Federated MDTA LLC

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 MDTA LLC 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 MDTA LLC’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 MDTA LLC’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 MDTA LLC’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 MDTA LLC’s basic fee schedules for Separate Accounts are as follows:

MDT - All Cap Core; Balanced; Large Cap Growth; Large Cap Value:
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

MDT - Micro Cap:
100 basis points on all assets under management

MDT - Mid Cap Growth:
65 basis points - first $25 million in AUM
60 basis points - over $25 million to $50 million in AUM
55 basis points - over $50 million to $100 million in AUM
40 basis points - over $100 million in AUM

MDT - Small Cap Core; Small Cap Growth; Small Cap Value:
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

Managed Accounts and Model Portfolio Management Services

Federated MDTA LLC’s basic fee schedules for Managed Accounts and Model Portfolio Management Services are as
follows:

MDT - All Cap Core; Balanced; Large Cap Growth; Large Cap Value:
70 basis points - first $5 million in AUM
60 basis points - over $5 million to $25 million in AUM
50 basis points - over $25 million to $50 million in AUM
40 basis points - over $50 million to $100 million in AUM
35 basis points - over $100 million in AUM

MDT - Mid Cap Growth:
75 basis points - first $5 million in AUM
70 basis points - over $5 million to $25 million in AUM
65 basis points - over $25 million to $50 million in AUM
60 basis points - over $50 million to $100 million in AUM
50 basis points - over $100 million in AUM

MDT - Small Cap Core; Small Cap Growth; Small Cap Value:
85 basis points - first $5 million in AUM
80 basis points - over $5 million to $25 million in AUM
75 basis points - over $25 million to $50 million in AUM
70 basis points - over $50 million to $100 million in AUM
60 basis points - over $100 million in AUM

Separate Accounts

For certain of the investment strategies noted above where our basic fee schedule is an asset-based fee schedule based
on a percentage of assets under management, we may be willing to accept a performance-based fee, which generally
would be calculated as a percentage of excess performance above certain levels and described in the investment
management agreement with our client, or a combination of an asset-based fee and a performance-based fee.
Performance-based fees can only be charged to qualified clients as and when permitted under Section 205 of the
Advisers Act and SEC Rule 205-3 promulgated under the Advisers Act. (Please refer to “Negotiation and Modification
of Fees” in Item 5 of this brochure for additional information on the negotiability of our fees. Also, please refer to
“Performance-Based Fees and Side by Side Management” in Item 6 of this brochure for a discussion of the conflicts of
interest raised by performance-based fees.)
...

Item 7. TYPES OF CLIENTS

A.       Types of Clients

Federated MDTA LLC generally provides investment advisory services to:

     •   Individuals;
     •   High net worth individuals;
     •   Corporations, business entities and other institutional investors;
     •   Banks, thrift institutions and other financial institutions;
     •   Investment Companies;
     •   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 and other Pooled Investment Vehicles.

(Please refer to “The Types of Accounts/Products We Manage” in Item 4 of this brochure for further information on
the 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 MDTA LLC;
     •   Another Federated Advisory Company;
     •   Another one of our affiliates; or
     •   Employees of Federated MDTA LLC 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 MDTA LLC 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 MDTA LLC’s target minimum account sizes are as follows:

Our target minimum account size for Separate Accounts other than Managed Account Program accounts is $5 million
for Micro Cap 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. Generally, the minimum
account size acceptable for a Managed Account Program client ranges between $100,000 and $250,000, depending upon
the particular Managed Account Program.

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 MDTA LLC reserves the right to modify or waive any of our target minimum account sizes.

Federated MDTA LLC 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 MDTA LLC 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.