Federated Investment Counseling

Item 5. FEES AND COMPENSATION

A.       Our Advisory Fees

When we are providing Investment Supervisory Services and Model Portfolio Management Services to our clients,
Federated Investment Counseling typically charges and receives advisory fees determined as a percentage of either assets
under management or average net assets, depending upon the type of client or account. We also could receive
performance-based fees when rendering Investment Supervisory Services and Other Advisory Services to certain
accounts, such as, for example, Pooled Investment Vehicles. Managing accounts for performance-based fees creates
various conflicts of interest for us and our employees and supervised persons. (Please refer to “Performance-Based Fees
and Side by Side Management” in Item 6 of this brochure for a discussion of these conflicts of interest.)

Our fees also are negotiable and can vary based on investment style and other factors. (Please refer to “Negotiation and
Modification of Fees” in Item 5 of this brochure for further information.)

Except when we specifically contract with a client to receive a performance-based fee, our investment management
agreements do not provide for us to receive compensation on the basis of a share of capital gains upon or capital
appreciation of the assets or any portion of the assets of a client.

The following describes in more detail Federated Investment Counseling’s fees and how fees are charged. To the extent
that our basic fee schedules vary depending upon the type of service we are providing or the type of client receiving the
service, such variations also are discussed below.

         1.       Advisory Fee Information for Separate Accounts, Managed Accounts,
                  and Model Portfolio Management Services

This section sets forth Federated Investment Counseling’s basic fee schedules for Separate Accounts, Managed
Accounts, and Model Portfolio Management Services. We typically charge asset-based fees, which are determined as a
percentage of assets under management (AUM). Our fee schedules can provide for “breakpoints” at which the
percentage is reduced if AUM exceeds certain agreed upon amounts.

Federated Investment Counseling’s compensation for Managed Accounts could be higher or lower than our
compensation for Separate Accounts. While our compensation for Model Portfolio Management Services could be
higher or lower than our compensation for Separate Accounts or for Managed Accounts, in certain cases, given the
involvement of an Overlay Manager and the nature of the services that we provide, our compensation for providing
Model Portfolio Management Services could be lower than our compensation for Separate Accounts and generally is
lower than our compensation for Managed Accounts.

More specific information regarding the fee arrangements applicable to Separate Accounts, Managed Accounts, and
Model Portfolio Management Services follows our basic fee schedules.

Our Basic Fee Schedules --

Separate Accounts

Federated Investment Counseling’s basic fee schedules for Separate Accounts are as follows:

Small Cap Accounts:
75 basis points - first $25 million in AUM
70 basis points - over $25 million to $50 million in AUM
65 basis points - over $50 million to $100 million in AUM
50 basis points - over $100 million in AUM

Large Cap Accounts; All Cap Value Accounts; Balanced Accounts:
55 basis points - first $25 million in AUM
45 basis points- over $25 million to $50 million in AUM
35 basis points - over $50 million to $100 million in AUM
30 basis points - over $100 million in AUM

International Equity Accounts:
70 basis points - first $25 million in AUM
65 basis points - over $25 million to $50 million in AUM
55 basis points - over $50 million to $100 million in AUM
45 basis points - over $100 million in AUM

Money Market/Liquidity Accounts:
6 basis points - on all assets under management

Active Cash Fixed Income Accounts:
10 basis points - on all assets under management

Short-Intermediate Fixed Income Accounts:
18 basis points - first $50 million in AUM
15 basis points - over $50 million to $100 million in AUM
12 basis points - over $100 million in AUM

Core Fixed Income Accounts:
25 basis points - on the first $50 million in AUM
20 basis points - over $50 million to $100 million in AUM
15 basis points - over $100 million in AUM

Core Plus Fixed Income Accounts:
30 basis points - first $50 million in AUM
25 basis points - over $50 million to $100 million in AUM
20 basis points - over $100 million in AUM

Opportunistic Corporate Fixed Income Accounts:
35 basis points - first $25 million in AUM
30 basis points - over $25 million to $75 million in AUM
25 basis points - over $75 million to $100 million in AUM
20 basis points - over $100 million in AUM

Opportunistic High Yield Fixed Income Accounts:
55 basis points - first $50 million in AUM
40 basis points - over $50 million to $100 million in AUM
30 basis points - over $100 million in AUM

High Yield Fixed Income Accounts:
50 basis points - first $50 million in AUM
35 basis points - over $50 million to $100 million in AUM
25 basis points - over $100 million in AUM

International Fixed Income Accounts:
45 basis points - first $25 million in AUM
40 basis points - over $25 million to $50 million in AUM
35 basis points - over $50 million to $100 million in AUM
30 basis points - over $100 million in AUM

Trade Finance Fixed Income Accounts:
85 basis points - first $25 million in AUM

75 basis points - on the next $25 million to $50 million in AUM
65 basis points - on the next $50 million to $75 million in AUM
50 basis points - over $75 million in AUM

Floating Rate Strategic Multi-Sector Fixed Income Accounts:
50 basis points - first $50 million in AUM
35 basis points - over $50 million to $100 million in AUM
25 basis points - over $100 million in AUM

Federated Hermes CW Henderson division Ultrashort-Short Municipal Accounts:
30 basis points - first $15 million in AUM
...

Item 7. TYPES OF CLIENTS

A.       Types of Clients

Federated Investment Counseling generally provides investment advisory services to:

     •   Individuals;
     •   High net worth individuals (including family offices);
     •   Corporations, business entities and other institutional investors;
     •   Banks, thrift institutions and other financial institutions;
     •   Private, federal, state or government pension and profit sharing plans, including pension plans subject to the
         Employee Retirement Income Security Act of 1974 (ERISA);
     •   Trusts (including group trusts);
     •   Estates;
     •   Charitable foundations and organizations;
     •   Federal, state and municipal government entities;
     •   Foreign accounts; and
     •   Collective or common funds, private funds, and Pooled Investment Vehicles.

Federated Investment Counseling also can from time to time provide investment advisory services to Private Investment
Companies and investment vehicles formed for the benefit of a single investor.

(Please refer to “The Types of Accounts/Products We Manage” in Item 4 of this brochure for further information on
the Private Investment Companies and Pooled Investment Vehicles to which we provide investment advisory services.)

We also manage, from time to time, Proprietary Accounts. The clients, account holders, shareholders or investors in
these Proprietary Accounts can include:

     •   Federated Investment Counseling;
     •   Another Federated Advisory Company;
     •   Another one of our affiliates; or
     •   Employees of Federated Investment Counseling or our affiliates.

(Please refer to “The Types of Accounts/Products We Manage” in Item 4 of this brochure for further information on
the Proprietary Accounts to which we provide investment advice.) Advising Proprietary Accounts raises various conflicts
of interest for us and our employees and supervised persons. (Please refer to “Conflicts of Interest Relating to
Proprietary Accounts” in Item 6 of this brochure for a discussion of these conflicts of interest.)

B.       Requirements for Accounts

Federated Investment Counseling requires clients to enter into an investment management agreement. Our investment
management agreements contain grants of authority from our clients that allow us to manage client assets and, in certain
cases, we can request clients to execute and deliver a separate, stand-alone power of attorney. Except in the case of a
dual contract or unbundled Managed Account Program, Managed Account clients typically will not enter into an
investment management agreement directly with us. In that case, Managed Account clients will enter into investment
management and/or other agreements with the Sponsors or Platform Providers for the Managed Account Program.

Federated Investment Counseling’s target minimum account sizes are as follows:

Our target minimum account size for Separate Accounts other than Managed Account Program accounts is $500 million
for Money Market/Liquidity Accounts, $100 million for Active Cash Fixed Income Accounts, $50 million for Short-
Intermediate Duration Fixed Income Accounts, $10 million for Small Cap Accounts, and $25 million for all other
strategies.

Our target minimum account size for Managed Account Program accounts is $100,000 for Equity Accounts and
$250,000 for Taxable Fixed Income Accounts.

Our target minimum account size for the Federated Hermes CW Henderson division is $1 million for accounts other
than Managed Account Program accounts, and $500,000 for Managed Account Program accounts.

Accounts (including accounts below the relevant investment minimums) could utilize Investment Companies, Private
Investment Companies and certain Pooled Investment Vehicles managed by Federated Investment Counseling or other
Federated Advisory Companies that meet the objectives of the client.

Certain asset classes can require larger account minimums to seek proper diversification. The minimum account sizes for
Managed Account Programs also could differ based on the requirements of the Program Sponsors, Platform Providers
or Overlay Managers.

Federated Investment Counseling reserves the right to modify or waive any of our target minimum account sizes.

Federated Investment Counseling can request clients to provide proof of authority, directed trading letters, qualified
purchaser or accredited investor letters/certifications, or other information to allow us to manage client assets.

We provide investment advisory services for our Managed Account and other clients in accordance with the
performance standards and limitations of liability as discussed in this brochure. (Please refer to “Standard of Care” in
Item 4 of this brochure for further information.)

Federated Investment Counseling also can be restricted by the securities laws of jurisdictions outside of the U.S. from
managing the assets of certain clients located in such jurisdictions.