Common use of Compensation and Allocation of Expenses Clause in Contracts

Compensation and Allocation of Expenses. A. The Funds will compensate the Company for Fund Accounting Services in accordance with the fees agreed upon from time to time between the parties hereto. Such fees do not include out-of-pocket disbursements of the Company for which the Funds shall reimburse the Company. Out-of-pocket disbursements shall include, but shall not be limited to, the items agreed upon between the parties from time to time. B. The Fund and/or the Class, and not the Company, shall bear the cost of: custodial expenses; membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; Prospectuses, reports and notices; administrative expenses; interest on borrowed money; brokerage commissions; taxes and fees payable to federal, state and other governmental agencies; fees of Trustees or Directors of the Investment Company; independent auditors expenses; legal and audit department expenses billed to the Company for work performed related to the Investment Company, the Funds, or the Classes; law firm expenses; organizational expenses; or other expenses not specified in this Article 3 which may be properly payable by the Funds and/or Classes. C. The compensation and out-of-pocket expenses attributable to the Fund shall be accrued by the Fund and shall be paid to the Company no less frequently than monthly, and shall be paid daily upon request of the Company. The Company will maintain detailed information about the compensation and out-of-pocket expenses by Fund and Class. D. Any schedule of compensation agreed to hereunder, as may be adjusted from time to time, shall be dated and signed by a duly authorized officer of the Investment Company and/or the Funds and a duly authorized officer of the Company. E. The fee for the period from the effective date of this Agreement with respect to a Fund or a Class to the end of the initial month shall be prorated according to the proportion that such period bears to the full month period. Upon any termination of this Agreement before the end of any month, the fee for such period shall be prorated according to the proportion which such period bears to the full month period. For purposes of determining fees payable to the Company, the value of the Fund's net assets shall be computed at the time and in the manner specified in the Fund's Prospectus. F. The Company, in its sole discretion, may from time to time subcontract to, employ or associate with itself such person or persons as the Company may believe to be particularly suited to assist it in performing Fund Accounting Services. Such person or persons may be affiliates of the Company, third-party service providers, or they may be officers and employees who are employed by both the Company and the Investment Company; provided, however, that the Company shall be as fully responsible to each Fund for the acts and omissions of any such subcontractor as it is for its own acts and omissions. The compensation of such person or persons shall be paid by the Company and no obligation shall be incurred on behalf of the Investment Company, the Funds, or the Classes in such respect. SECTION TWO: ADMINISTRATIVE SERVICES.

Compensation and Allocation of Expenses. A. The Funds will compensate the Company for Fund Accounting Services its services rendered pursuant to Section One of this Agreement in accordance with the fees agreed upon from time to time between the parties hereto. Such fees do not include out-of-pocket disbursements of the Company for which the Funds shall reimburse the CompanyCompany upon receipt of a separate invoice. Out-of-pocket disbursements shall include, but shall not be limited to, the items agreed upon between the parties from time to time. B. The Fund and/or the Class, and not the Company, shall bear the cost of: custodial expenses; membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; costs of printing and mailing stock certificates, Prospectuses, reports and notices; administrative expenses; interest on borrowed money; brokerage commissions; taxes and fees payable to federal, state and other governmental agencies; fees of Trustees or Directors of the Investment CompanyTrust; independent auditors expenses; Federated Administrative Services and/or Federated Administrative Services, Inc. legal and audit department expenses billed to the Federated Services Company for work performed related to the Investment CompanyTrust, the Funds, or the Classes; law firm expenses; organizational expenses; or other expenses not specified in this Article 3 which may be properly payable by the Funds and/or Classesclasses. C. The compensation and out-of-pocket expenses attributable to the Fund shall be accrued by the Fund and shall be paid to the Company no less frequently than monthly, and shall be paid daily upon request of the Company. The Company will maintain detailed information about the compensation and out-of-pocket expenses by Fund and Class. D. Any schedule of compensation agreed to hereunder, as may be adjusted from time to time, shall be dated and signed by a duly authorized officer of the Investment Company Trust and/or the Funds and a duly authorized officer of the Company. E. The fee for the period from the effective date of this Agreement with respect to a Fund or a Class to the end of the initial month shall be prorated according to the proportion that such period bears to the full month period. Upon any termination of this Agreement before the end of any month, the fee for such period shall be prorated according to the proportion which such period bears to the full month period. For purposes of determining fees payable to the Company, the value of the Fund's net assets shall be computed at the time and in the manner specified in the Fund's Prospectus. F. The Company, in its sole discretion, may from time to time subcontract to, employ or associate with itself such person or persons as the Company may believe to be particularly suited to assist it in performing Fund Accounting Servicesservices under this Section One. Such person or persons may be affiliates of the Company, third-party service providers, or they may be officers and employees who are employed by both the Company and the Investment Company; provided, however, that the Company shall be as fully responsible to each Fund for the acts and omissions of any such subcontractor as it is for its own acts and omissionsFunds. The compensation of such person or persons shall be paid by the Company and no obligation shall be incurred on behalf of the Investment CompanyTrust, the Funds, or the Classes in such respect. SECTION TWO: ADMINISTRATIVE SERVICES.

Compensation and Allocation of Expenses. A. Investor Services Group shall --------------------------------------- bear all expenses in connection with the performance of its services under this Agreement, except as indicated below. (a) Investor Services Group will from time to time employ or associate with itself such person or persons as Investor Services Group may believe to be particularly suited to assist it in performing services under this Agreement. Such person or persons may be officers and employees who are employed by both Investor Services Group and the Account. The Funds compensation of such person or persons shall be paid by Investor Services Group and no obligation shall be incurred on behalf of the Account in such respect. (b) Investor Services Group shall not be required to pay any of the following expenses incurred by the Account: membership dues in the Investment Company Institute or any similar organization; investment advisory expenses; costs of printing and mailing stock certificates, prospectuses, reports and notices; interest on borrowed money; brokerage commissions; stock exchange listing fees; taxes and fees payable to Federal, state and other governmental agencies; fees of Managers of the Account who are not affiliated with Investor Services Group; outside auditing expenses; outside legal expenses; or other expenses not specified in this Section 4 which may be properly payable by the Account or a Subaccount. (c) The Account will compensate Investor Services Group for the Company for Fund Accounting Services performance of its obligations hereunder in accordance with the fees agreed upon from time set forth in the written Fee Schedule annexed hereto as Schedule B and incorporated herein. Schedule B may be amended to time between add fee schedules for any additional Subaccounts for which Investor Services Group has been retained as Administrator. (d) The Account will compensate Investor Services Group for its services rendered pursuant to this Agreement in accordance with the parties heretofees set forth above. Such fees do not include reasonable out-of-pocket disbursements of the Company Investor Services Group for which the Funds Investor Services Group shall reimburse the Companybe entitled to xxxx separately. OutThe types of out-of-pocket disbursements shall include, but shall not be limited to, the items agreed specified in Schedule C, annexed hereto and incorporated herein, which schedule may be modified by Investor Services Group upon between not less than thirty days' prior written notice to the parties from time to timeAccount and the Special Projects outlined in Schedule D hereto. B. The Fund and/or (e) Investor Services Group will xxxx the ClassAccount as soon as practicable after the end of each calendar month, and not said xxxxxxxx will be detailed in accordance with the Company, shall bear the cost of: custodial expenses; membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; Prospectuses, reports and notices; administrative expenses; interest on borrowed money; brokerage commissions; taxes and fees payable to federal, state and other governmental agencies; fees of Trustees or Directors of the Investment Company; independent auditors expenses; legal and audit department expenses billed to the Company for work performed related to the Investment Company, the Funds, or the Classes; law firm expenses; organizational expenses; or other expenses not specified in this Article 3 which may be properly payable by the Funds and/or Classes. C. The compensation and out-of-pocket expenses attributable schedule. The Account will pay to Investor Services Group the amount of such billing by Federal Subaccounts Wire within fifteen (15) business days after the Account's receipt of said xxxx. In addition, Investor Services Group may charge a service fee equal to the Fund shall be accrued by lesser of (i) one and one half percent (1-1/2%) per month or (ii) the Fund highest interest rate legally permitted on any past due billed amount. (f) The Account acknowledges that the fees that Investor Services Group charges the Account under this Agreement reflect the allocation of risk between the parties, including the disclaimer of warranties in Section 7 and shall be paid the limitations on liability in Section 5. Modifying the allocation of risk from what is stated here would affect the fees that Investor Services Group charges, and in consideration of those fees, the Account agrees to the Company no less frequently than monthly, and shall be paid daily upon request stated allocation of the Company. The Company will maintain detailed information about the compensation and out-of-pocket expenses by Fund and Classrisk. D. Any schedule of compensation agreed to hereunder, as may be adjusted from time to time, shall be dated and signed by a duly authorized officer of the Investment Company and/or the Funds and a duly authorized officer of the Company. E. The fee for the period from the effective date of this Agreement with respect to a Fund or a Class to the end of the initial month shall be prorated according to the proportion that such period bears to the full month period. Upon any termination of this Agreement before the end of any month, the fee for such period shall be prorated according to the proportion which such period bears to the full month period. For purposes of determining fees payable to the Company, the value of the Fund's net assets shall be computed at the time and in the manner specified in the Fund's Prospectus. F. The Company, in its sole discretion, may from time to time subcontract to, employ or associate with itself such person or persons as the Company may believe to be particularly suited to assist it in performing Fund Accounting Services. Such person or persons may be affiliates of the Company, third-party service providers, or they may be officers and employees who are employed by both the Company and the Investment Company; provided, however, that the Company shall be as fully responsible to each Fund for the acts and omissions of any such subcontractor as it is for its own acts and omissions. The compensation of such person or persons shall be paid by the Company and no obligation shall be incurred on behalf of the Investment Company, the Funds, or the Classes in such respect. SECTION TWO: ADMINISTRATIVE SERVICES.

Compensation and Allocation of Expenses. A. The Funds will compensate the Company for Fund Accounting Services in accordance with the fees agreed upon from time to time between the parties hereto. Such fees do not include out-of-pocket disbursements of the Company for which the Funds shall reimburse the Company. Out-of-pocket disbursements shall include, but shall not be limited to, consist of the items agreed upon between the parties from time to timeset forth on Schedule A attached hereto. B. The Fund and/or the Class, and not the Company, shall bear the cost of: custodial expenses; membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; costs of printing and mailing stock certificates, Prospectuses, reports and notices; administrative expenses; interest on borrowed money; brokerage commissions; taxes and fees payable to federal, state and other governmental agencies; fees of Trustees or Directors of the Investment CompanyCorporation; independent auditors expenses; legal and audit department expenses billed to the Company for work performed related to the Investment Company, the Funds, or the Classes; law firm expenses; organizational expenses; or other expenses not specified in this Article 3 which may be properly payable by the Funds and/or Classes. C. The compensation and out-of-pocket expenses attributable to the Fund shall be accrued by the Fund and shall be paid to the Company no less frequently than monthly, and shall be paid daily upon request of the Company. The Company will maintain detailed information about the compensation and out-of-pocket expenses by Fund and Class. D. Any schedule of compensation agreed to hereunder, as may be adjusted from time to time, shall be dated and signed by a duly authorized officer of the Investment Company Corporation and/or the Funds and a duly authorized officer of the Company. E. The fee for the period from the effective date of this Agreement with respect to a Fund or a Class to the end of the initial month shall be prorated according to the proportion that such period bears to the full month period. Upon any termination of this Agreement before the end of any month, the fee for such period shall be prorated according to the proportion which such period bears to the full month period. For purposes of determining fees payable to the Company, the value of the Fund's net assets shall be computed at the time and in the manner specified in the Fund's Prospectus. F. The Company, in its sole discretion, may from time to time subcontract to, employ or associate with itself such person or persons as the Company may believe to be particularly suited to assist it in performing Fund Accounting Services. Such person or persons may be affiliates of the Company, third-party service providers, or they may be officers and employees who are employed by both the Company and the Investment CompanyCorporation; provided, however, that the Company shall be as fully responsible to each Fund for the acts and omissions of any such subcontractor as it is for its own acts and omissions. The compensation of such person or persons shall be paid by the Company and no obligation shall be incurred on behalf of the Investment CompanyCorporation, the Funds, or the Classes in such respect. SECTION TWO: ADMINISTRATIVE SERVICES.

Compensation and Allocation of Expenses. A. The Funds will compensate the Company for Fund Accounting Investor Services Group shall --------------------------------------- bear all expenses in accordance connection with the fees agreed upon performance of its services under this Agreement, except as indicated below. (a) Investor Services Group will from time to time between the parties heretoemploy or associate with itself such person or persons as Investor Services Group may believe to be particularly suited to assist it in performing services under this Agreement. Such fees do not include out-of-pocket disbursements person or persons may be officers and employees who are employed by both Investor Services Group and the Company. The compensation of such person or persons shall be paid by Investor Services Group and to obligation shall be incurred on behalf of the Company for which the Funds shall reimburse the Company. Out-of-pocket disbursements shall include, but in such respect. (b) Investor Services Group shall not be limited to, required to pay any of the items agreed upon between the parties from time to time. B. The Fund and/or the Class, and not following expenses incurred by the Company, shall bear the cost of: custodial expenses; membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; Prospectusescosts of printing and mailing prospectuses, reports and notices; administrative expenses; interest interests on borrowed money; brokerage commissions; taxes and fees payable to federalFederal, state and other governmental agencies; fees of Trustees or Directors of the Investment CompanyCompany who are not affiliated with Investor Services Group; independent auditors outside auditing expenses; outside legal and audit department expenses billed to the Company for work performed related to the Investment Company, the Funds, or the Classes; law firm expenses; organizational expenses; or other expenses not specified in this Article 3 Section 4 which may be are properly payable by the Funds and/or ClassesCompany. C. (c) The compensation Company on behalf of each of the Funds will compensate Investor Services Group for the performance of its obligations hereunder in accordance with the fees set forth in the written Fee Schedule annexed hereto as Schedule B and incorporated herein. (d) The Company will compensate Investor Services Group for its services rendered pursuant to this Agreement in accordance with the fees set forth above. Such fees do not include reasonable out-of-pocket expenses attributable to the Fund disbursements of Investor Services Group or Special Legal Services; as described in Schedule C, for which Investor Services Group shall be accrued entitled to xxxx separately. Out-of-pocket disbursements shall include the items specified in Schedule C, attached hereto and incorporated herein, and such other expenses as agreed upon in writing by Investor Services Group and the Fund and shall be paid to Company. (e) Investor Services Group will xxxx the Company no less frequently than monthlyas soon as practicable after the end of each calendar month, and shall said xxxxxxxx will be paid daily upon request of detailed in accordance with the Company. The Company will maintain detailed information about the compensation and out-of-pocket expenses schedule. The Company will pay to Investor Services Group the amount of such billing by Fund Federal Funds Wire within fifteen (15) business days after the Company's receipt of said xxxx. In addition, Investor Services Group may charge a service fee on any past due billed amount equal to the lesser of (i) one and Classone half percent (1-1/2%) per month or (ii) the highest interest rate legally permitted. D. (f) Any schedule of compensation agreed to hereunder, as hereunder may be adjusted from time to timetime by attaching to Schedule B, shall be a revised Fee Schedule, executed and dated and signed by a duly authorized officer of the Investment Company and/or the Funds and a duly authorized officer of the Companyparties hereto. E. The fee for (g) In the period from the effective date of this Agreement event that Investor Services Group has failed to meet a specific Performance Standard category with respect to a Fund or a Class any Fund, as set forth in Exhibit 1 to the end of the initial month shall be prorated according to the proportion that such period bears to the full month period. Upon any termination of this Agreement before the end Schedule D, in two of any monthrolling three month periods, the fee for such period shall be prorated according to the proportion which such period bears to the full month period. For purposes of determining fees payable to the Company, the value of the Fund's net assets shall be computed at the time and in the manner specified in the Fund's Prospectus. F. The Company, in its sole discretion, may from time to time subcontract to, employ or associate with itself such person or persons as the Company may believe reduce the total amount of fees due to be particularly suited Investor Services Group under this Agreement, excluding out-of-pocket expenses, by an amount equal to assist it in performing Fund Accounting Services. Such person or persons may be affiliates five percent (5%) of the fees for the third month. Notwithstanding the foregoing, the Company's right under this Section 4(g) shall not be effective until ninety (90) days after Investor Services Group has began providing services under this Agreement. (h) In the event that Investor Services Group has failed to meet a specific Performance Standard category with respect to the Fund, third-party service providersas set forth in Exhibit 1 to Schedule D, in four or they may be officers and employees who are employed by both any rolling six month period, the Company and may terminate this Agreement in accordance with Section 8(d). Notwithstanding the Investment Company; provided, however, that the Company shall be as fully responsible to each Fund for the acts and omissions of any such subcontractor as it is for its own acts and omissions. The compensation of such person or persons shall be paid by the Company and no obligation shall be incurred on behalf of the Investment Companyforegoing, the Funds, or the Classes in such respect. SECTION TWO: ADMINISTRATIVE SERVICESCompany's right under this Section 4(h) shall not be effective until ninety (90) days after Investor Services Group has begun providing services under this Agreement.

Compensation and Allocation of Expenses. A. The Funds will compensate the Company for Fund Accounting Services in accordance with the fees agreed upon from time to time between the parties hereto. Such fees do not include out-of-pocket disbursements of the Company for which the Funds shall reimburse the Company. Out-of-pocket disbursements shall include, but shall not be limited to, to the items agreed upon between the parties from time to time. B. The Fund and/or the Class, and not the Company, shall bear the cost of: custodial expenses; membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; administrative fees and expenses; costs of printing and mailing stock certificates, Prospectuses, reports and notices; administrative expenses; interest on money borrowed moneyby a Fund; brokerage commissions; taxes and fees payable to federal, state and other governmental agencies; fees of Trustees or Directors of the Investment Company; independent auditors expenses; legal and audit department expenses billed to the Company for work performed related to the Investment Company, the Funds, or the Classes; law firm expenses; organizational expenses; or other expenses not specified in this Article 3 which may be properly payable by the Funds and/or Classes. C. The compensation and out-of-pocket expenses attributable to the Fund shall be accrued by the Fund and shall be paid to the Company no less frequently than monthly, and shall be paid daily upon request of the Company. The Company will maintain and, upon request, provide to the Investment Company detailed information about the compensation and out-of-pocket expenses by Fund and Class. D. Any schedule of compensation agreed to hereunder, as may be adjusted from time to time, shall be dated and signed by a duly authorized officer of the Investment Company and/or the Funds and a duly authorized officer of the Company. E. The fee for the period from the effective date of this Agreement with respect to a Fund or a Class to the end of the initial month shall be prorated according to the proportion that such period bears to the full month period. Upon any termination of this Agreement before the end of any month, the fee for such period shall be prorated according to the proportion which such period bears to the full month period. For purposes of determining fees payable to the Company, the value of the Fund's net assets shall be computed at the time and in the manner specified in the Fund's Prospectus. F. The Company, in its sole discretion, may from time to time subcontract to, employ or associate with itself such person or persons as the Company may believe to be particularly suited to assist it in performing Fund Accounting Services. Such person or persons may be affiliates of the Company, third-party service providers, or they may be officers and employees who are employed by both the Company and the Investment Company; provided, however, that the Company shall be as fully responsible to each Fund for the acts and omissions of any such subcontractor as it is for its own acts and omissions. The compensation of such person or persons shall be paid by the Company and no obligation shall be incurred on behalf of the Investment Company, the Funds, or the Classes in such respect. SECTION TWO: ADMINISTRATIVE TRANSFER AGENCY SERVICES.