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: 11/30/2005 Date of Reporting Period: Fiscal year ended 11/30/2005 Item 1. Reports to Stockholders EMERGING MARKETS FIXED INCOME CORE FUND ANNUAL REPORT November 30, 2005 FINANCIAL HIGHLIGHTS SHAREHOLDER EXPENSE EXAMPLE MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE PORTFOLIO OF INVESTMENTS SUMMARY TABLES PORTFOLIO OF INVESTMENTS STATEMENT OF ASSETS AND LIABILITIES STATEMENT OF OPERATIONS STATEMENT OF CHANGES IN NET ASSETS NOTES TO FINANCIAL STATEMENTS REPORT OF INDEPENDENT AUDITORS BOARD OF DIRECTORS AND TRUST OFFICERS BOARD REVIEW OF ADVISORY CONTRACT VOTING PROXIES ON FUND PORTFOLIO SECURITIES QUARTERLY PORTFOLIO SCHEDULE FINANCIAL HIGHLIGHTS (For a Share Outstanding Throughout Each Period) Year Ended November 30, Period Ended 2005 2004 2003 11/30/2002 (1) Net Asset Value, Beginning of Period $15.91 $14.39 $10.98 $10.00 Income From Investment Operations: Net investment income 1.29 (2) 0.91 0.85 0.83 (3) Net realized and unrealized gain on investments, options, futures contracts and foreign currency transactions 0.88 0.61 2.56 0.15 (3) TOTAL FROM INVESTMENT OPERATIONS 2.17 1.52 3.41 0.98 Net Asset Value, End of Period $18.08 $15.91 $14.39 $10.98 Total Return(4) 13.64 % 10.56 % 31.06 % 9.80 % Ratios to Average Net Assets: Net expenses 0.05 % 0.05 % 0.05 % 0.05 %(5) Net investment income 7.54 % 7.80 % 8.85 % 10.58 %(3,5) Expense waiver/reimbursement(6) 0.08 % 0.21 % 0.23 % 0.42 %(5) Supplemental Data: Net assets, end of period 146,778 (000 omitted) $350,521 $ $131,056 $80,515 Portfolio turnover 23 % 54 % 97 % 178 % - ------------------------------------------------------------------------------ 1 Reflects operations for the period from January 14, 2002 (date of initial investment) to November 30, 2002. 2 Based on average shares outstanding. 3 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%. 4 Based on net asset value, which does not reflect the sales charge, redemption fee or contingent deferred sales charge, if applicable. Total returns for periods of less than one year are not annualized. 5 Computed on an annualized basis. 6 This expense decrease is reflected in both the net expense and the net investment income ratios shown above. See Notes which are an integral part of the Financial Statements SHAREHOLDER EXPENSE EXAMPLE As a shareholder of the Fund, you incur ongoing costs, to the extent applicable, management fees, distribution (12b-1) fees and/or shareholder services fees; and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from June 1, 2005 to November 30, 2005. ACTUAL EXPENSES The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled "Expenses Paid During Period" to estimate the expenses attributable to your investment during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are provided to enable you to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. Beginning Ending Account Value Account Value Expenses Paid 6/1/2005 11/30/2005 During Period(1) Actual $1,000 $1,068.60 $0.26 Hypothetical (assuming a 5% return before expenses) $1,000 $1,024.82 $0.25 - ------------------------------------------------------------------------------ 1 Expenses are equal to the Fund's annualized net expense ratio of 0.05%, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period). MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE Emerging Markets Fixed Income Core Fund's(1) total return, based on net asset value, for the 12-month reporting period was 13.64%. For the first ten months of the reporting period the fund was benchmarked to the Lehman Brothers Emerging Market Index(2) (LBEMI). Early in 2005, following the LBEMI rules, the Mexico sub-index (one of the top three sub-indices by market cap) was subtracted from the LBEMI because of credit rating upgrades, which resulted in an average rating for the index of BBB; subsequently, during the fall of 2005 Russia credit ratings were also upgraded to an average rating of BBB and the Russia sub-index (then the second largest sub-index by market cap) was also subtracted from the LBEMI. These actions resulted in significant concentrations in the index to Brazil as the largest sub-index and other second-tier sub-indices. Accordingly, the fund was benchmarked instead to the Lehman Brothers U.S. Emerging Market Index + Mexico + Russia(3) (LBUSEMI) for the last two months of the year as the adviser believed it was more reflective of the fund's investments. There were significant differences in the performance between both indices during the reporting period, the LBEMI returned 12.27% and the LBUSEMI returned 11.51%. The fund's total return for the most recently completed fiscal year reflected actual cash flows, transactions costs and other expenses which were not reflected in the total return of the LBEMI or the LBUSEMI. During the 12-month reporting period, the most significant factors affecting the fund's over-performance relative to the LBEMI and the LBUSEMI were (1) the credit quality of the portfolio securities (which indicate the risk that securities will default); (2) the duration(4) of its portfolio (which indicates the portfolio's price sensitivity to interest rates); (3) the allocation of securities to off-index securities in local markets; and (4) the allocation of securities to corporate credits versus sovereign credits. Market Overview Emerging debt markets had a solid performance during the fiscal year due to the following global macroeconomic factors -low interest rate environment, global growth, high commodity prices and general improvement in credit quality. Despite significant increases in short-term interest rates in the U.S., global real interest rates remained low which, in turn, contributed to continued economic growth in key markets such as the U.S., China and India. Higher growth increases the demand for commodities including oil and base metals -whose primary suppliers are emerging market countries. Higher export revenues from commodities, as well as intermediate products, together with improved fiscal accounts, have allowed these countries to improve their sovereign credit quality by repayment of external debt, reduced borrowing requirements and better growth prospects. In this environment, corporate issuers within the commodities sector of most emerging markets were particularly strong performers. In light of these favorable macroeconomic conditions (and most especially the low global interest rate environment), demand for emerging market bonds increased over the reporting period, which further contributed to the sector's positive return relative to other sectors of the global fixed income market. Credit Quality During the reporting period, as compared to the LBEMI and subsequently the LBUSEMI, fund management allocated more of the fund's portfolio to the higher quality credits such as Russia and Colombia,(5)and less to lower quality credits such as Brazil, Ecuador and Turkey which historically trade with higher volatility than higher quality credits. Fund management anticipated a more dramatic adjustment in emerging debt markets due to higher interest rates in the U.S. However, because of low inflationary pressures in the U.S., short-term interest rates increased only at a gradual pace which allowed emerging debt markets -primarily lower quality credits- to remain as an attractive investment alternative for global investors. The fund's emphasis on higher quality credits (rather than the better-performing, lower quality credits) detracted from fund performance relative to the LBEMI and the LBUSEMI. Duration During most of the reporting period, fund management allocated a larger percentage of the sovereign bonds from each country owned by the fund to securities with shorter durations than the equivalent sub-index in the LBEMI and the LBUSEMI. With the anticipation of a larger adjustment to higher interest rates of longer duration securities, the fund was positioned to benefit from higher coupon bonds with short durations and potentially small bond price movements. This strategy initially detracted from fund performance and fund management later adjusted the strategy to match the duration of the fund's sovereign bond positions closer to the equivalent sub-indices in the LBEMI and the LBUSEMI. Local Markets Beginning in 2004 and throughout the reporting period, fund management increased the percentage of the portfolio allocated to local currency denominated securities in emerging markets. These investments are considered off-index. With good prospects for economic growth and declining inflation rates in countries such as Mexico and Turkey, local market securities strongly benefited from declining nominal and real interest rates and appreciation of the currency. The fund's investments in local market securities were positive contributors to fund performance during the reporting period. Corporate Credits Corporate credits, also represented in the LBEMI and the LBUSEMI, were a core component of the fund's portfolio of investments. The corporate portfolio was represented by companies with strong position in each of its markets, in some cases on a global basis. One particular factor that contributed to fund performance was the fund's allocation to corporate issuers within the commodities sector (and, in particular, the oil and gas sub-sectors). Overall, the fund's larger allocation to corporate credits contributed strongly to the period performance. 1 Prices of emerging markets securities can be significantly more volatile than the prices of securities in developed countries. 2 The Lehman Brothers Emerging Market Index includes U.S. dollar-denominated debt from emerging markets in the following regions: Americas, Europe, Middle East, Africa and Asia. As with other fixed income benchmarks provided by Lehman Brothers, the index is rules-based, which allows for an unbiased view of the marketplace and easy replicability. The index is unmanaged, and investments cannot be made in an index. 3 The Lehman Brothers U.S. Emerging Market Index plus Mexico plus Russia is a customized index provided by Lehman Brothers. The index is unmanaged, and investments cannot be made in an index. 4 Duration is a measure of a security's price sensitivity to changes in interest rates. Securities with longer durations are more sensitive to changes in interest rates than securities of shorter durations. 5 International investing involves special risks including currency risk, increased volatility of foreign securities, political risks and differences in auditing and other financial standards. Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month end performance, call 1-800-341-7400. GROWTH OF A $10,000 INVESTMENT The graph below illustrates the hypothetical investment of $10,000(1) in Emerging Markets Fixed Income Core Fund (the "Fund") from January 14, 2002 (start of performance) to November 30, 2005, compared to the Lehman Brothers Emerging Market Index (LBEMI)(2). Average Annual Total Returns for the Period Ended 11/30/2005 1 Year 13.64% Start of Performance (1/14/2002) 16.49% - ------------------------------------------------------------------------------ The graphic presentation here displayed consists of a line graph. The corresponding components of the line graph are listed underneath. Emerging Markets Fixed Income Core Fund (the "Fund") is represented by a solid line. The Lehman Brothers Emerging Market Index is represented by a dotted line. The line graph is a visual representation of a comparison of change in value of a $10,000 hypothetical investment in shares of the Fund and the Lehman Brothers Emerging Market Index . The "x" axis reflects computation periods from January 14, 2002 to November 30, 2005. The "y" axis reflects the cost of the investment. The right margin reflects the ending value of the hypothetical investment in the Fund's shares as compared to the Lehman Brothers Emerging Market Index. The ending values were $18,080 and $17,221, respectively. Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. 1 Represents a hypothetical investment of $10,000 in the Fund. The Fund's performance assumes the reinvestment of all dividends and distributions. The LBEMI has been adjusted to reflect reinvestment of dividends on securities in the index. 2 The LBEMI is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund's performance. The index is unmanaged, and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index. PORTFOLIO OF INVESTMENTS SUMMARY TABLES At November 30, 2005 the Fund's credit-quality ratings composition(1) was as follows: S&P Long-Term Ratings as Moody's Long-Term Ratings as Percentage of Total Net Assets Percentage of Total Net Assets AAA 0.0% Aaa 0.0% AA 0.0% Aa 0.0% A 6.6% A 1.1% BBB 5.5% Baa 23.4% BB 66.2% Ba 38.0% B 13.3% B 26.9% CCC 0.3% Caa 1.0% CC 0.0% Ca 0.0% C 0.0% C 0.0% D 0.0% D 0.0% Not Rated by S&P(2) 2.8% Not Rated by Moody's(2) 4.3% Other Securities(3) 0.0% Other Securities(3) 0.0% Cash Equivalents(4) 0.1% Cash Equivalents(4) 0.1% Other Assets and 5.2% Other Assets and Liabilities 5.2% Liabilities - Net(5) - Net(5) TOTAL 100.0% TOTAL 100.0% - ------------------------------------------------------------------------------ At November 30, 2005 the Fund's issuer country and currency exposure composition(6) were as follows: Country Exposure as Currency Exposure a Percentage of Total as a Percentage of Country Net Assets Total Net Assets Russia 21.3% 0.0% Brazil 21.2% 0.0% Mexico 11.6% 6.8% Venezuela 10.2% 0.0% Philippines 9.0% 0.0% Colombia 6.1% 0.0% Turkey 5.6% 0.0% Peru 3.1% 0.0% Kazakhstan 1.9% 0.0% Argentina 1.6% 0.0% El Salvador 1.0% 0.0% Ukrainan SSR 0.9% 0.0% Guatemala 0.6% 0.0% Panama 0.3% 0.0% Poland 0.3% 0.0% United States(7) 0.0% 87.2% Euro 0.0% 0.7% Cash Equivalents(4) 0.1% 0.1% Other Assets and 5.2% 5.2% Liabilities - Net(5) TOTAL 100.0% 100.0% - ------------------------------------------------------------------------------ 1 These tables depict the long-term, credit-quality ratings assigned to the Fund's portfolio holdings by Standard & Poor's (S&P) and Moody's Investors Service (Moody's), each of which is a Nationally Recognized Statistical Rating Organization (NRSRO). Rated securities include a security with an obligor and/or credit enhancer that has received a rating from an NRSRO with respect to a class of debt obligations that is comparable in priority and security with the security held by the Fund. Credit quality ratings are an assessment of the risk that a security will default in payment and do not address other risks presented by the security. Please see the descriptions of credit- quality ratings in the Fund's Statement of Additional Information. 2 Holdings that are rated only by a different NRSRO than the one identified have been included in the "Not rated by..." category. Of the portfolio's total net assets, 1.2% are fixed income securities (excluding cash equivalents) that do not have long-term credit quality ratings by either of these NRSROs. 3 Other Securities include options that do not qualify for credit ratings from an NRSRO. 4 Cash Equivalents include any investments in money market mutual funds and/or repurchase agreements. This does not include cash held in the Fund that is denominated in foreign currencies. See the Statement of Assets and Liabilities for information regarding the Fund's foreign cash position. 5 See Statement of Assets and Liabilities. 6 This table depicts the Fund's exposure to various countries and currencies through its investment in foreign fixed income securities. With respect to foreign corporate fixed income securities, country allocations are based primarily on the country in which the issuing company (the "Issuer") is incorporated. However, the Fund's adviser may allocate the Issuer to a country based on other factors such as the location of the Issuer's office, the location of the principal trading market for the Issuer's securities or the country from which a majority of the Issuer's revenue is derived. 7 Consists of non-U.S. dollar denominated fixed income securities issued by an entity domiciled in the United States. PORTFOLIO OF INVESTMENTS November 30, 2005 Principal Value in Amount U.S. Dollars CORPORATE BONDS--24.1% Banking--2.8% $ 235,820 (1) Banco de Galicia y Buenos Aires S.A. de C.V., Series 144A, 11.00%, 1/1/2019 $ 242,895 653,727 Banco de Galicia y Buenos Aires S.A. de C.V., Series REGS, 11.00%, 1/1/2019 673,339 2,550,000 (1) Kazkommerts International BV, Company Guarantee, Series 144A, 8.00%, 11/3/2015 2,607,375 2,500,000 (1) Turanalem Finance BV, Bank Guarantee, 8.50%, 2/10/2015 2,590,625 3,500,000 (1) VTB Capital SA, Bond, 6.25%, 6/30/2035 3,613,750 TOTAL 9,727,984 Beverage & Tobacco--0.3% 900,000 (1) Central European Distribution Corp., Sr. Secd. Note, 8.00%, 7/25/2012 1,137,500 Brewing--1.0% 3,300,000 (1) Bavaria, Series 144A, 8.875%, 11/1/2010 3,588,750 Broadcast Radio & TV--1.3% 3,800,000 Grupo Televisa S.A., Sr. Note, 8.50%, 3/11/2032 4,516,300 Cable & Wireless Television--0.8% 2,520,000 Innova S De R.L., 9.375%, 9/19/2013 2,809,800 Chemicals & Plastics--0.4% 1,250,000 Braskem SA, Series REGS, 11.75%, 1/22/2014 1,528,125 Container & Glass Products--0.7% 600,000 Vicap SA, Sr. Note, Series EXCH, 11.375%, 5/15/2007 557,280 1,950,000 (1) Vitro SA, Note, Series 144A, 11.75%, 11/1/2013 1,803,750 TOTAL 2,361,030 Hotels, Motels, Inns & Casinos--0.7% 2,500,000 (1) Grupo Posadas SA de C.V., Sr. Note, 8.75%, 10/4/2011 2,631,250 Oil & Gas--8.9% 3,150,000 (1) Companhia Petrolifera Marlim, Series 144A, 12.25%, 9/26/2008 3,480,750 10,850,000 (1) Gaz Capital SA, Note, Series 144A, 8.625%, 4/28/2034 13,643,875 4,960,000 (1) Gazprom, Note, Series 144A, 9.625%, 3/1/2013 5,952,000 7,180,000 (1) Petrozuata Finance, Inc., Company Guarantee, Series 144A, 8.22%, 4/1/2017 6,713,300 1,420,000 (1) Tengizchevroil LLP, Series 144A, 6.124%, 11/15/2014 1,444,850 TOTAL 31,234,775 Steel--1.9% 2,700,000 (1) CSN Islands IX Corp., Sr. Note, Series 144A, 10.00%, 1/15/2015 3,003,750 3,200,000 (1) CSN Islands VIII Corp., Company Guarantee, Series 144A, 9.75%, 12/16/2013 3,504,000 TOTAL 6,507,750 Telecommunications & Cellular--4.3% 9,500,000 America Movil S.A. de C.V., Bond, 9.00%, 1/5/2016 887,943 1,225,000 Axtel SA, 11.00%, 12/15/2013 1,375,062 3,000,000 (1) Mobile Telesystems, Series 144A, 8.375%, 10/14/2010 3,150,000 5,400,000 Philippine Long Distance Telephone Co., Sr. Unsub., 11.375%, 5/15/2012 6,689,250 3,000,000 Telefonos de Mexico, Note, Series WI, 5.50%, 1/27/2015 2,925,000 TOTAL 15,027,255 Utilities--1.0% 3,200,000 (1) National Power Corp., Foreign Gov't. Guarantee, Series 144A, 8.63%, 8/23/2011 3,373,491 TOTAL CORPORATE BONDS (IDENTIFIED COST $80,131,076) 84,444,010 - ------------------------------------------------------------------------------ Principal Value in Amount U.S. Dollars GOVERNMENTS/AGENCIES--70.6% Sovereign--70.6% $ 4,051,001 Argentina, Government of, 8.28%, 12/31/2033 $ 3,400,816 1,700,000 Argentina, Government of, Bond, 4.005%, 8/3/2012 1,336,200 5,750,000 (1) Aries Vermogensverwaltng, Credit-Linked Note, Series 144A, 9.60%, 10/25/2014 7,395,937 7,226,604 Brazil, Government of, 5.25%, 4/15/2012 7,091,466 500,000 Brazil, Government of, 8.875%, 10/14/2019 535,500 14,200,000 Brazil, Government of, 8.875%, 4/15/2024 15,016,500 3,800,000 Brazil, Government of, Bond, 8.25%, 1/20/2034 3,807,600 4,800,000 Brazil, Government of, Bond, 10.125%, 5/15/2027 5,712,000 1,000,000 Brazil, Government of, Bond, 10.50%, 7/14/2014 1,197,000 5,752,000 Brazil, Government of, Note, 8.00%, 1/15/2018 6,053,980 6,000,000 Brazil, Government of, Note, 8.75%, 2/4/2025 6,282,000 7,310,000 Brazil, Government of, Note, 11.00%, 1/11/2012 8,815,860 6,700,000 Brazil, Government of, Note, 12.00%, 4/15/2010 8,090,250 1,750,000 Colombia, Government of, 10.75%, 1/15/2013 2,166,500 8,650,000 Colombia, Government of, Bond, 8.125%, 5/21/2024 9,156,025 2,300,000 Colombia, Government of, Bond, 10.375%, 1/28/2033 2,964,700 2,600,000 Colombia, Government of, Bond, 11.75%, 2/25/2020 3,577,600 3,250,000 El Salvador, Government of, Bond, 8.25%, 4/10/2032 3,542,500 1,750,000 (1) Guatemala, Government of, Note, 9.25%, 8/1/2013 2,034,375 108,938,900 Mexico, Government of, 8.00%, 12/7/2023 9,418,257 10,200,000 Mexico, Government of, 9.00%, 12/22/2011 988,792 84,299,900 Mexico, Government of, Bond, 8.00%, 12/19/2013 7,752,844 48,311,300 Mexico, Government of, Bond, 10.00%, 12/5/2024 5,021,959 1,020,000 Panama, Government of, 9.625%, 2/8/2011 1,195,950 2,300,000 Peru, Government of, Bond, 8.75%, 11/21/2033 2,691,000 6,630,000 Peru, Government of, Note, 9.875%, 2/6/2015 8,221,200 4,600,000 Philippines, Government of, 9.375%, 1/18/2017 5,221,000 3,250,000 Philippines, Government of, 9.875%, 1/15/2019 3,802,500 3,000,000 Philippines, Government of, Note, 8.00%, 1/15/2016 3,135,000 3,050,000 Philippines, Government of, Note, 8.25%, 1/15/2014 3,248,250 1,328,000 Philippines, Government of, Note, 8.375%, 2/15/2011 1,415,980 2,425,000 Philippines, Government of, Note, 10.625%, 3/16/2025 2,994,875 1,580,000 Philippines, Government of, Sr. Note, 9.50%, 2/2/2030 1,781,450 25,050,000 Russia, Government of, Unsub., 5.00%, 3/31/2030 28,054,747 2,600,000 (1) Russia, Government of, Unsub., 11.00%, 7/24/2018 3,828,500 4,850,000 Russia, Government of, Unsub., 12.75%, 6/24/2028 8,831,850 2,850,000 Turkey, Government of, 9.50%, 1/15/2014 3,391,500 6,610,000 Turkey, Government of, 11.00%, 1/14/2013 8,378,175 2,000,000 Turkey, Government of, Note, 7.375%, 2/5/2025 2,017,500 1,300,000 Turkey, Government of, Note, 11.50%, 1/23/2012 1,649,375 1,000,000 Turkey, Government of, Sr. Unsub., 11.875%, 1/15/2030 1,492,500 2,275,000 Turkey, Government of, Sr. Unsub., 12.375%, 6/15/2009 2,752,750 600,000 Ukraine, Government of, Bond, 7.65%, 6/11/2013 652,410 1,092,078 Ukraine, Government of, Sr. Note, 10.00%, 3/15/2007 1,357,990 1,022,073 Ukraine, Government of, Sr. Note, 11.00%, 3/15/2007 1,069,242 8,590,000 Venezuela, Government of, 9.375%, 1/13/2034 9,921,450 6,950,000 Venezuela, Government of, Bond, 9.25%, 9/15/2027 8,037,675 11,350,000 Venezuela, Government of, Note, 7.65%, 4/21/2025 11,174,075 TOTAL GOVERNMENT/AGENCIES (IDENTIFIED COST $236,951,555) 247,675,605 - ------------------------------------------------------------------------------ Principal Value in Amount U.S. Dollars REPURCHASE AGREEMENT--0.1% $ 276,000 Interest in $3,275,000,000 joint repurchase agreement 4.04%, dated 11/30/2005 under which Bank of America N.A., will repurchase a U.S. Government Agency security with a maturity of 7/1/2035 for $3,275,367,528 on 12/1/2005. The market value of the underlying security at the end of the period was $3,340,500,000 (AT AMORTIZED COST) 276,000 TOTAL INVESTMENTS--94.8% (IDENTIFIED COST $317,358,631)(2) 332,395,615 OTHER ASSETS AND LIABILITIES - NET--5.2% 18,125,200 TOTAL NET ASSETS--100% $ 350,520,815 - ------------------------------------------------------------------------------ 1 Denotes a restricted security, including securities purchased under Rule 144A of the Securities Act of 1933. These securities, all of which have been deemed liquid by criteria approved by the Fund's Board of Directors, unless registered under the Act or exempted from registration, may only be sold to qualified Institutional investors. At November 30, 2005, these securities amounted to $75,740,723 which represents 21.6% of total net assets. 2 The cost of investments for federal tax purposes amounts to $318,394,250. Note: The categories of investments are shown as a percentage of total net assets at November 30, 2005. See Notes which are an integral part of the Financial Statements STATEMENT OF ASSETS AND LIABILITIES November 30, 2005 Assets: Total investments in securities, at value (identified cost $317,358,631) $ 332,395,615 Cash denominated in foreign currencies (identified cost $7,379) 7,517 Cash 826,790 Income receivable 6,449,171 Receivable for investments sold 14,600,495 Receivable for shares sold 51,000 TOTAL ASSETS 354,330,588 Liabilities: Payable for investments purchased $ 3,529,902 Payable for foreign currency exchange contracts 196,197 Payable for portfolio accounting fees 2,241 Accrued expenses 81,433 TOTAL LIABILITIES 3,809,773 Net assets for 19,385,415 shares outstanding $ 350,520,815 Net Assets Consist of: Paid-in capital $ 270,313,916 Net unrealized appreciation of investments, options and translation of assets and liabilities in foreign currency 14,853,783 Accumulated net realized gain on investments, options, futures contracts and foreign currency transactions 20,990,766 Undistributed net investment income 44,362,350 TOTAL NET ASSETS $ 350,520,815 Net Asset Value, Offering Price and Redemption Proceeds Per Share $350,520,815 / 19,385,415 shares outstanding $18.08 - ------------------------------------------------------------------------------ See Notes which are an integral part of the Financial Statements STATEMENT OF OPERATIONS Year Ended November 30, 2005 Investment Income: Interest $ 20,614,704 Expenses: Administrative personnel and services fee (Note 5) 150,000 Custodian fees 85,168 Transfer and dividend disbursing agent fees and expenses 13,676 Directors'/Trustees' fees 5,955 Auditing fees 28,412 Legal fees 7,640 Portfolio accounting fees 53,409 Insurance premiums 8,664 Taxes 154 Miscellaneous 4,321 TOTAL EXPENSES 357,399 Waiver and Reimbursement (Note 5): Waiver of administrative personnel and services fee $ (150,000 ) Reimbursement of other operating expenses (58,442 ) TOTAL WAIVER AND REIMBURSEMENT (208,442 ) Net expenses 148,957 Net investment income 20,465,747 Realized and Unrealized Gain (Loss) on investments, options and futures contracts: Net realized gain on investments, options and foreign currency transactions 10,501,024 Net realized gain on futures contracts 37,407 Net change in unrealized appreciation of investments, options and translation of assets and liabilities in foreign currency 5,336,708 Net realized and unrealized gain on investments, options, futures contracts and translation of assets and liabilities in foreign currency 15,875,139 Change in net assets resulting from operations $ 36,340,886 - ------------------------------------------------------------------------------ See Notes which are an integral part of the Financial Statements STATEMENT OF CHANGES IN NET ASSETS Year Ended November 30 2005 2004 Increase (Decrease) in Net Assets Operations: Net investment income $ 20,465,747 $ 8,623,020 Net realized gain on investments, options, futures contracts and foreign currency transactions 10,538,431 2,938,245 Net change in unrealized appreciation/depreciation of investments, options and translation of assets and liabilities in foreign currency 5,336,708 (1,530,719) CHANGE IN NET ASSETS RESULTING FROM OPERATIONS 36,340,886 10,030,546 Share Transactions: Contributions 298,508,368 42,556,000 Withdrawals (131,106,041 ) (36,865,089) CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS 167,402,327 5,690,911 Change in net assets 203,743,213 15,721,457 Net Assets: Beginning of period 146,777,602 131,056,145 End of period (including undistributed net investment income of $44,362,350 and $23,896,603, respectively) $ 350,520,815 $ 146,777,602 - ------------------------------------------------------------------------------ See Notes which are an integral part of the Financial Statements NOTES TO FINANCIAL STATEMENTS November 30, 2005 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 three 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. 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 The Fund generally values fixed income securities according to prices furnished by an independent pricing service, except that fixed income securities with remaining maturities of less than 60 days at the time of purchase may be valued at amortized cost. For mortgage-backed securities, prices furnished by the independent pricing service are based on the aggregate investment value of the projected cash flows to be generated by the security. For other fixed income securities, prices furnished by an independent pricing service are intended to be indicative of the mean between the bid and asked prices currently offered to institutional investors for the securities. 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 in 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. The Fund generally values short-term securities according to prices furnished by an independent pricing service, except that short-term securities with remaining maturities of less than 60 days at the time of purchase may be valued at amortized cost. Securities for which no quotations are readily available or whose values have been affected by a significant event occurring 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 transaction. 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. 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, and Distributions Interest income and expenses are accrued daily. All net income earned 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 (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. Futures Contracts The Fund purchases and sells bond interest rate futures contracts to manage cash flows, enhance yield, and to potentially reduce transactions costs. Upon entering into a bond interest rate futures contract with a broker, the Fund is required to deposit in a segregated account a specified amount of cash or U.S. government securities. Futures contracts are valued daily and unrealized gains or losses are recorded in a "variation margin" account. Daily, the Fund receives from or pays to the broker a specified amount of cash based upon changes in the variation margin account. When a contract is closed, the Fund recognizes a realized gain or loss. Futures contracts have market risks, including the risk that the change in the value of the contract may not correlate with the changes in the value of the underlying securities. For the year ended November 30, 2005, the Fund had net realized gains of $37,407 on futures contracts. Futures contracts outstanding at period end, if any, are listed after the Fund's portfolio of investments. 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 into 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 November 30, 2005, the Fund had outstanding foreign currency commitments as follows: Foreign Currency In Exchange Contracts Unrealized Settlement Date Units to Deliver For at Value Depreciation Contracts Sold: 153,807,417 Mexican 14,477,667 1/18/2006 Peso $14,333,333 $ $(144,334) 60,699,238 Mexican 1/18/2006 Peso 5,661,667 5,713,530 (51,863) NET UNREALIZED DEPRECIATION ON FOREIGN EXCHANGE CONTRACTS $(196,197) - ------------------------------------------------------------------------------ Foreign Currency Translation The accounting records of the Fund are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies (FCs) 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 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. Realized gains and losses from investment transactions are recorded on an identified cost basis. 3. CONTRIBUTIONS/WITHDRAWALS Transactions in shares were as follows: Year Ended November 30 2005 2004 Proceeds from contributions 17,702,635 2,704,394 Fair value of withdrawals (7,541,829) (2,586,633) TOTAL CHANGE RESULTING FROM 10,160,806 117,761 CONTRIBUTIONS/WITHDRAWALS - ------------------------------------------------------------------------------ 4. FEDERAL TAX INFORMATION At November 30, 2005, the cost of investments for federal tax purposes was $318,394,250. The net unrealized appreciation of investments for federal tax purposes excluding any unrealized appreciation resulting from changes in foreign currency exchange rates was $14,001,365. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $14,558,971 and net unrealized depreciation from investments for those securities having an excess of cost over value of $557,606. The difference between book-basis and tax-basis net unrealized appreciation is attributable to differing treatments for the discount accretion/premium amortization on debt securities. 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), under the Administrative Services Agreement, provides the Fund with administrative personnel and services. The fee paid to FASI is based on the average aggregate daily net assets of the Trust as specified below: Maximum Average Aggregate Daily Administrative Fee Net Assets of the Trust 0.150% on the first $5 billion 0.125% on the next $5 billion 0.100% on the next $10 billion 0.075% on assets in excess of $20 billion The administrative fee received during any fiscal year shall be at least $150,000 per portfolio. 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 Fund 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, for the year ended November 30, 2005, were as follows: Purchases $ 239,209,436 Sales $ 58,754,781 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 of 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 and volatility of portfolio securities and currency holdings. At November 30, 2005, the diversification of countries was as follows: Percentage of Country Net Assets Russia 21.3% Brazil 21.2% Mexico 11.6% Venezuela 10.2% Philippines 9.0% Colombia 6.1% Turkey 5.6% Peru 3.1% Kazakhstan 1.9% Argentina 1.6% El Salvador 1.0% Ukrainan SSR 0.9% Guatemala 0.6% Panama 0.3% Poland 0.3% - ------------------------------------------------------------------------------ 8. LEGAL PROCEEDINGS Beginning 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. 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. These lawsuits began to be filed shortly after Federated's first public announcement that it had received requests for information on shareholder trading activities in the Funds from the Securities and Exchange Commission ("SEC"), the Office of the New York State Attorney General ("NYAG"), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and rule 12b-1 fees. 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 may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys' fees and expenses, and future potential similar suits is uncertain. Although we do 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 the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds. REPORT OF INDEPENDENT AUDITORS TO THE BOARD OF DIRECTORS OF FEDERATED CORE TRUST II, L.P. AND SHAREHOLDERS OF EMERGING MARKETS FIXED INCOME CORE FUND: We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Emerging Markets Fixed Income Core Fund (the "Fund") (one of the portfolios constituting Federated Core Trust II, L.P.) as of November 30, 2005, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2005, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Emerging Markets Fixed Income Core Fund, a portfolio of Federated Core Trust II, L.P., at November 30, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States. Ernst & Young LLP Boston, Massachusetts January 13, 2006 BOARD OF DIRECTORS AND TRUST OFFICERS The Board is responsible for managing the Trust's business affairs and for exercising all the Trust's powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are "interested persons" of the Fund (i.e., "Interested" Board members) and those who are not (i.e., "Independent" Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2005, the Trust comprised three portfolios, and the Federated Fund Complex consisted of 43 investment companies (comprising 136 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund's Statement of Additional Information includes additional information about Trust Directors and is available, without charge and upon request, by calling 1-800-341-7400. INTERESTED DIRECTORS BACKGROUND Name Birth Date Address Positions Held with Trust Principal Occupation(s) for Past Five Years, Other Date Service Began Directorships Held and Previous Position(s) John F. Donahue* Principal Occupations: Director or Trustee of the Birth Date: July 28, Federated Fund Complex; Chairman and Director, 1924 Federated Investors, Inc. DIRECTOR Began serving: Previous Positions: Chairman of the Federated Fund November 2000 Complex; Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling. J. Christopher Donahue* Principal Occupations: Principal Executive Officer Birth Date: April 11, and President of the Federated Fund Complex; 1949 Director or Trustee of some of the Funds in the PRESIDENT AND DIRECTOR Federated Fund Complex; President, Chief Executive Began serving: Officer and Director, Federated Investors, Inc.; November 2000 Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Passport Research, Ltd. (Investment advisory subsidiary of Federated) and Passport Research II, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company. Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd. Lawrence D. Ellis, M.D.* Principal Occupations: Director or Trustee of the Birth Date: October 11, Federated Fund Complex; Professor of Medicine, 1932 University of Pittsburgh; Medical Director, 3471 Fifth Avenue University of Pittsburgh Medical Center Downtown; Suite 1111 Hematologist, Oncologist and Internist, University Pittsburgh, PA of Pittsburgh Medical Center. DIRECTOR Began serving: Other Directorships Held: Member, National Board of November 2001 Trustees, Leukemia Society of America. Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center. - ------------------------------------------------------------------------------ * Family relationships and reasons for "interested" status: John F. Donahue is the father of J. Christopher Donahue; both are "interested" due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is "interested" because his son-in-law is employed by the Fund's principal underwriter, Federated Securities Corp. INDEPENDENT DIRECTORS BACKGROUND Name Birth Date Address Positions Held with Trust Principal Occupation(s) for Past Five Years, Other Date Service Began Directorships Held and Previous Position(s) Thomas G. Bigley Principal Occupation: Director or Trustee of the Birth Date: February 3, Federated Fund Complex. 1934 15 Old Timber Trail Other Directorships Held: Director, Member of Pittsburgh, PA Executive Committee, Children's Hospital of DIRECTOR Pittsburgh; Director, University of Pittsburgh. Began serving: November 2001 Previous Position: Senior Partner, Ernst & Young LLP. John T. Conroy, Jr. Principal Occupations: Director or Trustee of the Birth Date: June 23, Federated Fund Complex; Chairman of the Board, 1937 Investment Properties Corporation; Partner or Investment Properties Trustee in private real estate ventures in Corporation Southwest Florida. 3838 North Tamiami Trail Previous Positions: President, Investment Suite 402 Properties Corporation; Senior Vice President, John Naples, FL R. Wood and Associates, Inc., Realtors; President, DIRECTOR Naples Property Management, Inc. and Northgate Began serving: Village Development Corporation. November 2001 Nicholas P. Constantakis Principal Occupations: Director or Trustee of the Birth Date: Federated Fund Complex. September 3, 1939 175 Woodshire Drive Other Directorships Held: Director and Member of Pittsburgh, PA the Audit Committee, Michael Baker Corporation DIRECTOR (engineering and energy services worldwide). Began serving: November 2001 Previous Position: Partner, Andersen Worldwide SC. John F. Cunningham Principal Occupation: Director or Trustee of the Birth Date: March 5, Federated Fund Complex. 1943 353 El Brillo Way Other Directorships Held: Chairman, President and Palm Beach, FL Chief Executive Officer, Cunningham & Co., Inc. DIRECTOR (strategic business consulting); Trustee Associate, Began serving: Boston College. November 2001 Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc. Peter E. Madden Principal Occupation: Director or Trustee of the Birth Date: March 16, Federated Fund Complex. 1942 One Royal Palm Way Other Directorships Held: Board of Overseers, 100 Royal Palm Way Babson College. DIRECTOR Began serving: Previous Positions: Representative, Commonwealth of November 2001 Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange. Charles F. Mansfield, Principal Occupations: Director or Trustee of the Jr. Federated Fund Complex; Management Consultant. Birth Date: April 10, 1945 Previous Positions: Chief Executive Officer, PBTC 80 South Road International Bank; Partner, Arthur Young & Company Westhampton Beach, NY (now Ernst & Young LLP); Chief Financial Officer of DIRECTOR Retail Banking Sector, Chase Manhattan Bank; Senior Began serving: Vice President, HSBC Bank USA (formerly, Marine November 2001 Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President, DVC Group, Inc. (marketing communications and technology). John E. Murray, Jr., Principal Occupations: Director or Trustee, and J.D., S.J.D. Chairman of the Board of Directors or Trustees, of Birth Date: the Federated Fund Complex; Chancellor and Law December 20, 1932 Professor, Duquesne University; Partner, Murray, Chancellor, Duquesne Hogue and Lannis. University Pittsburgh, PA Other Directorships Held: Director, Michael Baker DIRECTOR Corp. (engineering, construction, operations and Began serving: technical services). November 2001 Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law. Marjorie P. Smuts Principal Occupations: Director or Trustee of the Birth Date: June 21, Federated Fund Complex; Public Relations/Marketing 1935 Consultant/Conference Coordinator. 4905 Bayard Street Pittsburgh, PA Previous Positions: National Spokesperson, Aluminum DIRECTOR Company of America; television producer; President, Began serving: Marj Palmer Assoc.; Owner, Scandia Bord. November 2001 John S. Walsh Principal Occupations: Director or Trustee of the Birth Date: Federated Fund Complex; President and Director, November 28, 1957 Heat Wagon, Inc. (manufacturer of construction 2604 William Drive temporary heaters); President and Director, Valparaiso, IN Manufacturers Products, Inc. (distributor of DIRECTOR portable construction heaters); President, Portable Began serving: Heater Parts, a division of Manufacturers Products, November 2001 Inc. Previous Position: Vice President, Walsh & Kelly, Inc. - ------------------------------------------------------------------------------ OFFICERS Name Birth Date Positions Held with Trust Principal Occupation(s) for Past Five Years and Date Began Serving Previous Position(s) John W. McGonigle Principal Occupations: Executive Vice President and Birth Date: October 26, Secretary of the Federated Fund Complex; Vice 1938 Chairman, Executive Vice President, Secretary and EXECUTIVE VICE Director, Federated Investors, Inc. PRESIDENT AND SECRETARY Began serving: Previous Positions: Trustee, Federated Investment November 2000 Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp. Richard A Novak Principal Occupations: Principal Financial Officer Birth Date: and Treasurer of the Federated Fund Complex; Senior December 25, 1963 Vice President, Federated Administrative Services; TREASURER Financial and Operations Principal for Federated Began serving: Securities Corp., Edgewood Services, Inc. and January 1, 2006 Southpointe Distribution Services, Inc.; Senior Vice President and Controller of Federated Investors, Inc. Previous Positions: Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Anderson & Co. Richard B. Fisher Principal Occupations: Vice Chairman or Vice Birth Date: May 17, 1923 President of some of the Funds in the Federated Fund VICE CHAIRMAN Complex; Vice Chairman, Federated Investors, Inc.; Began serving: Chairman, Federated Securities Corp. August 2002 Previous Positions: President and Director or Trustee of some of the Funds in the Federated Fund Complex; Executive Vice President, Federated Investors, Inc. and Director and Chief Executive Officer, Federated Securities Corp. Robert J. Ostrowski Principal Occupations: Robert J. Ostrowski joined Birth Date: April 26, Federated in 1987 as an Investment Analyst and 1963 became a Portfolio Manager in 1990. He was named CHIEF INVESTMENT OFFICER Chief Investment Officer of taxable fixed income Began serving: May 2004 products in 2004 and also serves as a Senior Portfolio Manager. He has been a Senior Vice President of the Fund's Adviser since 1997. Mr. Ostrowski is a Chartered Financial Analyst. He received his M.S. in Industrial Administration from Carnegie Mellon University. Todd A. Abraham Todd A. Abraham is Vice President of the Trust. Birth Date: Mr. Abraham has been a Portfolio Manager since 1995 February 10, 1966 and a Vice President of the Fund's Adviser since VICE PRESIDENT 1997. Mr. Abraham joined Federated in 1993 as an Began serving: May 2004 Investment Analyst and served as Assistant Vice President from 1995 to 1997. Mr. Abraham served as a Portfolio Analyst at Ryland Mortgage Co. from 1992-1993. Mr. Abraham is a Chartered Financial Analyst and received his M.B.A. in Finance from Loyola College. David P. Gilmore David P. Gilmore is Vice President of the Trust. Birth Date: Mr. Gilmore joined Federated in August 1997 as an November 11, 1970 Investment Analyst. He was promoted to Senior VICE PRESIDENT Investment Analyst in July 1999 and became a Vice Began serving: May 2004 President of the Fund's Adviser in July 2001. Mr. Gilmore was a Senior Associate with Coopers & Lybrand from January 1992 to May 1995. Mr. Gilmore is a Chartered Financial Analyst and attended the University of Virginia, where he earned his M.B.A., from September 1995 to May 1997. Mr. Gilmore has a B.S. from Liberty University. Robert M. Kowit Robert M. Kowit has been the Fund's Portfolio Birth Date: June 27, Manager since inception. He is Vice President of the 1945 Trust. Mr. Kowit joined Federated in 1995 as a VICE PRESIDENT Senior Portfolio Manager and a Vice President of the Began serving: Fund's Adviser. Mr. Kowit served as a Managing February 2001 Partner of Copernicus Global Asset Management from January 1995 through October 1995. From 1990 to 1994, he served as Senior Vice President/Portfolio Manager of International Fixed Income and Foreign Exchange for John Hancock Advisers. Mr. Kowit received his M.B.A. from Iona College with a concentration in finance. - ------------------------------------------------------------------------------ BOARD REVIEW OF ADVISORY CONTRACT As required by the Act, the Fund's Board has reviewed the Fund's investment advisory contract. The Board's decision to approve the contract reflects the exercise of its business judgment on whether to continue the existing arrangements. The Fund is unusual in that it is designed for the efficient management of a particular asset class and is made available for investment only to other Federated funds and a limited number of other separate accounts. In addition, the Fund does not pay an investment advisory fee. During its review of the investment advisory contract, the Board considers many factors, among the most material of which are: the Fund's investment objectives; the Adviser's management philosophy, personnel, processes, and investment and operating strategies; long term performance; the range and quality of services provided to the Fund by the Federated organization in addition to investment advisory services; and the Fund's relationship to the Federated family of funds. In its decision to appoint or renew the Adviser, the Board is mindful of the potential disruptions of the Fund's operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. As previously noted, the Fund does not pay an investment advisory fee; however, the Board does consider the compensation and benefits received by the Adviser, including fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute fund trades. In this regard, the Board is aware that various courts have interpreted provisions of the Act and have indicated in their decisions that the following factors may be relevant to an Adviser's fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser's cost of providing the services; the extent to which the Adviser may realize "economies of scale" as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser's relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts bearing on the Adviser's service and fee. The Fund's Board is aware of these factors and is guided by them in its review of the Fund's advisory contract to the extent they are appropriate and relevant, as discussed further below. The Board considers and weighs these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated funds, and is assisted in its deliberations by the advice of independent legal counsel. In this regard, the Board requests and receives substantial and detailed information about the Fund and the Federated organization. Federated provides much of this information at each regular meeting of the Board, and furnishes additional reports in connection with the particular meeting at which the Board's formal review of the advisory contract occurs. In between regularly scheduled meetings, the Board may receive information on particular matters as the need arises. Thus, the Board's evaluation of an advisory contract is informed by reports covering such matters as: the Adviser's investment philosophy, personnel, and processes; operating strategies; the Fund's short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or "peer group" funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations; the use and allocation of brokerage commissions derived from trading the Fund's portfolio securities (if any); the nature and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates; compliance and audit reports concerning the Federated funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated's responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated funds and/or Federated are responding to them. The evaluation process is evolutionary, reflecting continually developing considerations. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace. For the past year, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates was satisfactory. The Board also receives financial information about Federated, including reports on the compensation and benefits Federated derives from its relationships with the Federated funds. Because the Fund does not pay an advisory fee, these reports generally cover fees received by Federated's subsidiaries for providing other services to the Fund under separate contracts (e.g., for serving as the Funds' administrator). The reports also discuss any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated fund trades as well as waivers of fees and/or reimbursements of expenses. The Board bases its decision to approve an advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above are relevant to the Fund, nor does the Board consider any one of them to be determinative. In particular, due to the unusual nature of the Fund as primarily an internal product with no advisory fee, the Board does not consider the profitability of the Adviser, the cost of providing the advisory services or the assessment of whether economies of scale would be realized if the Fund were to grow to some sufficient size to be relevant. With respect to the factors that are relevant, the Board's decision to approve the contract reflects its determination that Federated's performance and actions provide a satisfactory basis to support the decision to continue the existing arrangements. VOTING PROXIES ON FUND PORTFOLIO SECURITIES A description of the policies and procedures that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund's portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on "Form N-PX" of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available from the EDGAR database on the SEC's website at www.sec.gov. QUARTERLY PORTFOLIO SCHEDULE The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on "Form N-Q." These filings are available on the SEC's website at www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal. This report is authorized for distribution to prospective investors only when preceded or accompanied by the Fund's prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information. Cusip 31409R102 28172 (1/06) CAPITAL APPRECIATION CORE FUND ANNUAL REPORT November 30, 2005 FINANCIAL HIGHLIGHTS SHAREHOLDER EXPENSE EXAMPLE MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE PORTFOLIO OF INVESTMENTS SUMMARY TABLE PORTFOLIO OF INVESTMENTS STATEMENT OF ASSETS AND LIABILITIES STATEMENT OF OPERATIONS STATEMENT OF CHANGES IN NET ASSETS NOTES TO FINANCIAL STATEMENTS REPORT OF INDEPENDENT AUDITORS BOARD OF DIRECTORS AND TRUST OFFICERS BOARD REVIEW OF ADVISORY CONTRACT VOTING PROXIES ON FUND PORTFOLIO SECURITIES QUARTERLY PORTFOLIO SCHEDULE FINANCIAL HIGHLIGHTS (For a Share Outstanding Throughout Each Period) Period Year Ended November 30 Ended 2005 2004 11/30/2003(1) Net Asset Value, Beginning of Period $11.21 $10.14 $10.00 Income From Investment Operations: Net investment income 0.22 (2) 0.25 0.01 Net realized and unrealized gain on investments 0.52 0.82 0.13 TOTAL FROM INVESTMENT OPERATIONS 0.74 1.07 0.14 Net Asset Value, End of Period $11.95 $11.21 $10.14 Total Return(3) 6.60% 10.55% 1.40% Ratios to Average Net Assets: Net expenses 0.05%(5) 0.05% 0.05%(4) Net investment income 1.89% 2.09% 2.21%(4) Expense waiver/reimbursement(6) 0.11% 0.08% 0.49%(4) Supplemental Data: Net assets, end of period (000 omitted) $162,139 $197,818 $185,555 Portfolio turnover 51% 55% 8% - ------------------------------------------------------------------------------ 1 Reflects operations for the period from October 28, 2003 (date of initial investment) to November 30, 2003. 2 Based on average shares outstanding. 3 Based on net asset value, which does not reflect the sales charge, redemption fee or contingent deferred sales charge, if applicable. Total returns for periods of less than one year are not annualized. 4 Computed on an annualized basis. 5 The expense ratio is calculated without reduction for fees paid indirectly for directed brokerage arrangements. The expense ratio is 0.05% for the year ended November 30, 2005 after taking into account these expense reductions. 6 This expense decrease is reflected in both the net expense and the net investment income ratios shown above. See Notes which are an integral part of the Financial Statements SHAREHOLDER EXPENSE EXAMPLE As a shareholder of the Fund, you incur ongoing costs, to the extent applicable, management fees, distribution (12b-1) fees and/or shareholder services fees; and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from June 1, 2005 to November 30, 2005. ACTUAL EXPENSES The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled "Expenses Paid During Period" to estimate the expenses attributable to your investment during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are provided to enable you to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. Beginning Ending Account Value Account Value Expenses Paid 6/1/2005 11/30/2005 During Period 1 Actual $1,000 $1,042.80 $0.26 Hypothetical (assuming a 5% return before expenses) $1,000 $1,024.82 $0.25 1.....Expenses are equal to the Fund's annualized net expense ratio of 0.05%, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period). - ------------------------------------------------------------------------------ MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE This report covers Capital Appreciation Core Fund's fiscal year performance period from December 1, 2004, through November 30, 2005. During this period, the Fund produced a total return of 6.60%. The Fund underperformed its benchmark, the Standard & Poor's 500 Index(1) (S&P 500), which returned 8.46% during the same period. The Fund also trailed its peer group as measured by the Lipper Large Cap Core Funds Average(2) category, which produced a total return of 8.20% for the same period. Stock prices were lower in the first five months of the reporting period before rising during the summer months. The total return of the S&P 500 for the December to April period was (0.74)% and for the May to July period was 7.17%. Stock prices were flat to slightly down in August and September before rising in the final two months of the reporting period with the S&P 500 returning (0.11)% for the August to September period and 2.07% for the October to November period. In general, small and mid cap investment strategies outperformed large cap strategies during the reporting period. This negatively influenced the Fund's relative performance, as it had a larger market cap bias as compared to the index. Value-based strategies generally slightly outperformed growth-based strategies. This had a slightly positive influence on the Fund's performance as it had a slight value tilt during most of the year. Both stock selection and sector allocation were negative contributors to the Fund's negative relative performance. From a sector positioning standpoint the Fund's returns were limited by its cash position in a rising market. The Fund also was negatively impacted by being underweight Healthcare and Utilities. The Fund's returns were aided overall by being underweight Financials, early in the year followed by a move to overweight later in the year. The Fund also benefited from being overweight Consumer Staples early in the year followed by a move to underweight later in the year, as well as being underweight Industrials, on average. On a stock selection basis, the Fund's return was hindered by stock performance within Healthcare, Energy and Industrials. The Fund benefited from stock performance within Consumer Staples, Information Technology and Consumer Discretionary. Top Contributors during the year were: Altria Group, Inc., Exxon Mobil Corp., Transocean Sedco Forex, Inc., Gillette Co. and Intel Corp. Bottom Contributors during the year were: Pfizer, Inc., Federal National Mortgage Association, Dell, Inc., Verizon Communications and Tyco International Ltd. 1 The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Investments cannot be made in an index. 2 Lipper figures represent the average total returns reported by all mutual funds designated by Lipper, Inc. as falling into the category indicated. These figures do not reflect sales charges. Investments cannot be made in an average. GROWTH OF A $10,000 INVESTMENT The graph below illustrates the hypothetical investment of $10,000(1) in Capital Appreciation Core Fund (the "Fund") from October 28, 2003 (start of performance) to November 30, 2005, compared to the Standard and Poor's 500 Index (S&P 500)(2). Average Annual Total Returns for the Period Ended 11/30/2005 1 Year 6.60% Start of Performance (10/28/2003) 8.88% - ------------------------------------------------------------------------------ The graphic presentation here displayed consists of a line graph. The corresponding components of the line graph are listed underneath. Capital Appreciation Core Fund (the "Fund") is represented by a solid line. The Standard and Poor's 500 Index is represented by a dotted line. The line graph is a visual representation of a comparison of change in value of a $10,000 hypothetical investment in shares of the Fund and the Standard and Poor's 500 Index . The "x" axis reflects computation periods from October 28, 2003 to November 30, 2005. The "y" axis reflects the cost of the investment. The right margin reflects the ending value of the hypothetical investment in the Fund's shares as compared to the Standard and Poor's 500 Index. The ending values were $11,950 and $12,588, respectively. Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. 1 Represents a hypothetical investment of $10,000. The Fund's performance assumes the reinvestment of all dividends and distributions. The S&P 500 has been adjusted to reflect reinvestment of dividends on securities in the index. 2 The S&P 500 is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund's performance. The index is unmanaged, and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index. PORTFOLIO OF INVESTMENTS SUMMARY TABLE At November 30, 2005, the Fund's sector composition1 was as follows: Percentage of Sector Total Net Assets Financials 22.9% Information Technology 16.3% Healthcare 13.2% Energy 12.5% Consumer Discretionary 10.9% Industrials 8.7% Consumer Staples 7.2% Telecommunication Services 6.1% Materials 0.9% Cash Equivalents(2) 1.1% Other Assets and Liabilities - 0.2% Net(3) TOTAL 100.0% 1 Except for Cash Equivalents and Other Assets and Liabilities, sector classifications are based upon, and individual portfolio securities are assigned to, the classifications of the Global Industry Classification Standard (GICS) except that the adviser assigns a classification to securities not classified by the GICS and to securities for which the adviser does not have access to the classification made by the GICS. - ------------------------------------------------------------------------------ 2 Cash Equivalents includes any investments in money market mutual funds and/or overnight repurchase agreements. 3 See Statement of Assets and Liabilities. PORTFOLIO OF INVESTMENTS November 30, 2005 Shares or Principal Amount Value COMMON STOCKS--98.7% Consumer Discretionary--10.9% 13,000 Gap (The), Inc. $ 225,940 81,200 Home Depot, Inc. 3,392,536 26,100 (1)Interpublic Group Cos., Inc. 243,252 65,700 Mattel, Inc. 1,093,905 93,300 McDonald's Corp. 3,158,205 22,000 Nike, Inc., Class B 1,876,600 47,300 Target Corp. 2,531,023 140,600 Time Warner, Inc. 2,527,988 78,913 Viacom, Inc., Class B 2,635,694 TOTAL 17,685,143 Consumer Staples--7.2% 43,200 Altria Group, Inc. 3,144,528 78,400 Coca-Cola Co. 3,346,896 54,600 (1)Kroger Co. 1,062,516 27,400 PepsiCo, Inc. 1,622,080 28,958 Procter & Gamble Co. 1,656,108 17,800 Wal-Mart Stores, Inc. 864,368 TOTAL 11,696,496 Energy--12.5% 13,500 Apache Corp. 881,280 89,274 Chevron Corp. 5,116,293 26,600 ConocoPhillips 1,609,566 12,000 (1)Cooper Cameron Corp. 955,560 130,064 Exxon Mobil Corp. 7,547,614 18,800 GlobalSantaFe Corp. 852,768 52,500 (1)Transocean Sedco Forex, Inc. 3,351,600 TOTAL 20,314,681 Financials--22.9% 59,500 Ace Ltd. 3,302,250 44,804 Allstate Corp. 2,513,504 47,916 American International Group, Inc. 3,217,080 54,792 Bank of America Corp. 2,514,405 75,765 Citigroup, Inc. 3,678,391 39,700 Federal Home Loan Mortgage Corp. 2,479,265 46,100 Federal National Mortgage Association 2,215,105 14,300 Goldman Sachs Group, Inc. 1,844,128 57,500 J.P. Morgan Chase & Co. 2,199,375 63,100 MBNA Corp. 1,689,187 62,300 Merrill Lynch & Co., Inc. 4,137,966 67,400 Morgan Stanley 3,776,422 55,700 Wells Fargo & Co. 3,500,745 TOTAL 37,067,823 Healthcare--13.2% 61,400 Abbott Laboratories 2,315,394 57,200 Baxter International, Inc. 2,224,508 16,000 (1)Cephalon, Inc. 813,600 67,300 Johnson & Johnson 4,155,775 29,100 McKesson HBOC, Inc. 1,463,730 46,400 Medtronic, Inc. 2,578,448 36,900 Merck & Co., Inc. 1,084,860 173,741 Pfizer, Inc. 3,683,309 74,600 Wyeth 3,100,376 TOTAL 21,420,000 Industrials--8.7% 17,800 Deere & Co. 1,234,430 143,400 General Electric Co. 5,122,248 35,500 Northrop Grumman Corp. 2,036,635 94,100 Tyco International Ltd. 2,683,732 38,300 United Parcel Service, Inc. 2,983,570 TOTAL 14,060,615 Information Technology--16.3% 126,200 Applied Materials, Inc. 2,285,482 96,400 (1)Cisco Systems, Inc. 1,690,856 54,400 (1)Dell, Inc. 1,640,704 174,500 (1)EMC Corp. Mass 2,430,785 2,700 (1)Google Inc. 1,093,473 28,500 IBM Corp. 2,533,650 94,600 Intel Corp. 2,523,928 21,600 KLA-Tencor Corp. 1,105,704 236,300 Microsoft Corp. 6,547,873 201,100 (1)Oracle Corp. 2,527,827 31,100 Paychex, Inc. 1,318,951 53,800 (1)Xerox Corp. 763,960 TOTAL 26,463,193 Materials--0.9% 54,000 Alcoa, Inc. 1,480,140 Telecommunication Services--6.1% 131,700 AT&T, Inc. 3,280,647 19,900 Alltel Corp. 1,329,917 95,600 BellSouth Corp. 2,606,056 80,418 Verizon Communications 2,571,768 TOTAL 9,788,388 TOTAL COMMON STOCKS (IDENTIFIED COST $142,480,020) 159,976,479 REPURCHASE AGREEMENT--1.1% $ 1,832,000 Interest in $3,275,000,000 joint repurchase agreement 4.04%, dated 11/30/2005 under which Bank of America N.A. will repurchase a U.S. Government Agency security with a maturity of 7/1/2035 for $3,275,367,528 on 12/1/2005. The market value of the underlying security at the end of the period was $3,340,500,000 (AT AMORTIZED COST) 1,832,000 TOTAL INVESTMENTS---99.8% (IDENTIFIED COST $144,312,020)(2) 161,808,479 OTHER ASSETS AND LIABILITIES---NET--0.2% 330,338 TOTAL NET ASSETS---100% $ 162,138,817 - ------------------------------------------------------------------------------ 1 Non-income producing security. 2 The cost of investments for federal tax purposes amounts to $144,312,020. Note: The categories of investments are shown as a percentage of total net assets at November 30, 2005. See Notes which are an integral part of the Financial Statements STATEMENT OF ASSETS AND LIABILITIES November 30, 2005 Assets: Total investments in securities, at value (identified cost $144,312,020) $ 161,808,479 Cash 506 Income receivable 464,047 Receivable for investments sold 1,301,140 TOTAL ASSETS 163,574,172 Liabilities: Payable for investments purchased $1,389,855 Payable for custodian fees 4,568 Payable for transfer and dividend disbursing agent fees and expenses 3,188 Payable for portfolio accounting fees 4,933 Accrued expenses 32,811 TOTAL LIABILITIES 1,435,355 Net assets for 13,563,142 shares outstanding $ 162,138,817 Net Assets Consist of: Paid-in capital $ 127,350,098 Net unrealized appreciation of investments 17,496,459 Accumulated net realized gain on investments 9,326,997 Undistributed net investment income 7,965,263 TOTAL NET ASSETS $ 162,138,817 Net Asset Value, Offering Price and Redemption Proceeds Per Share $162,138,817 / 13,563,142 shares outstanding, no par value, unlimited shares authorized $11.95 - ------------------------------------------------------------------------------ See Notes which are an integral part of the Financial Statements STATEMENT OF OPERATIONS Year Ended November 30, 2005 Investment Income: Dividends $ 3,352,184 Interest 117,053 TOTAL INCOME 3,469,237 Expenses: Administrative personnel and services fee (Note 5) 150,000 Custodian fees 13,536 Transfer and dividend disbursing agent fees and expenses 12,996 Directors'/Trustees' fees 8,421 Auditing fees 22,117 Legal fees 5,479 Portfolio accounting fees 79,851 Insurance premiums 10,779 Miscellaneous 8,290 TOTAL EXPENSES 311,469 Waivers, Reimbursement and Expense Reduction: Waiver of administrative personnel and services fee (Note 5) $ (150,000 ) Waiver of transfer and dividend disbursing agent fees and expenses (1,313 ) Reimbursement of other operating expenses (Note 5) (61,938 ) Fees paid indirectly from directed brokerage arrangements (8,682 ) TOTAL WAIVERS, REIMBURSEMENT AND EXPENSE REDUCTION (221,933 ) Net expenses 89,536 Net investment income 3,379,701 Realized and Unrealized Gain on Investments: Net realized gain on investments 5,684,190 Net change in unrealized appreciation of 2,406,695 investments Net realized and unrealized gain on 8,090,885 investments Change in net assets resulting from operations $ 11,470,586 - ------------------------------------------------------------------------------ See Notes which are an integral part of the Financial Statements STATEMENT OF CHANGES IN NET ASSETS Year Ended November 30 2005 2004 Increase (Decrease) in Net Assets Operations: Net investment income $ 3,379,701 $ 4,362,421 Net realized gain on investments 5,684,190 3,813,589 Net change in unrealized appreciation/depreciation of investments 2,406,695 12,487,319 CHANGE IN NET ASSETS RESULTING FROM OPERATIONS 11,470,586 20,663,329 Share Transactions: Contributions ---- 28,600,100 Withdrawals (47,150,000) (37,000,001) CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS (47,150,000) (8,399,901) Change in net assets (35,679,414) 12,263,428 Net Assets: Beginning of period 197,818,231 185,554,803 End of period (including undistributed net investment income of $7,965,263 and $4,585,562, respectively) $ 162,138,817 $ 197,818,231 - ------------------------------------------------------------------------------ See Notes which are an integral part of the Financial Statements NOTES TO FINANCIAL STATEMENTS November 30, 2005 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 three portfolios. The financial statements included herein are only those of the Fund. The investment objective of the Fund is to provide capital appreciation. 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. If unavailable, the security is generally valued at the mean between the last closing bid and asked prices. The Fund generally values short-term securities according to prices furnished by an independent pricing service, except that short-term securities with remaining maturities of less than 60 days at the time of purchase may be valued at amortized cost. Securities for which no quotations are readily available 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 and Distributions 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. Realized gains and losses from investment transactions are recorded on an identified cost basis. 3. CONTRIBUTIONS/WITHDRAWALS Transactions in shares were as follows: Year Ended November 30 2005 2004 Proceeds from contributions --- 2,713,791 Fair value withdrawals (4,089,855) (3,366,781) TOTAL CHANGE RESULTING FROM (4,089,855) (652,990) CONTRIBUTIONS/WITHDRAWALS 4. FEDERAL TAX INFORMATION - ------------------------------------------------------------------------------ At November 30, 2005, the cost of investments for federal tax purposes was $144,312,020. The net unrealized appreciation of investments for federal tax purposes was $17,496,459. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $21,162,549 and net unrealized depreciation from investments for those securities having an excess of cost over value of $3,666,090. 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), under the Administrative Services Agreement, provides the Fund with administrative personnel and services. The fee paid to FASI is based on the average aggregate daily net assets of the Trust as specified below: Average Aggregate Daily Net Assets Maximum Administrative Fee of the Trust 0.150% on the first $5 billion 0.125% on the next $5 billion 0.100% on the next $10 billion 0.075% on assets in excess of $20 billion - ------------------------------------------------------------------------------ The administrative fee received during any fiscal year shall be at least $150,000 per portfolio. 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. Expense Reduction The Fund directs portfolio trades to a broker that in turn pays a portion of the Fund's operating expenses. For the year ended November 30, 2005, the Fund's expenses were reduced by $8,682 under these arrangements. General Certain of the Officers and Directors of the Fund 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, for the year ended November 30, 2005, were as follows: Purchases $ 88,831,261 Sales $ 129,722,730 7. LEGAL PROCEEDINGS - ------------------------------------------------------------------------------ Beginning 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. 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. These lawsuits began to be filed shortly after Federated's first public announcement that it had received requests for information on shareholder trading activities in the Funds from the Securities and Exchange Commission ("SEC"), the Office of the New York State Attorney General ("NYAG"), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and rule 12b-1 fees. 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 may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys' fees and expenses, and future potential similar suits is uncertain. Although we do 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 the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds. REPORT OF INDEPENDENT AUDITORS TO THE BOARD OF DIRECTORS OF FEDERATED CORE TRUST II, L.P. AND SHAREHOLDERS OF CAPITAL APPRECIATION CORE FUND: We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Capital Appreciation Core Fund (the "Fund") (one of the portfolios constituting Federated Core Trust II, L.P.) as of November 30, 2005, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2005, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Capital Appreciation Core Fund of Federated Core Trust II, L.P. at November 30, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States. Ernst & Young LLP Boston, Massachusetts January 13, 2006 BOARD OF DIRECTORS AND TRUST OFFICERS The Board is responsible for managing the Trust's business affairs and for exercising all the Trust's powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are "interested persons" of the Fund (i.e., "Interested" Board members) and those who are not (i.e., "Independent" Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2005, the Trust comprised three portfolios, and the Federated Fund Complex consisted of 43 investment companies (comprising 136 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund's Statement of Additional Information includes additional information about Trust Directors and is available, without charge and upon request, by calling 1-800-341-7400. INTERESTED DIRECTORS BACKGROUND Name Birth Date Address Positions Held with Trust Principal Occupation(s) for Past Five Years, Other Directorships Date Service Began Held and Previous Position(s) John F. Donahue* Principal Occupations: Director or Trustee of the Federated Fund Birth Date: July 28, Complex; Chairman and Director, Federated Investors, Inc. 1924 DIRECTOR Previous Positions: Chairman of the Federated Fund Complex; Began serving: Trustee, Federated Investment Management Company and Chairman and November 2000 Director, Federated Investment Counseling. J. Christopher Donahue* Principal Occupations: Principal Executive Officer and President Birth Date: April 11, of the Federated Fund Complex; Director or Trustee of some of the 1949 Funds in the Federated Fund Complex; President, Chief Executive PRESIDENT AND DIRECTOR Officer and Director, Federated Investors, Inc.; Chairman and Began serving: Trustee, Federated Investment Management Company; Trustee, November 2000 Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Passport Research, Ltd. (Investment advisory subsidiary of Federated) and Passport Research II, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company. Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd. Lawrence D. Ellis, M.D.* Principal Occupations: Director or Trustee of the Federated Fund Birth Date: October 11, Complex; Professor of Medicine, University of Pittsburgh; Medical 1932 Director, University of Pittsburgh Medical Center Downtown; 3471 Fifth Avenue Hematologist, Oncologist and Internist, University of Pittsburgh Suite 1111 Medical Center. Pittsburgh, PA DIRECTOR Other Directorships Held: Member, National Board of Trustees, Began serving: Leukemia Society of America. November 2001 Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center. - ------------------------------------------------------------------------------ * Family relationships and reasons for "interested" status: John F. Donahue is the father of J. Christopher Donahue; both are "interested" due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is "interested" because his son-in-law is employed by the Fund's principal underwriter, Federated Securities Corp. INDEPENDENT DIRECTORS BACKGROUND Name Birth Date Address Positions Held with Trust Principal Occupation(s) for Past Five Years, Other Directorships Date Service Began Held and Previous Position(s) Thomas G. Bigley Principal Occupation: Director or Trustee of the Federated Fund Birth Date: February 3, Complex. 1934 15 Old Timber Trail Other Directorships Held: Director, Member of Executive Committee, Pittsburgh, PA Children's Hospital of Pittsburgh; Director, University of DIRECTOR Pittsburgh. Began serving: November 2001 Previous Position: Senior Partner, Ernst & Young LLP. John T. Conroy, Jr. Principal Occupations: Director or Trustee of the Federated Fund Birth Date: June 23, Complex; Chairman of the Board, Investment Properties Corporation; 1937 Partner or Trustee in private real estate ventures in Southwest Investment Properties Florida. Corporation 3838 North Tamiami Previous Positions: President, Investment Properties Corporation; Trail Senior Vice President, John R. Wood and Associates, Inc., Suite 402 Realtors; President, Naples Property Management, Inc. and Naples, FL Northgate Village Development Corporation. DIRECTOR Began serving: November 2001 Nicholas P. Constantakis Principal Occupations: Director or Trustee of the Federated Fund Birth Date: Complex. September 3, 1939 175 Woodshire Drive Other Directorships Held: Director and Member of the Audit Pittsburgh, PA Committee, Michael Baker Corporation (engineering and energy DIRECTOR services worldwide). Began serving: November 2001 Previous Position: Partner, Andersen Worldwide SC. John F. Cunningham Principal Occupation: Director or Trustee of the Federated Fund Birth Date: March 5, Complex. 1943 353 El Brillo Way Other Directorships Held: Chairman, President and Chief Executive Palm Beach, FL Officer, Cunningham & Co., Inc. (strategic business consulting); DIRECTOR Trustee Associate, Boston College. Began serving: November 2001 Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc. Peter E. Madden Principal Occupation: Director or Trustee of the Federated Fund Birth Date: March 16, Complex. 1942 One Royal Palm Way Other Directorships Held: Board of Overseers, Babson College. 100 Royal Palm Way DIRECTOR Previous Positions: Representative, Commonwealth of Massachusetts Began serving: General Court; President, State Street Bank and Trust Company and November 2001 State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange. Charles F. Mansfield, Principal Occupations: Director or Trustee of the Federated Fund Jr. Complex; Management Consultant. Birth Date: April 10, 1945 Previous Positions: Chief Executive Officer, PBTC International 80 South Road Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Westhampton Beach, NY Chief Financial Officer of Retail Banking Sector, Chase Manhattan DIRECTOR Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Began serving: Midland Bank); Vice President, Citibank; Assistant Professor of November 2001 Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President, DVC Group, Inc. (marketing communications and technology). John E. Murray, Jr., Principal Occupations: Director or Trustee, and Chairman of the J.D., S.J.D. Board of Directors or Trustees, of the Federated Fund Complex; Birth Date: Chancellor and Law Professor, Duquesne University; Partner, December 20, 1932 Murray, Hogue and Lannis. Chancellor, Duquesne University Other Directorships Held: Director, Michael Baker Corp. Pittsburgh, PA (engineering, construction, operations and technical services). DIRECTOR Began serving: Previous Positions: President, Duquesne University; Dean and November 2001 Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law. Marjorie P. Smuts Principal Occupations: Director or Trustee of the Federated Fund Birth Date: June 21, Complex; Public Relations/Marketing Consultant/Conference 1935 Coordinator. 4905 Bayard Street Pittsburgh, PA Previous Positions: National Spokesperson, Aluminum Company of DIRECTOR America; television producer; President, Marj Palmer Assoc.; Began serving: Owner, Scandia Bord. November 2001 John S. Walsh Principal Occupations: Director or Trustee of the Federated Fund Birth Date: Complex; President and Director, Heat Wagon, Inc. (manufacturer of November 28, 1957 construction temporary heaters); President and Director, 2604 William Drive Manufacturers Products, Inc. (distributor of portable construction Valparaiso, IN heaters); President, Portable Heater Parts, a division of DIRECTOR Manufacturers Products, Inc. Began serving: November 2001 Previous Position: Vice President, Walsh & Kelly, Inc. OFFICERS - ------------------------------------------------------------------------------ Name Principal Occupation(s) for Past Five Years and Birth Date Previous Position(s) Positions Held with Trust Date Began Serving John W. McGonigle Principal Occupations: Executive Vice President and Birth Date: Secretary of the Federated Fund Complex; Vice October 26, 1938 Chairman, Executive Vice President, Secretary and EXECUTIVE VICE Director, Federated Investors, Inc. PRESIDENT AND SECRETARY Previous Positions: Trustee, Federated Investment Began serving: Management Company and Federated Investment November 2000 Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp. Richard A Novak Principal Occupations: Principal Financial Officer Birth Date: and Treasurer of the Federated Fund Complex; Senior December 25, 1963 Vice President, Federated Administrative Services; TREASURER Financial and Operations Principal for Federated Began serving: Securities Corp., Edgewood Services, Inc. and January 1, 2006 Southpointe Distribution Services, Inc.; Senior Vice President and Controller of Federated Investors, Inc. Previous Positions: Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Anderson & Co. Richard B. Fisher Principal Occupations: Vice Chairman or Vice Birth Date: May 17, President of some of the Funds in the Federated Fund 1923 Complex; Vice Chairman, Federated Investors, Inc.; VICE CHAIRMAN Chairman, Federated Securities Corp. Began serving: August 2002 Previous Positions: President and Director or Trustee of some of the Funds in the Federated Fund Complex; Executive Vice President, Federated Investors, Inc. and Director and Chief Executive Officer, Federated Securities Corp. Stephen F. Auth Principal Occupations: Chief Investment Officer of Birth Date: this Fund and various other Funds in the Federated September 3, 1956 Fund Complex; Executive Vice President, Federated CHIEF INVESTMENT Investment Counseling, Federated Global Investment OFFICER Management Corp., Federated Equity Management Began serving: Company of Pennsylvania and Passport Research II, May 2004 Ltd. (Investment advisory subsidiary of Federated). Previous Positions: Executive Vice President, Federated Investment Management Company, and Passport Research, Ltd. (Investment advisory subsidiary of Federated); Senior Vice President, Global Portfolio Management Services Division; Senior Vice President, Federated Investment Management Company and Passport Research, Ltd.; Senior Managing Director and Portfolio Manager, Prudential Investments. Todd A. Abraham Todd A. Abraham is Vice President of the Trust. Birth Date: Mr. Abraham has been a Portfolio Manager since 1995 February 10, 1966 and a Vice President of the Fund's Adviser since VICE PRESIDENT 1997. Mr. Abraham joined Federated in 1993 as an Began serving: Investment Analyst and served as Assistant Vice May 2004 President from 1995 to 1997. Mr. Abraham served as a Portfolio Analyst at Ryland Mortgage Co. from 1992-1993. Mr. Abraham is a Chartered Financial Analyst and received his M.B.A. in Finance from Loyola College. David P. Gilmore David P. Gilmore has been the Fund's Portfolio Birth Date: Manager since inception. He is Vice President of the November 11, 1970 Trust. Mr. Gilmore joined Federated in August 1997 VICE PRESIDENT as an Investment Analyst. He was promoted to Senior Began serving: Investment Analyst in July 1999 and became a Vice May 2004 President of the Fund's Adviser in July 2001. Mr. Gilmore was a Senior Associate with Coopers & Lybrand from January 1992 to May 1995. Mr. Gilmore is a Chartered Financial Analyst and attended the University of Virginia, where he earned his M.B.A., from September 1995 to May 1997. Mr. Gilmore has a B.S. from Liberty University. Robert M. Kowit Robert M. Kowit is Vice President of the Trust. Birth Date: Mr. Kowit joined Federated in 1995 as a Senior June 27, 1945 Portfolio Manager and a Vice President of the Fund's VICE PRESIDENT Adviser. Mr. Kowit served as a Managing Partner of Began serving: Copernicus Global Asset Management from January 1995 February 2001 through October 1995. From 1990 to 1994, he served as Senior Vice President/Portfolio Manager of International Fixed Income and Foreign Exchange for John Hancock Advisers. Mr. Kowit received his M.B.A. from Iona College with a concentration in finance. - ------------------------------------------------------------------------------ BOARD REVIEW OF ADVISORY CONTRACT As required by the Act, the Fund's Board has reviewed the Fund's investment advisory contract. The Board's decision to approve the contract reflects the exercise of its business judgment on whether to continue the existing arrangements. The Fund is unusual in that it is designed for the efficient management of a particular asset class and is made available for investment only to other Federated funds and a limited number of other separate accounts. In addition, the Fund does not pay an investment advisory fee. During its review of the investment advisory contract, the Board considers many factors, among the most material of which are: the Fund's investment objectives; the Adviser's management philosophy, personnel, processes, and investment and operating strategies; long term performance; the range and quality of services provided to the Fund by the Federated organization in addition to investment advisory services; and the Fund's relationship to the Federated family of funds. In its decision to appoint or renew the Adviser, the Board is mindful of the potential disruptions of the Fund's operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. As previously noted, the Fund does not pay an investment advisory fee; however, the Board does consider the compensation and benefits received by the Adviser, including fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute fund trades. In this regard, the Board is aware that various courts have interpreted provisions of the Act and have indicated in their decisions that the following factors may be relevant to an Adviser's fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser's cost of providing the services; the extent to which the Adviser may realize "economies of scale" as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser's relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts bearing on the Adviser's service and fee. The Fund's Board is aware of these factors and is guided by them in its review of the Fund's advisory contract to the extent they are appropriate and relevant, as discussed further below. The Board considers and weighs these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated funds, and is assisted in its deliberations by the advice of independent legal counsel. In this regard, the Board requests and receives substantial and detailed information about the Fund and the Federated organization. Federated provides much of this information at each regular meeting of the Board, and furnishes additional reports in connection with the particular meeting at which the Board's formal review of the advisory contract occurs. In between regularly scheduled meetings, the Board may receive information on particular matters as the need arises. Thus, the Board's evaluation of an advisory contract is informed by reports covering such matters as: the Adviser's investment philosophy, personnel, and processes; operating strategies; the Fund's short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or "peer group" funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations; the use and allocation of brokerage commissions derived from trading the Fund's portfolio securities (if any); the nature and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates; compliance and audit reports concerning the Federated funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated's responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated funds and/or Federated are responding to them. The evaluation process is evolutionary, reflecting continually developing considerations. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace. For the past year, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates was satisfactory. The Board also receives financial information about Federated, including reports on the compensation and benefits Federated derives from its relationships with the Federated funds. Because the Fund does not pay an advisory fee, these reports generally cover fees received by Federated's subsidiaries for providing other services to the Fund under separate contracts (e.g., for serving as the Funds' administrator). The reports also discuss any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated fund trades as well as waivers of fees and/or reimbursements of expenses. The Board bases its decision to approve an advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above are relevant to the Fund, nor does the Board consider any one of them to be determinative. In particular, due to the unusual nature of the Fund as primarily an internal product with no advisory fee, the Board does not consider the profitability of the Adviser, the cost of providing the advisory services or the assessment of whether economies of scale would be realized if the Fund were to grow to some sufficient size to be relevant. With respect to the factors that are relevant, the Board's decision to approve the contract reflects its determination that Federated's performance and actions provide a satisfactory basis to support the decision to continue the existing arrangements. VOTING PROXIES ON FUND PORTFOLIO SECURITIES A description of the policies and procedures that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund's portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on "Form N-PX" of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available from the EDGAR database on the SEC's website at www.sec.gov. QUARTERLY PORTFOLIO SCHEDULE The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on "Form N-Q." These filings are available on the SEC's website at www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal. This report is authorized for distribution to prospective investors only when preceded or accompanied by the Fund's prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information. Cusip 31409R201 30038 (1/06) Item 2. Code of Ethics (a) As of the end of the period covered by this report, the registrant has adopted a code of ethics (the "Section 406 Standards for Investment Companies - - Ethical Standards for Principal Executive and Financial Officers") that applies to the registrant's Principal Executive Officer and Principal Financial Officer; the registrant's Principal Financial Officer also serves as the Principal Accounting Officer. (c) Not Applicable (d) Not Applicable (e) Not Applicable (f)(3) The registrant hereby undertakes to provide any person, without charge, upon request, a copy of the code of ethics. To request a copy of the code of ethics, contact the registrant at 1-800-341-7400, and ask for a copy of the Section 406 Standards for Investment Companies - Ethical Standards for Principal Executive and Financial Officers. Item 3. Audit Committee Financial Expert The registrant's Board has determined that each member of the Board's Audit Committee is an "audit committee financial expert," and that each such member is "independent," for purposes of this Item. The Audit Committee consists of the following Board members: Thomas G. Bigley, John T. Conroy, Jr., Nicholas P. Constantakis and Charles F. Mansfield, Jr. Item 4. Principal Accountant Fees and Services (a) Audit Fees billed to the registrant for the two most recent fiscal years: Fiscal year ended 2005 - $33,766 Fiscal year ended 2004 - $25,968 (b) Audit-Related Fees billed to the registrant for the two most recent fiscal years: Fiscal year ended 2005 - $161 Fiscal year ended 2004 - $0 Transfer agent testing. Amount requiring approval of the registrant's audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, $443 and $0 respectively. Sarbanes Oxley sec. 302 procedures. (c) Tax Fees billed to the registrant for the two most recent fiscal years: Fiscal year ended 2005 - $0 Fiscal year ended 2004 - $0 Amount requiring approval of the registrant's audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, $0 and $0 respectively. (d) All Other Fees billed to the registrant for the two most recent fiscal years: Fiscal year ended 2005 - $0 Fiscal year ended 2004 - $0 Amount requiring approval of the registrant's audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, $0 and $0 respectively. (e)(1) Audit Committee Policies regarding Pre-approval of Services. The Audit Committee is required to pre-approve audit and non-audit services performed by the independent auditor in order to assure that the provision of such services do not impair the auditor's independence. Unless a type of service to be provided by the independent auditor has received general pre-approval, it will require specific pre-approval by the Audit Committee. Any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Audit Committee. Certain services have the general pre-approval of the Audit Committee. The term of the general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee will annually review the services that may be provided by the independent auditor without obtaining specific pre-approval from the Audit Committee and may grant general pre-approval for such services. The Audit Committee will revise the list of general pre-approved services from time to time, based on subsequent determinations. The Audit Committee will not delegate its responsibilities to pre-approve services performed by the independent auditor to management. The Audit Committee has delegated pre-approval authority to its Chairman. The Chairman will report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Committee will designate another member with such pre-approval authority when the Chairman is unavailable. AUDIT SERVICES The annual Audit services engagement terms and fees will be subject to the specific pre-approval of the Audit Committee. The Audit Committee must approve any changes in terms, conditions and fees resulting from changes in audit scope, registered investment company (RIC) structure or other matters. In addition to the annual Audit services engagement specifically approved by the Audit Committee, the Audit Committee may grant general pre-approval for other Audit Services, which are those services that only the independent auditor reasonably can provide. The Audit Committee has pre-approved certain Audit services, all other Audit services must be specifically pre-approved by the Audit Committee. AUDIT-RELATED SERVICES Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements or that are traditionally performed by the independent auditor. The Audit Committee believes that the provision of Audit-related services does not impair the independence of the auditor, and has pre-approved certain Audit-related services, all other Audit-related services must be specifically pre-approved by the Audit Committee. TAX SERVICES The Audit Committee believes that the independent auditor can provide Tax services to the Company such as tax compliance, tax planning and tax advice without impairing the auditor's independence. However, the Audit Committee will not permit the retention of the independent auditor in connection with a transaction initially recommended by the independent auditor, the purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee has pre-approved certain Tax services, all Tax services involving large and complex transactions must be specifically pre-approved by the Audit Committee. ALL OTHER SERVICES With respect to the provision of services other than audit, review or attest services the pre-approval requirement is waived if: (1) The aggregate amount of all such services provided constitutes no more than five percent of the total amount of revenues paid by the registrant, the registrant's adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant to its accountant during the fiscal year in which the services are provided; (2) Such services were not recognized by the registrant, the registrant's adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant at the time of the engagement to be non-audit services; and (3) Such services are promptly brought to the attention of the Audit Committee of the issuer and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the board of directors to whom authority to grant such approvals has been delegated by the Audit Committee. The Audit Committee may grant general pre-approval to those permissible non-audit services classified as All Other services that it believes are routine and recurring services, and would not impair the independence of the auditor. The SEC's rules and relevant guidance should be consulted to determine the precise definitions of prohibited non-audit services and the applicability of exceptions to certain of the prohibitions. PRE-APPROVAL FEE LEVELS Pre-approval fee levels for all services to be provided by the independent auditor will be established annually by the Audit Committee. Any proposed services exceeding these levels will require specific pre-approval by the Audit Committee. PROCEDURES Requests or applications to provide services that require specific approval by the Audit Committee will be submitted to the Audit Committee by both the independent auditor and the Principal Accounting Officer and/or Internal Auditor, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC's rules on auditor independence. (e)(2) Percentage of services identified in items 4(b) through 4(d) that were approved by the registrants audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X: 4(b) Fiscal year ended 2005 - 0% Fiscal year ended 2004 - 0% Percentage of services provided to the registrants investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were approved by the registrants audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, 0% and 0% respectively. 4(c) Fiscal year ended 2005 - 0% Fiscal year ended 2004 - 0% Percentage of services provided to the registrants investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were approved by the registrants audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, 0% and 0% respectively. 4(d) Fiscal year ended 2005 - 0% Fiscal year ended 2004 - 0% Percentage of services provided to the registrants investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were approved by the registrants audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, 0% and 0% respectively. (f) NA (g) Non-Audit Fees billed to the registrant, the registrant's investment adviser, and certain entities controlling, controlled by or under common control with the investment adviser: Fiscal year ended 2005 - $26,284 Fiscal year ended 2004 - $63,576 (h) The registrant's Audit Committee has considered that the provision of non-audit services that were rendered to the registrant's adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. 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. Portfolio Managers of Closed-End Management Investment Companies Not Applicable Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers Not Applicable Item 10. Submission of Matters to a Vote of Security Holders Not Applicable Item 11. 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 quarter that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 12. 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 A. Novak Richard A. Novak, Principal Financial Officer (insert name and title) Date January 24, 2006 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 J. Christopher Donahue, Principal Executive Officer Date January 24, 2006 By /S/ Richard A. Novak Richard A. Novak, Principal Financial Officer Date January 24, 2006