which represents 11.9% of net assets. 2 Non-income producing security. 3 The cost of investments for federal tax purposes amounts to $94,419,137. Note: The categories of investments are shown as a percentage of total net assets at May 31, 2004. See Notes which are an integral part of the Financial Statements EMERGING MARKETS FIXED INCOME CORE FUND STATEMENT OF ASSETS AND LIABILITIES May 31, 2004 (unaudited) <table> <caption> <s> <c> <c> Assets: Total investments in securities, at value (identified cost $94,178,068) $ 94,086,115 Cash 552 Income receivable 1,952,376 Receivable for investments sold 2,811,834 TOTAL ASSETS 98,850,877 Liabilities: Payable for investments purchased $ 1,106,968 Payable for transfer and dividend disbursing agent fees and expenses - ------------------------------------------- (Note 5) 2,375 Payable for Director's/Trustee's fees 687 Accrued expenses 27,185 TOTAL LIABILITIES 1,137,215 Net assets for 6,956,728 shares outstanding 97,713,662 Net Assets Consist of: Paid in capital 66,879,678 Net unrealized depreciation of investments (91,953) Accumulated net realized gain on investments 11,116,437 Undistributed net investment income 19,809,500 TOTAL NET ASSETS 97,713,662 Net Asset Value, Offering Price and Redemption Proceeds Per Share $97,713,662 / 6,956,728 shares outstanding $14.05 - --------------------------------------------------------------------------------- See Notes which are an integral part of the Financial Statements STATEMENT OF OPERATIONS Six Months Ended May 31, 2004 (unaudited) Investment Income: Interest $ 4,566,753 Expenses: Administrative personnel and services fee (Note 5) $ 41,819 Custodian fees 20,397 Transfer and dividend disbursing agent fees and expenses (Note 5) 7,797 Directors'/Trustees' fees 4,808 Auditing fees 8,519 Legal fees 3,345 Portfolio accounting fees (Note 5) 35,829 Insurance premiums 3,935 Miscellaneous 1,250 TOTAL EXPENSES 127,699 Waiver and Reimbursement (Note 5): Waiver of administrative personnel and services fee $ (41,819) Reimbursement of other operating expenses (55,044) TOTAL WAIVER AND REIMBURSEMENT (96,863) Net expenses 30,836 Net investment income 4,535,917 Realized and Unrealized Gain (Loss) on Investments: Net realized gain on investments 3,602,347 Net change in unrealized appreciation of investments (11,139,747) Net realized and unrealized loss on investments (7,537,400) Change in net assets resulting from operations $ (3,001,483) </table> See Notes which are an integral part of the Financial Statements - ------------------------------------------------------------------------------ EMERGING MARKETS FIXED INCOME CORE FUND STATEMENT OF CHANGES IN NET ASSETS Six Months Ended (unaudited) Year Ended 5/31/2004 11/30/2003 Increase (Decrease) in Net Assets Operations: Net investment income $ 4,535,917 $ 9,186,509 Net realized gain on investments 3,602,347 5,253,640 Net change in unrealized appreciation/depreciation of investments (11,139,747) 11,721,465 CHANGE IN NET ASSETS RESULTING FROM OPERATIONS (3,001,483) 26,161,614 Share Transactions: Proceeds from sale of shares 6,212,000 67,180,000 Cost of shares redeemed (36,553,000) (42,800,000) CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS (30,341,000) 24,380,000 Change in net assets (33,342,483) 50,541,614 Net Assets: Beginning of period 131,056,145 80,514,531 End of period (including undistributed net investment income of $19,809,500 and $15,273,583, respectively) $ 97,713,662 $ 131,056,145 ============================================================================== See Notes which are an integral part of the Financial Statements EMERGING MARKETS FIXED INCOME CORE FUND FINANCIAL HIGHLIGHTS (For a Share Outstanding Throughout Each Period) Six Months Ended Year Period (unaudited) Ended Ended 5/31/2004 11/30/2003 11/30/2002 1 Net Asset Value, Beginning of Period $14.39 $10.98 $10.00 Income From Investment Operations: Net investment income 1.17 0.85 0.83 2 Net realized and unrealized gain (loss) on (1.51) 2.56 0.15 2 investments TOTAL FROM INVESTMENT OPERATIONS (0.34) 3.41 0.98 Net Asset Value, End of Period $14.05 $14.39 $10.98 Total Return3 (2.36)% 31.06% 9.80% Ratios to Average Net Assets: Expenses 0.05 %4 0.05% 0.05% 4 Net investment income 8.08 %4 8.85% 10.58 2,4 Expense waiver/reimbursement5 0.17 %4 0.23% 0.42% 4 Supplemental Data: Net assets, end of period (000 omitted) $97,714 $131,056 $80,515 Portfolio turnover 22% 97% 178% 1 Reflects operations for the period from January 14, 2002 (date of initial investment) to November 30, 2002. 2 Effective January 14, 2002, the Fund adopted the provisions of the American Institute of Certified Public Accountants ("AICPA") Audit and Accounting Guide for Investment Companies and began accreting discount/amortizing premium on long-term debt securities. The effect of this change for the period ended November 30, 2002 was to increase net investment income per share by $0.01, decrease net realized and unrealized gain/loss per share by $0.01, and increase the ratio of net investment income to average net assets from 10.39% to 10.58%. 3 Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. 4 Computed on an annualized basis. 5 This voluntary expense decrease is reflected in both the expense and the net investment income ratios shown above. See Notes which are an integral part of the Financial Statements EMERGING MARKETS FIXED INCOME CORE FUND NOTES TO FINANCIAL STATEMENTS May 31, 2004 (unaudited) 1. ORGANIZATION Emerging Markets Fixed Income Core Fund (the "Fund") is a non-diversified portfolio of Federated Core Trust II, L.P. (the "Trust"). The Trust is registered under the Investment Company Act of 1940, as amended (the "Act"). The Trust is a limited partnership that was established under the laws of the State of Delaware on November 13, 2000 and offered only to registered investment companies and other accredited investors. The Trust consists of two portfolios. The financial statements included herein are only those of the Fund. The Fund's primary investment objective is to achieve total return on assets. Its secondary investment objective is to achieve a high level of income. The Fund pursues these objectives by investing in an unhedged portfolio of foreign, high-yield, fixed income securities. Currently, the Fund is only available for purchase by other Federated funds and their affiliates. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles ("GAAP") in the United States of America. Investment Valuation Domestic and foreign equity securities are valued at the last sale price or official closing price reported in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available. If unavailable, the security is generally valued at the mean between the last closing bid and asked prices. With respect to valuation of foreign securities, trading in foreign cities may be completed at times which vary from the closing of the New York Stock Exchange ("NYSE"). Therefore, foreign securities are valued at the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at the foreign exchange rate in effect at 4:00 p.m., Eastern Time, on the day the value of the foreign security is determined. Fixed income, listed corporate bonds, unlisted securities and private placement securities are generally valued at the mean of the latest bid and asked price as furnished by an independent pricing service. Short-term securities are valued at the prices provided by an independent pricing service. However, short-term securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, which approximates fair market value. Investments in other open-end regulated investment companies are valued at net asset value. Securities for which no quotations are readily available, or whose values have been affected by a significant event occuring between the close of their primary markets and the closing of the NYSE, are valued at fair value as determined in accordance with procedures established by and under general supervision of the Board of Directors (the "Directors"). Repurchase Agreements It is the policy of the Fund to require the custodian bank to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral under repurchase agreement transactions. Additionally, procedures have been established by the Fund to monitor, on a daily basis, the market value of each repurchase agreement's collateral to ensure that the value of the collateral at least equals the repurchase price to be paid under the repurchase agreement. The Fund will only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are deemed by the Fund's adviser to be creditworthy pursuant to the guidelines and/or standards reviewed or established by the Directors. Risks may arise from the potential inability of counterparties to honor the terms of the repurchase agreement. Accordingly, the Fund could receive less than the repurchase price on the sale of collateral securities. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into one or more repurchase agreements. Investment Income, Expenses, Distributions and Tax Interest income and expenses are accrued daily. All net income and gain/loss (realized and unrealized) will be allocated daily to the shareholders based on their capital contraibutions to the Fund. The Fund does not currently intend to declare and pay distributions. Premium and Discount Amortization All premiums and discounts on fixed income securities are amortized/accreted for financial statement purposes. Federal Taxes As a partnership, the Fund is not subject to U.S. federal income tax. Instead, each investor reports separately on its own federal income tax return its allocated portion of the Fund's income, gains, losses, deductions and credits (including foreign tax credits for creditable foreign taxes imposed on the Fund). When-Issued and Delayed Delivery Transactions The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract. Foreign Exchange Contracts The Fund may enter into foreign currency commitments for the delayed delivery of securities or foreign currency exchange transactions. The Fund may enter into foreign currency contract transactions to protect assets against adverse changes in foreign currency exchange rates or exchange control regulations. Purchased contracts are used to acquire exposure to foreign currencies; whereas, contracts to sell are used to hedge the Fund's securities against currency fluctuations. Risks may arise upon entering these transactions from the potential inability of counterparties to meet the terms of their commitments and from unanticipated movements in security prices or foreign exchange rates. The foreign currency transactions are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded for financial statement purposes as unrealized until the settlement date. At May 31, 2004, the Fund had no outstanding foreign currency commitments. Foreign Currency Translation The accounting records of the Fund are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies ("FC") are translated into U.S. dollars based on the rate of exchange of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expenses are translated at the rate of exchange quoted on the respective date that such transactions are recorded. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Reported net realized foreign exchange gains or losses arise from sales of portfolio securities, sales and maturities of short-term securities, sales of FCs, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund's books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in the exchange rate. Restricted Securities Restricted securities are securities that may only be resold upon registration under federal securities laws or in transactions exempt from such registration. In some cases, the issuer of restricted securities has agreed to register such securities for resale, at the issuer's expense either upon demand by the Fund or in connection with another registered offering of the securities. Many restricted securities may be resold in the secondary market in transactions exempt from registration. Such restricted securities may be determined to be liquid under criteria established by the Directors. The Fund will not incur any registration costs upon such resales. The Fund's restricted securities are valued at the price provided by dealers in the secondary market or, if no market prices are available, at the fair value as determined in accordance with procedures established by and under the general supervision of the Directors. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated. Other Investment transactions are accounted for on a trade date basis. 3. Contributions/withdrawals Transactions in shares were as follows: Six Months Ended (unaudited) Year Ended 5/31/2004 11/30/2003 Proceeds from contributions 415,198 5,035,032 Fair value of withdrawals (2,565,318) (3,257,885) total change resulting from (2,150,120) 1,777,147 contributions/withdrawals 4. FEDERAL TAX INFORMATION At May 31, 2004 the cost of investments for federal tax purposes was $94,419,137. The net unrealized depreciation of investments for federal tax purposes was $333,022. This consists of net unrealized apreciation from investments for those securities having an excess of value over cost of $2,541,795 and net unrealized depreciation from investments for those securities having an excess of cost over value of $2,874,817. 5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES Investment Adviser Fee Federated Investment Counseling ("FIC"), is the Fund's investment adviser (the "Adviser"), subject to the direction of the Directors. Prior to January 1, 2004, the Fund's investment adviser was Federated Global Investment Management Corp., ("FGIMC"). The Adviser provides investment adviser services at no fee. FIC and FGIMC may voluntarily choose to reimburse certain operating expenses of the Fund. FIC and FGIMC can modify or terminate this reimbursement at any time at their sole discretion. Administrative Fee Federated Administrative Services, Inc. ("FASI"), a subsidiary of Federated Investors, Inc., provides administrative personnel and services (including certain legal and financial reporting services) necessary to operate the Fund. FASI provides these services at an annual rate that ranges from 0.150% to 0.075% of the average aggregate net assets of all funds advised by affiliates of Federated Investors, Inc. FASI may voluntarily choose to waive any portion of its fee. FASI may terminate this voluntary waiver at any time at its sole discretion. Transfer and Dividend Disbursing Agent Fees and Expenses FASI serves as transfer and dividend disbursing agent for the Fund. The fee paid to FASI is based on the size, type and number of accounts and transactions made by shareholders. FASI may voluntarily choose to waive certain operating expenses of the Fund. FASI can modify or terminate this waiver at any time at its sole discretion. Portfolio Accounting Fees FASI maintains the Fund's accounting records for which it receives a fee. The fee is based on the level of the Fund's average daily net assets for the period, plus out-of-pocket expenses. FASI may voluntarily choose to waive any portion of its fee. FASI can modify or terminate this voluntary waiver at any time at its sole discretion. General Certain of the Officers and Directors of the Trust are Officers and Directors or Trustees of the above companies. 6. Investment TRANSACTIONS Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations (and in-kind contributions), for the six months ended May 31, 2004, were as follows: Purchases $24,254,576 Sales $45,294,603 7. CONCENTRATION OF CREDIT RISK Compared to diversified mutual funds, the Fund may invest a higher percentage of its assets among fewer issuers of portfolio securities. This increases the Fund's risk by magnifying the impact (positively or negatively) that any one issuer has on the Fund's share price and performance. The Fund invests in securities on non-U.S. issuers. The political or economic developments within a particular country or region may have an adverse effect on the ability of domiciled issuers to meet their obligations. Additionally, political or economic developments may have an effect on the liquidity or volatility of portfolio securities and currency holdings. At May 31, 2004, the diversification of countries was as follows: Percentage of Country Net Assets Mexico 26.2% Russia 19.8% Brazil 15.1% Venezuela 7.1% Philippines 5.7% Colombia 4.7% Turkey 4.7% Peru 2.0% Ukraine 1.4% Bulgaria 1.3% Malaysia 1.1% Guatemala 0.9% El Salvador 0.9% Panama 0.7% Tunisia 0.7% 8. Legal Proceedings In October, 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, "Federated"), along with various investment companies sponsored by Federated ("Funds"), were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland seeking damages of unspecified amounts. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. The Board of the Funds has retained the law firm of Dickstein Shapiro Morin & Oshinsky LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and will respond appropriately. Additional lawsuits based upon similar allegations have been filed, and others may be filed in the future. Although Federated does not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from related regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds. CAPITAL APPRECIATION CORE FUND PORTFOLIO OF INVESTMENTS May 31, 2004 (unaudited) Shares Value - ------------------------------------------------------------------------------ Common Stocks--98.8% Consumer Discretionary--9.2% $ 34,900 Clear Channel Communications, Inc. $ 1,385,530 80,200 Home Depot, Inc. 2,880,784 32,600 Johnson Controls, Inc. 1,757,792 81,100 McDonald's Corp. 2,141,040 23,900 Nike, Inc., Class B 1,700,485 19,900 Omnicom Group, Inc. 1,589,413 52,300 Target Corp. 2,337,810 74,013 Viacom, Inc., Class B 2,730,339 130,000 Walt Disney Co. 3,051,100 Total 19,574,293 Consumer Staples--11.0% 77,200 Altria Group, Inc. 3,703,284 61,200 Coca-Cola Co. 3,142,620 58,700 Gillette Co. 2,529,383 102,300 Kroger Co. 1,707,387 49,500 PepsiCo, Inc. 2,641,815 16,400 Procter & Gamble Co. 1,768,248 76,400 Sara Lee Corp. 1,749,560 111,700 Wal-Mart Stores, Inc. 6,225,041 Total 23,467,338 Energy--6.4% 21,537 ChevronTexaco Corp. 1,946,945 21,800 ConocoPhillips 1,598,594 160,364 Exxon Mobil Corp. 6,935,743 62,000 Halliburton Co. 1,800,480 54,100 1Transocean Sedco Forex, Inc. 1,446,093 Total 13,727,855 Financials--16.6% 49,604 Allstate Corp. 2,181,584 82,616 American International Group, Inc. 6,055,753 33,446 Bank of America Corp. 2,780,366 61,400 Bank of New York Co., Inc. 1,846,298 103,365 Citigroup, Inc. 4,799,237 30,000 Federal National Mortgage Association 2,031,000 106,500 J.P. Morgan Chase & Co. 3,923,460 21,600 Lehman Brothers Holdings, Inc. 1,634,040 64,400 MBNA Corp. 1,635,760 28,000 Merrill Lynch & Co., Inc. 1,590,400 57,800 Morgan Stanley 3,092,878 34,800 Wachovia Corp. 1,642,908 33,100 Wells Fargo & Co. 1,946,280 Total 35,159,964 Healthcare--14.3% 35,000 Abbott Laboratories 1,442,350 52,200 Baxter International, Inc. 1,641,168 29,885 1Biogen Idec, Inc. 1,857,353 44,300 1Boston Scientific Corp. 1,962,490 50,700 Bristol-Myers Squibb Co. 1,281,189 29,600 1Forest Laboratories, Inc., Class A 1,876,344 3,500 1Hospira, Inc. 89,740 49,700 Johnson & Johnson 2,768,787 22,700 Lilly (Eli) & Co. 1,672,309 50,800 McKesson HBOC, Inc. 1,747,520 69,400 1Medimmune, Inc. 1,670,458 33,700 Medtronic, Inc. 1,614,230 52,800 Merck & Co., Inc. 2,497,440 156,141 Pfizer, Inc. 5,518,023 92,000 Schering Plough Corp. 1,554,800 30,200 Wyeth 1,087,200 Total 30,281,401 Industrials--13.1% 18,500 Caterpillar, Inc. 1,393,975 73,900 Cendant Corp. 1,695,266 44,800 Danaher Corp. 2,106,944 18,300 Deere & Co. 1,202,310 21,100 FedEx Corp. 1,552,538 256,100 General Electric Co. 7,969,832 35,200 Ingersoll-Rand Co., Class A 2,298,560 56,200 Masco Corp. 1,626,990 49,800 Raytheon Co. 1,655,850 36,400 Textron, Inc. 1,989,260 79,400 Tyco International Ltd. 2,444,726 65,200 Waste Management, Inc. 1,875,152 Total 27,811,403 Information Technology--19.7% 68,000 1Advanced Micro Devices, Inc. 1,057,400 225,300 1Applied Materials, Inc. 4,496,988 149,700 1Cisco Systems, Inc. 3,315,855 59,600 1Dell, Inc. 2,096,728 54,500 First Data Corp., Class 2,359,305 235,512 Hewlett-Packard Co. 5,002,275 31,700 IBM Corp. 2,808,303 176,300 Intel Corp. 5,033,365 45,300 1KLA-Tencor Corp. 2,182,554 47,300 1Lam Research Corp. 1,188,649 25,400 1Lexmark International Group, Class A 2,395,728 32,400 Maxim Integrated Products, Inc. 1,646,892 263,700 Microsoft Corp. 6,948,495 120,600 1Oracle Corp. 1,365,192 Total 41,897,729 Materials--3.0% 67,500 Alcoa, Inc. 2,112,750 47,100 Du Pont (E.I.) de Nemours & Co. 2,034,720 51,900 International Paper Co. 2,176,167 Total 6,323,637 Telecommunication Services--4.7% 89,741 AT&T Corp. 1,487,906 95,300 BellSouth Corp. 2,378,688 119,900 SBC Communications, Inc. 2,841,630 93,018 Verizon Communications 3,216,562 Total 9,924,786 Utilities--0.8% 61,000 1P G & E Corp. 1,738,500 Total Common Stocks (identified cost 209,906,906 $199,129,103) Repurchase Agreements--1.1% 2,286,000 Interest in $1,500,000,000 joint repurchase agreement with Banc of America Securities LLC, 1.05%, dated 5/28/2004, to be repurchased at $2,286,267 on 6/1/2004, collateralized by U.S, Government Agency Obligations with various maturities to 10/1/2003, collateral market value $1,530,039,205 (at amortized cost) 2,286,000 Total Investments--99.9% 212,192,906 --------------------------------------------------- (identified cost $201,415,103)2 other assets and liabilities--0.1% 235,443 total net assets--100% $212,428,349 - --------------------------------------------------------------------------- 1 Non-income producing security. 2 The cost of investments for federal tax purposes amounts to $201,415,103. Note: The categories of investments are shown as a percentage of total net assets at May 31, 2004. See Notes which are an integral part of the Financial Statements CAPITAL APPRECIATION CORE FUND STATEMENT OF ASSETS AND LIABILITIES May 31, 2004 (unaudited) Assets: Total investments in securities, at value (identified cost $201,415,103) $ 212,192,906 Cash 626 Income receivable 279,966 Total assets 212,473,498 Liabilities: Payable for transfer and dividend disbursing agent fees and expenses (Note 5) 4,691 Accrued expenses 40,458 Total liabilities 45,149 Net assets for 19,763,693 shares outstanding $ 212,428,349 Net Assets Consist of: Paid in capital $ 197,699,999 Net unrealized appreciation of investments 10,777,803 Accumulated net realized gain on investments 2,006,385 Undistributed net investment income 1,944,162 Total Net Assets $ 212,428,349 Net Asset Value, Offering Price and Redemption Proceeds Per Share $212,428,349 / 19,763,693 shares outstanding $10.75 ========================================================================== See Notes which are an integral part of the Financial Statements CAPITAL APPRECIATION CORE FUND STATEMENT OF OPERATIONS Six Months Ended May 31, 2004 (unaudited) Investment Income: Dividends $ 1,766,273 Interest 12,867 Total income 1,779,140 Expenses: Administrative personnel and services fee (Note 5) 79,610 Custodian fees 12,496 Transfer and dividend disbursing agent fees and expenses (Note 5) 7,390 Auditing fees 6,681 Legal fees 2,905 Portfolio accounting fees (Note 5) 39,037 Insurance premiums 3,934 Miscellaneous 150 Total expenseS 152,203 Waiver and Reimbursement (Note 5): Waiver of administrative personnel and services fee $ (79,610) Reimbursement of other operating expenses (14,474) TOTAL WAIVER AND REIMBURSEMENT (94,084) Net expenses 58,119 Net investment income 1,721,021 Realized and Unrealized Gain on Investments: Net realized gain on investments 2,177,167 Net change in unrealized appreciation of investments 8,175,358 Net realized and unrealized gain on investments 10,352,525 Change in net assets resulting from operations $ 12,073,546 See Notes which are an integral part of the Financial Statements =========================================================================== CAPITAL APPRECIATION CORE FUND STATEMENT OF CHANGES IN NET ASSETS Six Months Ended Period (unaudited) Ended 5/31/2004 11/30/20031 Increase (Decrease) in Net Assets Operations: Net investment income $ 1,721,021 $ 223,141 Net realized gain (loss) on investments 2,177,167 (170,782) Net change in unrealized appreciation/depreciation of investments 8,175,358 2,602,445 Change in net assets resulting from operations 12,073,546 2,654,804 Share Transactions: Proceeds from sale of shares 28,600,000 182,900,100 Cost of shares redeemed (13,800,000) (101) Change in net assets resulting from share transactions 14,800,000 182,899,999 Change in net assets 26,873,546 185,554,803 Net Assets: Beginning of period 185,554,803 --- End of period (including undistributed net investment income of $1,944,162 and $223,141, respectively) $ 212,428,349 $ 185,554,803 1 For the period from October 28, 2003 (date of initial investment) to November 30, 2003. =========================================================================== See Notes which are an integral part of the Financial Statements CAPITAL APPRECIATION CORE FUND FINANCIAL HIGHLIGHTS (For a Share Outstanding Throughout Each Period) Six Months Ended Period (unaudited) Ended 5/31/2004 11/30/2003 1 Net Asset Value, Beginning of Period $10.14 $10.00 Income From Investment Operations: Net investment income 0.09 0.01 Net realized and unrealized gain on investments 0.52 0.13 Total from investment operations 0.61 0.14 Net Asset Value, End of Period $10.75 $10.14 Total Return2 6.02% 1.40% Ratios to Average Net Assets: Expenses 0.05 %3 0.05 %3 Net investment income 1.63 %3 2.21 %3 Expense waiver/reimbursement4 0.09 %3 0.49 %3 Supplemental Data: Net assets, end of period (000 omitted) $212,428 $185,555 Portfolio turnover 34 % 8 % 1 Reflects operations for the period from October 28, 2003 (date of initial investment) to November 30, 2003. 2 Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. 3 Computed on an annualized basis. 4 This voluntary expense decrease is reflected in both the expense and the net investment income ratios shown above. See Notes which are an integral part of the Financial Statements FEDERATED CAPITAL APPRECIATION CORE FUND NOTES TO FINANCIAL STATEMENTS May 31, 2004 (unaudited) 1. ORGANIZATION Capital Appreciation Core Fund (the "Fund") is a diversified portfolio of Federated Core Trust II, L.P. (the "Trust"). The Trust is registered under the Investment Company Act of 1940, as amended (the "Act"). The Trust is a limited partnership that was established under the laws of the State of Delaware on November 13, 2000 and offered only to registered investment companies and other accredited investors. The Trust consists of two portfolios. The financial statements included herein are only those of the Fund. The investment objective of the Fund is to provide capital appreciation. Currently, the Fund is only available for purchase by other Federated funds and their affiliates. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles ("GAAP") in the United States of America. Investment Valuation Listed equity securities are valued at the last sale price or official closing price reported on a national securities exchange. Short-term securities are valued at the prices provided by an independent pricing service. However, short-term securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, which approximates fair value. Investments in other open-end regulated investment companies are valued at net asset value. Securities for which no quotations are readily available are valued at fair value as determined in good faith using methods approved by the Board of Directors (the "Directors"). Repurchase Agreements It is the policy of the Fund to require the custodian bank to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral under repurchase agreement transactions. Additionally, procedures have been established by the Fund to monitor, on a daily basis, the market value of each repurchase agreement's collateral to ensure that the value of the collateral at least equals the repurchase price to be paid under the repurchase agreement. The Fund will only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are deemed by the Fund's adviser to be creditworthy pursuant to the guidelines and/or standards reviewed or established by the Directors. Risks may arise from the potential inability of counterparties to honor the terms of the repurchase agreement. Accordingly, the Fund could receive less than the repurchase price on the sale of collateral securities. The Fund along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into one or more repurchase agreements. Investment Income, Expenses, Distributions and Tax Interest income and expenses are accrued daily. Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at fair value. All net income and gain/loss (realized and unrealized) will be allocated daily to the shareholders based on their capital contributions to the Fund. The Fund does not currently intend to declare and pay distributions. Premium and Discount Amortization All premiums and discounts on fixed income securities are amortized/accreted for financial statement purposes. Federal Taxes As a partnership, the Fund is not subject to U.S. federal income tax. Instead, each investor reports separately on its own federal income tax return its allocated portion of the Fund's income, gains, losses, deductions and credits. When-Issued and Delayed Delivery Transactions The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated. Other Investment transactions are accounted for on a trade date basis. 3. Contributions/withdrawAls Transactions in shares were as follows: Six Months Ended (unaudited) Period 5/31/2004 Ended 11/30/2003 1 - --------------------------------------------------------------------- Proceeds from contributions 2,713,783 18,305,997 Fair value withdrawals (1,256,077) (10) TOTAL CHANGE RESULTING FROM 1,457,706 18,305,987 CONTRIBUTIONS/WITHDRAWALS - --------------------------------------------------------------------- 1 Reflects operations for the period from October 28, 2003 (date of initial investment) to November 30, 2003. ====================================================================== 4. FEDERAL TAX INFORMATION At May 31, 2004, the cost of investments for federal tax purposes was $201,415,103. The net unrealized appreciation of investments for federal tax purposes was $10,777,803. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $13,574,201 and net unrealized depreciation from investments for those securities having an excess of cost over value of $2,796,398. 5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES Investment Adviser Fee Federated Investment Counseling. is the Fund's investment adviser (the "Adviser"), subject to the direction of the Directors. The Adviser provides investment adviser services at no fee. The Adviser may voluntarily choose to reimburse certain operating expenses of the Fund. The Adviser can modify or terminate this reimbursement at any time at its sole discretion. Administrative Fee Federated Administrative Services, Inc. ("FASI"), a subsidiary of Federated Investors, Inc., provides administrative personnel and services (including certain legal and financial reporting services) necessary to operate the Fund. FASI provides these services at an annual rate that ranges from 0.150% to 0.075% of the average aggregate net assets of all funds advised by affiliates of Federated Investors, Inc. FASI may voluntarily choose to waive any portion of its fee. FASI may terminate this voluntary waiver at any time at its sole discretion. Transfer and Dividend Disbursing Agent Fees and Expenses FASI serves as transfer and dividend disbursing agent for the Fund. The fee paid to FASI is based on the size, type and number of accounts and transactions made by shareholders. FASI may voluntarily choose to waive any portion of its fee. FASI can modify or terminate this voluntary waiver at any time at its sole discretion. Portfolio Accounting Fees FASI maintains the Fund's accounting records for which it receives a fee. The fee is based on the level of the Fund's average daily net assets for the period, plus out-of-pocket expenses. FASI may voluntarily choose to waive any portion of its fee. FASI can modify or terminate this voluntary waiver at any time at its sole discretion. General Certain of the Officers and Directors of the Trust are Officers and Directors or Trustees of the above companies. 6. Investment Transactions Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations (and in-kind contributions), for the six months ended May 31, 2004, were as follows: Purchases $86,682,629 Sales $71,345,752 7. Legal Proceedings In October, 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, "Federated"), along with various investment companies sponsored by Federated ("Funds"), were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland seeking damages of unspecified amounts. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. The Board of the Funds has retained the law firm of Dickstein Shapiro Morin & Oshinsky LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and will respond appropriately. Additional lawsuits based upon similar allegations have been filed, and others may be filed in the future. Although Federated does not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from related regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds. Item 2. Code of Ethics Not Applicable Item 3. Audit Committee Financial Expert Not Applicable Item 4. Principal Accountant Fees and Services Not Applicable Item 5. Audit Committee of Listed Registrants Not Applicable Item 6. Schedule of Investments Not Applicable Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies Not Applicable Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers Not Applicable Item 9. Submission of Matters to a Vote of Security Holders Not Applicable Item 10. Controls and Procedures (a) The registrant's President and Treasurer have concluded that the registrant's disclosure controls and procedures (as defined in rule 30a-3(c) under the Act) are effective in design and operation and are sufficient to form the basis of the certifications required by Rule 30a-(2) under the Act, based on their evaluation of these disclosure controls and procedures within 90 days of the filing date of this report on Form N-CSR. (b) There were no changes in the registrant's internal control over financial reporting (as defined in rule 30a-3(d) under the Act) during the last fiscal half year (the registrant's second half year in the case of an annual report) that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 11. Exhibits SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant Federated Core Trust II, L.P. By /S/ Richard J. Thomas, Principal Financial Officer Date July 22, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /S/ J. Christopher Donahue, Principal Executive Officer Date July 23, 2004 By /S/ Richard J. Thomas, Principal Financial Officer Date July 22, 2004