1933 Act File No.
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333-218374
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1940 Act File No.
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811-23259
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Form N-1A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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Post-Effective Amendment No.
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No.
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6
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FEDERATED ADVISER SERIES
(Exact Name of Registrant as Specified in Charter)
Federated Investors Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant’s Telephone Number, including
Area Code)
Peter J. Germain, Esquire
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
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X
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immediately upon filing pursuant to paragraph (b)
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on
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pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on
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pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on
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pursuant to paragraph (a)(2) of Rule 485
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If appropriate, check the following box:
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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Prospectus
November 1, 2018
The information contained herein
relates to all classes of the Fund's Shares, as listed below, unless otherwise noted.
Share Class
| Ticker
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A
FHEQX
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C
FHSCX
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R6
FHERX
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Federated Hermes SDG
Engagement Equity Fund
A Portfolio of Federated Adviser
Series
A mutual fund seeking to
provide long term capital appreciation alongside positive societal impact.
As with all mutual funds,
the Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
Not FDIC Insured ■ May Lose Value ■ No
Bank Guarantee
CONTENTS
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7
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10
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14
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20
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21
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23
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28
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32
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35
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Fund Summary
Information
Federated Hermes SDG Engagement
Equity Fund (the “Fund”)
RISK/RETURN SUMMARY: INVESTMENT
OBJECTIVE
The Fund's investment objective is to
provide long term capital appreciation alongside positive societal impact. The objective may be changed by the Fund's Board of Trustees (the “Trustees”) without shareholder approval.
RISK/RETURN SUMMARY: FEES AND
EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class A Shares (A), Class C Shares (C) and Class R6 Shares (R6) of the Fund. You may qualify for certain sales
charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in certain classes of Federated Funds. More information about these and other discounts is available from your
financial professional, in the “What Do Shares Cost?” section of the Prospectus on page 14 and in “Appendix B” to this Prospectus. If you purchase the Fund's R6 Shares through a broker acting
as an agent on behalf of its customers, you may be required to pay a commission to such broker; such commissions, if any, are not reflected in the Example below.
Shareholder Fees (fees paid directly from your investment)
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A
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C
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R6
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Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
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5.50%
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None
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None
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Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)
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0.00%
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1.00%
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None
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Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of offering price)
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None
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None
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None
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Redemption Fee (as a percentage of amount redeemed, if applicable)
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None
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None
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None
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Exchange Fee
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None
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None
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None
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Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
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Management Fee
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0.75%
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0.75%
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0.75%
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Distribution (12b-1) Fee
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0.00%
1
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0.75%
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None
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Acquired Fund Fees and Expenses
2
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0.01%
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0.01%
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0.01%
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Other Expenses
2
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0.95%
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0.95%
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0.60%
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Total Annual Fund Operating Expenses
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1.71%
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2.46%
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1.36%
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Fee Waiver and/or Expense Reimbursements
3
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(0.51)%
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(0.51)%
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(0.42)%
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Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements
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1.20%
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1.95%
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0.94%
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1
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The Fund has adopted a Distribution (12b-1) Plan for its Class A Shares pursuant to which the A class of the Fund may incur or charge a Distribution (12b-1) Fee of up to a maximum of 0.05%. No such fee
is currently incurred or charged by the A class of the Fund. The A class of the Fund will not incur or charge such a Distribution (12b-1) Fee until such time as approved by the Trustees.
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2
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Acquired Fund Fees and Expenses and Other Expenses are based on estimated amounts for the current fiscal year.
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3
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The Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. Total annual fund operating
expenses (excluding acquired fund fees and expenses, tax reclaim recovery expenses, interest expense, extraordinary expenses, and proxy-related expenses, paid by the Fund, if any) paid by the Fund's A class, C class
and R6 class (after the voluntary waivers and/or reimbursements) will not exceed 1.19%, 1.94% and 0.93% (the “Fee Limit”), respectively, up to but not including the later of (the “Termination
Date”): (a) November 1, 2019; or (b) the date of the Fund's next effective Prospectus. While the Adviser and its affiliates currently do not anticipate terminating or increasing these additional arrangements
prior to the Termination Date, these additional arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Trustees.
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Example
This
Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The
Example assumes that you invest $10,000 for the time periods indicated and then redeem all of your Shares at the end of those periods. Expenses assuming no redemption are also shown. The Example also assumes that your
investment has a 5% return each year and that the operating expenses are as shown in the table above and remain the same. Although your actual costs and returns may be higher or lower, based on these assumptions your
costs would be:
Share Class
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1 Year
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3 Years
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A:
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Expenses assuming redemption
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$714
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$1,059
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Expenses assuming no redemption
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$714
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$1,059
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C:
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Expenses assuming redemption
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$349
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$767
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Expenses assuming no redemption
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$249
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$767
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R6:
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Expenses assuming redemption
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$138
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$431
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Expenses assuming no redemption
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$138
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$431
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PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example above, affect the Fund's performance. The
Fund is a new fund, has not yet completed its first fiscal year of operation and has no portfolio turnover yet to report.
RISK/RETURN SUMMARY: INVESTMENTS,
RISKS and PERFORMANCE
What are the Fund's Main
Investment Strategies?
The
Fund pursues its investment objective of long-term capital appreciation alongside positive societal impact by investing, under normal circumstances, at least 80% of its net assets in equity securities.
In
seeking to achieve its objective, the Fund may invest its assets in companies of all capitalizations, however, the Fund's investment adviser or sub-adviser (as applicable, the “Adviser”) anticipates that
the Fund will be primarily invested in equity securities and equity-related securities (such as depositary receipts) of small- and mid-capitalization companies in both the United States and foreign markets (including
emerging markets).
The Fund may also invest in and/or gain exposure to securities of other investment companies including exchange-traded funds (ETFs), real estate investment trusts (REITs), and money market funds
including funds advised by the Adviser or its affiliates.
In
managing the assets of the Fund, the Adviser will seek to invest in companies that, in its view, provide the potential for long-term capital appreciation while also contributing to positive societal impact aligned to
the United Nations Sustainable Development Goals (the “UN Sustainable Development Goals”) (as outlined in further detail below).
1
It will do so by performing bottom-up fundamental analysis of financial criteria such as balance sheet quality, franchise
value (i.e., brand strength and sustainability of the business model) and quality of management. The review process may include analysis of financial statements, meetings with management, consideration of the general
economic environment in which the company operates, structural growth potential of the relevant industry segment and other relevant factors which allow the Adviser to assess the intrinsic value of a company, and a
comparison to the market valuation, as reflected in the current share price. The Adviser also will use standard accounting methodologies to assess the growth prospects of a company by estimating its future operating
cash flow less capital expenditures (adjusted for the time value of money). The Adviser believes this analysis may help determine whether the companies may provide the potential for long-term capital appreciation,
notwithstanding that equities of such companies may, at the time of purchase, be undervalued.
In
addition to fundamental financial indicator criteria, the Adviser may consider engagement criteria such as assessment of company management competence, integrity, and vision, as well as exposure to one or multiple UN
Sustainable Development Goals.
The Adviser intends to invest in small- and mid-capitalization companies that it believes will implement best in class UN Sustainable Development Goals practices. The Adviser will utilize
bottom-up analysis of companies' respective supply chains, direct operations, products and services to identify those businesses with the best opportunity for improvement in areas such as education, water, and energy
conservation.
The
Fund will not be subject to any limitation on the types of companies in which it may invest (either in terms of industry or focus) so long as these companies are viewed by the Adviser to provide the potential for
long-term capital appreciation while also contributing to positive societal impact aligned to the UN Sustainable Development Goals. The Fund may, from time to time, have larger allocations to certain broad market
sectors in attempting to achieve its investment objective.
The
Fund may invest in other investment companies (including ETFs) and futures contracts to implement elements of its investment strategy, including for cash flow management, cost effectiveness, and gaining exposure to
certain markets and securities in a quicker and/or more efficient manner. There can be no assurance that the Fund's use of futures contracts will work as intended. Futures contract investments made by the Fund are
included within the Fund's 80% policy and are calculated at market value.
The
Fund will invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are invested in equity securities. The Fund will notify shareholders at least 60 days in advance of any
change in its investment policy that would permit the Fund to invest, under normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in investments in equity securities.
1
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Please refer to https://sustainabledevelopment.un.org/?menu=1300 for further information on the United Nations Sustainable Development Goals
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Portfolio Turnover
The
Fund actively trades its portfolio securities in an attempt to achieve its investment objective, although the Fund expects to have low portfolio turnover. Active trading may cause the Fund to have an increased
portfolio turnover rate and increase the Fund's trading costs, which may have an adverse impact on the Fund's performance. An active trading strategy may result in the Fund generating more short-term capital gains or
losses. Short-term gains are generally taxed at a higher rate than long-term gains. Any short-term losses are used first to offset short-term gains.
What are the Main (or Principal)
Risks of Investing in the Fund?
All
mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Fund's returns include:
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Stock Market Risk.
The value of equity securities in the Fund's portfolio will fluctuate and, as a result, the Fund's Share price may decline suddenly or over a sustained period of time. Information publicly
available about a company, whether from the company's financial statements or other disclosures or from third parties, or information available to some but not all market participants, can affect the price of a
company's shares in the market. Among other factors, equity securities may decline in value because of an increase in interest rates or changes in the stock market. Recent and potential future changes in industry
and/or economic trends, as well as changes in monetary policy made by central banks and/or their governments, also can affect the level of interest rates and contribute to the development of or increase in volatility,
illiquidity, shareholder redemptions and other adverse effects (such as a decline in a company's stock price), which could negatively impact the Fund's performance.
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■
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Risks of Investing for UN Sustainable Development Goals.
The Fund's strategy is to target companies the Adviser believes will contribute positive societal impact aligned to the UN Sustainable Development Goals. The Fund may underperform funds
that do not have such a strategy.
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Real Estate Investment Trust Risk.
Real estate investment trusts (REITs) carry risks associated with owning real estate, including the potential for a decline in value due to economic or market conditions.
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Risk of Foreign Investing.
The foreign markets in which the Fund invests may be subject to economic or political conditions which are less favorable than those of the United States and may lack financial reporting
standards or regulatory requirements comparable to those applicable to U.S. companies.
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Risk of Investing in Depositary Receipts and Domestically Traded Securities of Foreign Issuers.
Because the Fund may invest in American Depositary Receipts and other domestically traded securities of foreign companies, whether in the United States or in foreign local markets, the
Fund's Share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than would otherwise be the case.
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Small-Cap Company Risk.
The Fund may invest in small capitalization (or “small-cap”) companies. Small-cap companies may have less liquid stock, a more volatile share price, unproven track records, a
limited product or service base, and limited access to capital. The above factors could make small-cap companies more likely to fail than larger companies, and increase the volatility of the Fund's portfolio,
performance and Share price.
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Mid-Cap Company Risk.
The Fund may invest in mid-capitalization (or “mid-cap”) companies. Mid-cap companies often have narrower markets, limited managerial and financial resources, more volatile
performance and greater risk of failure, compared to larger, more established companies. These factors could increase the volatility of the Fund's portfolio, performance and Share price.
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Currency Risk.
Exchange rates for currencies fluctuate daily. Accordingly, the Fund may experience increase volatility with respect to the value of its Shares and its returns as a result of its exposure
to foreign currencies through direct holding of such currencies or holding of non-U.S. dollar
denominated securities.
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Eurozone Related Risk.
A number of countries in the European Union (EU) have experienced, and may continue to experience, severe economic and financial difficulties. Additional EU member countries may also fall
subject to such difficulties. These events could negatively affect the value and liquidity of the Fund's investments in euro-denominated securities and derivative contracts, securities of issuers located in the EU or
with significant exposure to EU issuers or countries.
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Risk of Investing in Emerging Market Countries.
Securities issued or traded in emerging markets generally entail greater risks than securities issued or traded in developed markets. Emerging market countries may have relatively unstable
governments and may present the risk of nationalization of businesses, expropriation, confiscatory taxation or, in certain instances, reversion to closed market, centrally planned economies.
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Sector Risk.
Companies with similar characteristics may be grouped together in broad categories called sectors. Sector risk is the possibility that a certain sector may underperform other sectors or
the market as a whole. As the Adviser allocates more of the Fund's portfolio holdings to a particular sector, the Fund's performance will be more susceptible to any economic, business or other developments which
generally affect that sector.
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■
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Investment Style Risk.
The Fund may employ a combination of styles that impact its risk characteristics, such as growth and value investing. Due to the Fund's style of investing, the Fund's Share price may lag
that of other funds using a different investment style.
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■
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Liquidity Risk.
Trading opportunities are more limited for equity securities that are not widely held. This may make it more difficult to sell or buy a security at a favorable price or time. Liquidity
risk also refers to the possibility that the Fund may not be able to sell a security or close out a derivative contract when it wants to.
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■
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Custodial Services and Related Investment Costs.
Custodial services and other costs relating to investment in international securities markets generally are more expensive due to differing settlement and clearance procedures than those
of the United States. The inability of the Fund to make intended securities purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. In addition, security settlement and
clearance procedures in some emerging market countries may not fully protect the Fund against loss of its assets.
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■
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Exchange-Traded Funds Risk.
An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange traded). In addition, ETFs may be subject to the
following risks that do not apply to conventional funds: (i) the market price of an ETF's shares may trade above or below their net asset value; (ii) an active trading market for an ETF's shares may not develop or be
maintained; or (iii) trading of an ETF's shares may be halted if the listing exchange's officials deem such action appropriate.
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■
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Risk of Investing in Derivative Contracts.
Derivative contracts involve risks different from, or possibly greater than, risks associated with investing directly in securities and other traditional investments. Specific risk issues
related to the use of such contracts include valuation and tax issues, increased potential for losses and/or costs to the Fund, and a potential reduction in gains to the Fund. Each of these issues is described in
greater detail in this Prospectus. Derivative contracts may also involve other risks described in this Prospectus such as stock market, credit, currency, and liquidity risks.
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■
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Counterparty Credit Risk.
Credit risk includes the possibility that a party to a transaction involving the Fund will fail to meet its obligations. This could cause the Fund to lose the benefit of the transaction or
prevent the Fund from selling or buying other securities to implement its investment strategy.
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■
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Risk Related to the Economy.
The value of the Fund's portfolio may decline in tandem with a drop in the overall value of the markets in which the Fund invests and/or other markets. Economic, political and financial
conditions, or industry or economic trends and developments, may, from time to time, and for varying periods of time, cause the Fund to experience volatility, illiquidity, shareholder redemptions, or other potentially
adverse effects.
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■
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Technology Risk.
The Adviser uses various technologies in managing the Fund, consistent with its investment objective(s) and strategy described in this Prospectus. For example, proprietary and third-party
data and systems are utilized to support decision making for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar circumstances may impair the performance of
these systems, which may negatively affect Fund performance.
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The
Shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or 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.
PERFORMANCE: BAR CHART AND
TABLE
A
performance bar chart and total return information for the Fund will be provided after the Fund has been in operation for a full calendar year. Updated performance information for the Fund is available under the
“Products” section at FederatedInvestors.com or by calling 1-800-341-7400.
Fund Management
The Fund's Investment Adviser is Federated Global Investment Management Corporation. The Fund's Sub-Adviser is Hermes Investment Management Limited. Federated holds a majority sixty percent
interest in the Sub-Adviser and, upon the exercise in the future of certain put/call rights under a Put/Call Option Deed between Federated and another shareholder of the Sub-Adviser, Federated anticipates holding an
89.5% interest in the Sub-Adviser.
Hamish
Galpin, Portfolio Manager, has been the Fund's portfolio manager since November 2018.
purchase and sale of fund
shares
You may
purchase, redeem or exchange Shares of the Fund on any day the New York Stock Exchange is open. Shares may be purchased through a financial intermediary firm that has entered into a Fund selling and/or servicing
agreement with the Distributor or an affiliate (“Financial Intermediary”) or directly from the Fund, by wire or by check. Please note that certain purchase restrictions may apply. Redeem or exchange Shares
through a financial intermediary or directly from the Fund by telephone at 1-800-341-7400 or by mail.
A & C Classes
The
minimum investment amount for the Fund's A & C classes is generally $1,500 for initial investments and $100 for subsequent investments. The minimum initial and subsequent investment amounts for Individual
Retirement Accounts are $250 and $100, respectively. There is no minimum initial or subsequent investment amount for employer-sponsored retirement plans. Certain types of accounts are eligible for lower minimum
investments. The minimum investment for Systematic Investment Programs is $50.
R6 Class
There
are no minimum initial or subsequent investment amounts required. The minimum investment amount for Systematic Investment Programs is $50.
Tax Information
A & C Classes
The
Fund's distributions are taxable as ordinary income or capital gains except when your investment is through a 401(k) plan, an Individual Retirement Account or other tax-advantaged investment plan.
R6 Class
The
Fund's distributions are taxable as ordinary income or capital gains except when your investment is through a tax-advantaged investment plan.
Payments to Broker-Dealers and
Other Financial Intermediaries
A & C Classes
If you
purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and/or its related companies may pay the intermediary for the sale of Fund Shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial
intermediary's website for more information.
Payments to
Broker-Dealers and Other Financial Intermediaries
R6 Class
Class
R6 Shares do not make any payments to financial intermediaries, either from Fund assets or from the investment adviser and its affiliates.
What are the Fund's
Investment Strategies?
The
Fund's investment objective to provide long-term capital appreciation alongside positive societal impact. While there is no assurance that the Fund will achieve its investment objective, it endeavors to do so by
following the principal strategies and policies described in this Prospectus. This objective may be changed by the Fund's Board of Trustees (the “Trustees”) without shareholder approval.
The
Fund pursues its investment objective by investing, under normal circumstances, at least 80% of its net assets in equity securities.
In seeking to achieve its objective, the Fund may invest its assets in companies of all capitalizations, however, the Fund's investment adviser or sub-adviser (as applicable, the
“Adviser”) anticipates that the Fund will be primarily invested in equity securities and equity-related securities (such as depositary receipts) of small- and mid-capitalization companies in both the
United States and foreign markets (including emerging markets). Small- and mid-capitalization companies will normally be defined as companies with market capitalizations similar to the constituents of the Fund's
benchmark, the MSCI All Country World SMID Index. As of September 28, 2018, the capitalization of companies included in the MSCI All Country World SMID Index ranged from approximately $11 million to $29 billion.
The
Fund may also invest in and/or gain exposure to securities of other investment companies including exchange-traded funds (ETFs), real estate investment trusts (REITs), and money market funds including funds advised by
the Adviser or its affiliates.
In
managing the assets of the Fund, the Adviser will seek to invest in companies that, in its view, provide the potential for long-term capital appreciation while also contributing to positive societal impact aligned to
the United Nations Sustainable Development Goals (the “UN Sustainable Development Goals”) (as outlined in further detail below).
1
It will do so by performing bottom-up fundamental analysis of financial criteria such as balance sheet quality, franchise
value (i.e., brand strength and sustainability of the business model) and quality of management. The review process may include analysis of financial statements, meetings with management, consideration of the general
economic environment in which the company operates, structural growth potential of the relevant industry segment and other relevant factors which allow the Adviser to assess the intrinsic value of a company, and a
comparison to the market valuation, as reflected in the current share price. The Adviser also will use standard accounting methodologies to assess the growth prospects of a company by estimating its future operating
cash flow less capital expenditures (adjusted for the time value of money). The Adviser believes this analysis may help determine whether the companies may provide the potential for long-term capital appreciation,
notwithstanding that equities of such companies may, at the time of purchase, be undervalued.
In
addition to fundamental financial indicator criteria, the Adviser may consider engagement criteria such as assessment of company management competence, integrity, and vision, as well as exposure to one or multiple UN
Sustainable Development Goals.
The Adviser intends to invest in small- and mid-capitalization companies that it believes will implement best in class UN Sustainable Development Goals practices. The Adviser will utilize
bottom-up analysis of companies' respective supply chains, direct operations, products and services to identify those businesses with the best opportunity for improvement in areas such as education, water, and energy
conservation.
It is
anticipated that by identifying solutions to meeting specific UN Sustainable Development Goals, companies will be able to incrementally improve long-term financial returns and resilience by generating higher sales and
better productivity by delivering, for example, improved health or educational outcomes for their employees and local community. The Adviser's in-house stewardship team will support the identification of, and
engagement with, suitable companies that meet the criteria outlined above and below. The UN Sustainable Development Goals are as follows: no poverty; zero hunger; good health and well-being; quality education; gender
equality; clean water and sanitation; affordable and clean energy; decent work and economic growth; industry, innovation and infrastructure; reduced inequalities; sustainable cities and communities; responsible
consumption and production; climate action; life below water; life on land; peace, justice and strong institutions; and partnership for the goals.
The
Fund will not be subject to any limitation on the types of companies in which it may invest (either in terms of industry or focus) so long as these companies are viewed by the Adviser to provide the potential for
long-term capital appreciation while also contributing to positive societal impact aligned to the UN Sustainable Development Goals. The Fund may, from time to time, have larger allocations to certain broad market
sectors in attempting to achieve its investment objective.
In making its investment decisions, the Adviser will seek to consider its corporate governance and/or responsible investment policies (“CGRI Guidelines”) with regards to the holding
of either individual securities or various categories or classes of securities. The Adviser will typically sell a security either when its analysis indicates that a company is fully valued and it has either met the
defined engagement objectives aligned to the UN Sustainable Development Goals or the Adviser does not believe that these objectives will be met, or when there is a material change in a company's investment thesis that
would prompt a sale. The CGRI Guidelines are intended to provide guidance on achieving best practice standards of corporate governance and equity stewardship in order to make informed investment decisions.
The
Fund may invest in other investment companies, including ETFs, and futures contracts to implement elements of its investment strategy, including for cash flow management, cost effectiveness, and gaining exposure to
certain markets and securities in a quicker and/or more efficient manner. There can be no assurance that the Fund's use of futures contracts will work as intended. Futures contract investments made by the Fund are
included within the Fund's 80% policy and are calculated at market value.
The
Fund will invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are invested in equity securities. The Fund will notify shareholders at least 60 days in advance of any
change in its investment policy that would permit the Fund to invest, under normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in investments in equity securities.
1
|
Please refer to https://sustainabledevelopment.un.org/?menu=1300 for further information on the United Nations Sustainable Development Goals
|
PORTFOLIO TURNOVER
The
Fund actively trades its portfolio securities in an attempt to achieve its investment objective, although the Fund expects to have low portfolio turnover. Active trading may cause the Fund to have an increased
portfolio turnover rate and increase the Fund's trading costs, which may have an adverse impact on the Fund's performance. An active trading strategy may result in the Fund generating more short-term capital gains or
losses. Short-term gains are generally taxed at a higher rate than long-term gains. Any short-term losses are used first to offset short-term gains.
TEMPORARY INVESTMENTS
The
Fund may temporarily depart from its principal investment strategies by investing its assets in shorter-term debt securities and similar obligations or holding cash. It may do this in response to unusual
circumstances, such as: adverse market, economic or other conditions (for example, to help avoid potential losses, or during periods when there is a shortage of appropriate securities); to maintain liquidity to meet
shareholder redemptions; or to accommodate cash inflows. It is possible that when the Fund takes temporary defensive positions, these positions could affect the Fund's investment returns and/or the Fund may not
achieve its investment objectives.
What are the Fund's
Principal Investments?
The
following provides general information on the Fund's principal investments. The Fund's Statement of Additional Information (SAI) provides information about the Fund's non-principal investments and may provide
additional information about the Fund's principal investments.
Equity Securities
Equity
securities represent a share of an issuer's earnings and assets, after the issuer pays its liabilities. The Fund cannot predict the income it will receive from equity securities because issuers generally have
discretion as to the payment of any dividends or distributions. However, equity securities offer greater potential for appreciation than many other types of securities, because their value increases directly with the
value of the issuer's business.
The
following describes the equity securities in which the Fund principally invests.
Common Stocks
Common
stocks are the most prevalent type of equity security. Common stocks receive the issuer's earnings after the issuer pays its creditors and any preferred stockholders. As a result, changes in an issuer's earnings
directly influence the value of its common stock.
Real Estate Investment Trusts
(REITs)
REITs
are real estate investment trusts (including foreign REITs and REIT-like entities) that lease, operate and finance commercial real estate. REITs in the United States are exempt from federal corporate income tax if
they limit their operations and distribute most of their income. Such tax requirements limit a U.S. REIT's ability to respond to changes in the commercial real estate market. The Fund is not eligible for a deduction
from dividends received from REITs that is available to individuals who invest directly in REITs.
Foreign Securities
Foreign
securities are securities of issuers based outside the United States. To the extent a Fund invests in securities included in its applicable broad-based securities market index, the Fund may consider an issuer to be
based outside the United States if the applicable index classifies the issuer as based outside the United States. Accordingly, the Fund may consider an issuer to be based outside the United States if the issuer
satisfies at least one, but not necessarily all, of the following:
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it is organized under the laws of, or has its principal office located in, another country;
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the principal trading market for its securities is in another country;
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it (directly or through its consolidated subsidiaries) derived in its most current fiscal year at least 50% of its total assets, capitalization, gross revenue or profit from goods produced, services
performed or sales made in another country; or
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it is classified by an applicable index as based outside the United States.
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Foreign
securities are primarily denominated in foreign currencies. Along with the risks normally associated with domestic securities of the same type, foreign securities are subject to currency risks and risks of foreign
investing.
Depositary Receipts and
Domestically Traded Securities of Foreign Issuers (Types of Foreign Equity Securities)
Depositary receipts represent interests in underlying securities issued by a foreign company. Depositary receipts are not traded in the same market as the underlying security. American Depositary Receipts (ADRs)
provide a way to buy shares of foreign-based companies in the United States rather than in overseas markets. ADRs are also traded in U.S. dollars, eliminating the need for foreign exchange transactions. The foreign
securities underlying European Depositary Receipts, Global Depositary Receipts and International Depositary Receipts are traded globally or outside the United States. Depositary receipts involve many of the same risks
of investing directly in foreign securities, including currency risks and risks of foreign investing. The Fund may also invest in securities issued directly by foreign companies and traded in U.S. dollars in U.S.
markets.
Foreign Exchange Contracts
In
order to convert U.S. dollars into the currency needed to buy a foreign security, or to convert foreign currency received from the sale of a foreign security into U.S. dollars, the Fund may enter into spot currency
trades. In a spot trade, the Fund agrees to exchange one currency for another at the current exchange rate. The Fund may also enter into derivative contracts in which a foreign currency is an underlying asset. The
exchange rate for currency derivative contracts may be higher or lower than the spot exchange rate. Use of these derivative contracts may increase or decrease the Fund's exposure to currency risks.
Investing in Securities of Other
Investment Companies
The
Fund may invest its assets in securities of other investment companies, including the securities of affiliated money market funds, as an efficient means of implementing its investment strategies and/or managing its
uninvested cash. These other investment companies are managed independently of the Fund and incur additional fees and/or expenses which would, therefore, be borne indirectly by the Fund in connection with any such
investment. However, the Adviser believes that the benefits and efficiencies of this approach should outweigh the potential additional fees and/or expenses. The Fund may invest in money market securities directly.
Derivative Contracts
Derivative contracts are financial instruments that require payments based upon changes in the values of designated securities, commodities, currencies, indices, or other assets or instruments including other
derivative contracts, (each a “Reference Instrument” and collectively, “Reference Instruments”). Each party to a derivative contract may sometimes be referred to as a counterparty. Some
derivative contracts require payments relating to an actual, future trade involving the Reference Instrument. These types of derivatives are frequently referred to as “physically settled” derivatives.
Other derivative contracts require payments relating to the income or returns from, or changes in the market value of, a Reference Instrument. These types of derivatives are known as “cash-settled”
derivatives, since they require cash payments in lieu of delivery of the Reference Instrument.
Many
derivative contracts are traded on securities or commodities exchanges. In this case, the exchange sets all the terms of the contract except for the price. Investors make payments due under their contracts through the
exchange. Most exchanges require investors to maintain margin accounts through their brokers to cover their potential obligations to the exchange. Parties to the contract make (or collect) daily payments to the margin
accounts to reflect losses (or gains) in the value of their contracts. This protects investors against potential defaults by the other party to the contract. Trading contracts on an exchange also allows investors to
close out their contracts by entering into offsetting contracts.
The
Fund may also trade derivative contracts over-the-counter (OTC) in transactions negotiated directly between the Fund and a financial institution. OTC contracts do not necessarily have standard terms, so they may be
less liquid and more difficult to close out than exchange-traded contracts. In addition, OTC contracts with more specialized terms may be more difficult to value than exchange-traded contracts, especially in times of
financial stress.
The
market for swaps and other OTC derivatives was largely unregulated prior to the enactment of federal legislation known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Act”). Regulations enacted by the Commodity Futures Trading Commission (the CFTC) under the Dodd-Frank Act require the Fund to clear certain swap contracts through a clearing house or central counterparty (a
CCP).
To
clear a swap through the CCP, the Fund will submit the contract to, and post margin with, a futures commission merchant (FCM) that is a clearing house member. The Fund may enter into the swap with a financial
institution other than the FCM and arrange for the contract to be transferred to the FCM for clearing, or enter into the contract with the FCM itself. If the Fund must centrally clear a transaction, the CFTC's
regulations also generally require that the swap be executed on a registered exchange or through a market facility that is known as a swap execution facility or SEF. Central clearing is presently required only for
certain swaps; the CFTC is expected to impose a mandatory central clearing requirement for additional derivative instruments over time.
The
CCP, SEF and FCM are all subject to regulatory oversight by the CFTC. In addition, most derivative market participants are now regulated as swap dealers or major swap participants and are subject to certain minimum
capital and margin requirements and business conduct standards. Similar regulatory requirements are expected to apply to derivative contracts that are subject to the jurisdiction of the SEC, although the SEC has not
yet finalized its regulations. In addition, uncleared OTC swaps will be subject to regulatory collateral requirements that could adversely affect the Fund's ability to enter into swaps in the OTC market. These
developments could cause the Fund to terminate new or existing swap agreements or to realize amounts to be received under such instruments at an inopportune time.
Until
the mandated rulemaking and regulations are implemented completely, it will not be possible to determine the complete impact of the Dodd-Frank Act and related regulations on the Fund.
Depending on how the Fund uses derivative contracts and the relationships between the market value of a derivative contract and the Reference Instrument, derivative contracts may increase or decrease the Fund's
exposure to the risks of the Reference Instrument, and may also expose the Fund to liquidity and leverage risks. OTC contracts also expose the Fund to credit risks in the event that a counterparty defaults on the
contract, although this risk may be mitigated by submitting the contract for clearing through a CCP.
Payment
obligations arising in connection with derivative contracts are frequently required to be secured with margin (which is commonly called “collateral”).
The
Fund may invest in a derivative contract if it is permitted to own, invest in, or otherwise have economic exposure to the Reference Instrument. The Fund is not required to own a Reference Instrument in order to buy or
sell a derivative contract relating to that Reference Instrument. The Fund may trade in the following specific types and/or combinations of derivative contracts.
Futures Contracts (A Type of
Derivative)
Futures
contracts provide for the future sale by one party and purchase by another party of a specified amount of a Reference Instrument at a specified price, date and time. Entering into a contract to buy a Reference
Instrument is commonly referred to as buying a contract or holding a long position in the asset. Entering into a contract to sell a Reference Instrument is commonly referred to as selling a contract or holding a short
position in the Reference Instrument. Futures contracts are considered to be commodity contracts. The Adviser has claimed an exclusion from the definition of the term “commodity pool operator” under the
Commodity Exchange Act with respect to the Fund and, therefore, is not subject to registration or regulation with respect to the Fund. Futures contracts traded OTC are frequently referred to as forward contracts. The
Fund can buy or sell financial futures (such as index futures and security futures), as well as currency futures and currency forward contracts.
OTHER INVESTMENTS, TRANSACTIONS,
TECHNIQUES
Investing in Exchange-Traded
Funds
The
Fund may invest in exchange-traded funds (ETFs) as an efficient means of carrying out its investment strategies. As with traditional mutual funds, ETFs charge asset-based fees, although these fees tend to be
relatively low. ETFs are traded on stock exchanges or on the over-the-counter market. ETFs do not charge initial sales charges or redemption fees and investors pay only customary brokerage fees to buy and sell ETF
shares.
Asset Segregation
In order to secure its obligations in connection with derivative contracts or special transactions, the Fund will either own the underlying assets, enter into offsetting transactions or set aside
cash or readily marketable securities in each case, as provided by the SEC or SEC staff guidance. This requirement may cause the Fund to miss favorable trading opportunities, due to a lack of sufficient cash or
readily marketable securities. This requirement may also cause the Fund to realize losses on offsetting or terminated derivative contracts or special transactions.
What are the Specific
Risks of Investing in the Fund?
The
following describes the principal risks associated with the Fund's principal investments, including the risks to which the Fund's portfolio as a whole is expected to be subject and the circumstances reasonably likely
to affect adversely the Fund's net asset value and total return. Any additional risks associated with the Fund's non-principal investments are described in the Fund's SAI. The Fund's SAI also may provide additional
information about the risks associated with the Fund's principal investments.
Stock Market Risk
The
value of equity securities in the Fund's portfolio will rise and fall over time. These fluctuations could be a sustained trend or a drastic movement. Historically, the equity market has moved in cycles, and the value
of the Fund's securities may fluctuate from day to day. The Fund's portfolio will reflect changes in prices of individual portfolio stocks or general changes in stock valuations. Consequently, the Fund's Share price
may decline. The Adviser attempts to manage market risk by limiting the amount the Fund invests in each company's equity securities. However, diversification will not protect the Fund against widespread or prolonged
declines in the stock market.
Information publicly available about a company, whether from the company's financial statements or other disclosures or from third parties, or information available to some but not all market participants, can
affect the price of a company's shares in the market. The price of a company's shares depends significantly on the information publicly available about the company. The reporting of poor results by a company, the
restatement of a company's financial statements or corrections to other information regarding a company or its business may adversely affect the price of its shares, as would allegations of fraud or other misconduct
by the company's management. The Fund may also be disadvantaged if some market participants have access to material information not readily available to other market participants, including the Fund.
Risks of Investing for UN
Sustainable Development Goals
The
Fund's strategy is to target companies the Adviser believes will contribute positive societal impact aligned to the UN Sustainable Development Goals. The Fund may underperform funds that do not have such a strategy.
This strategy may result in the Fund's forgoing opportunities to buy certain securities when it might otherwise be advantageous to do so. The Adviser's assessment of a company's alignment to the UN Sustainable
Development Goals may change over time, which could cause the Fund to temporarily hold securities that do not align as closely with the UN Sustainable Development Goals as initially determined by the Adviser, or may
cause the Fund to sell securities when it might be otherwise disadvantageous for it to do so. In evaluating a company, the Adviser is dependent upon information and data that may be incomplete, inaccurate or
unavailable, which could cause the Adviser to incorrectly assess a company's alignment to the UN Sustainable Development Goals. The Adviser's assessment of a company's alignment to the UN Sustainable Development Goals
depends upon an analysis of a number of factors and may be evaluated differently by different managers.
REAL ESTATE INVESTMENT TRUST
RISK
Real
estate investment trusts (REITs), including foreign REITs and REIT-like entities, are subject to risks associated with the ownership of real estate. Some REITs experience market risk due to investment in a limited
number of properties, in a narrow geographic area, or in a single property type, which increases the risk that such REIT could be unfavorably affected by the poor performance of a single investment or investment type.
These companies are also sensitive to factors such as changes in real estate values and property taxes, interest rates, cash flow of underlying real estate assets, supply and demand and the management skill and
creditworthiness of the issuer. Borrowers could default on or sell investments that a REIT holds, which could reduce the cash flow needed to make distributions to investors. In addition, REITs may also be affected by
tax and regulatory requirements impacting the REITs' ability to qualify for preferential tax treatments or exemptions. REITs require specialized management and pay management expenses. REITs also are subject to
physical risks to real property, including weather, natural disasters, terrorist attacks, war, or other events that destroy real property. Foreign REITs and REIT-like entities can also be subject to currency risk,
emerging market risk, limited public information, illiquid trading and the impact of local laws.
REITs
include equity REITs and mortgage REITs. Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended.
Further, equity and mortgage REITs are dependent upon management skills and generally may not be diversified. Equity and mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers and
self-liquidations. In addition, equity and mortgage REITs could possibly fail to qualify for tax-free pass-through of income under applicable tax laws or to maintain their exemptions from registration under the
Investment Company Act of 1940, as amended. The above factors may also adversely affect a borrower's or a lessee's ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the
REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments. In addition, even many of the larger REITs in the industry tend
to be small to medium-sized companies in relation to the equity markets as a whole.
Effective for taxable years beginning after December 31, 2017, the recently enacted Tax Cuts and Jobs Act generally allows individuals and certain other non-corporate entities, such as partnerships, a deduction for
20% of qualified REIT dividends. However, the new law does not include any provision for a RIC to pass the character of its qualified REIT dividends through to its shareholders. As a result, an investor who invests
directly in REITs will be able to receive the benefit of that deduction, while a shareholder in the Fund will not.
Risk of Foreign Investing
Foreign
securities pose additional risks because foreign economic or political conditions may be less favorable than those of the United States. Securities in foreign markets may also be subject to taxation policies that
reduce returns for U.S. investors.
Foreign
companies may not provide information (including financial statements) as frequently or to as great an extent as companies in the United States. Foreign companies may also receive less coverage than U.S. companies by
market analysts and the financial press. In addition, foreign countries may lack uniform accounting, auditing and financial reporting standards or regulatory requirements comparable to those applicable to U.S.
companies. These factors may prevent the Fund and its Adviser from obtaining information concerning foreign companies that is as frequent, extensive and reliable as the information available concerning companies in
the United States.
Foreign
countries may have restrictions on foreign ownership of securities or may impose exchange controls, capital flow restrictions or repatriation restrictions which could adversely affect the liquidity of the Fund's
investments.
Risk of Investing In Depositary
Receipts and Domestically Traded Securities of Foreign Issuers
Because
the Fund may invest in ADRs and other domestically traded securities of foreign companies, whether in the United States or in foreign local markets, the Fund's Share price may be more affected by foreign economic and
political conditions, taxation policies and accounting and auditing standards than would otherwise be the case. Foreign companies may not provide information as frequently or to as great an extent as companies in the
United States. Foreign companies may also receive less coverage than U.S. companies by market analysts and the financial press. In addition, foreign companies may lack uniform accounting, auditing and financial
reporting standards or regulatory requirements comparable to those applicable to U.S. companies. These factors may prevent the Fund and its Adviser from obtaining information concerning foreign companies that is as
frequent, extensive and reliable as the information concerning companies in the United States.
Small-Cap Company Risk
The
Fund may invest in small capitalization (or “small-cap”) companies. Market capitalization is determined by multiplying the number of a company's outstanding shares by the current market price per share.
Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. Companies with smaller market capitalizations also
tend to have unproven track records, a limited product or service base and limited access to capital. Newer companies with unproven business strategies also tend to be smaller companies. The above factors increase
risks and make these companies more likely to fail than companies with larger market capitalizations, and could increase the volatility of the Fund's portfolio and performance. Shareholders should expect that the
value of the Fund's Shares will be more volatile than a fund that invests exclusively in mid-cap or large-cap companies.
Mid-Cap Company Risk
The
Fund may invest in mid-capitalization (or “mid-cap”) companies. Market capitalization is determined by multiplying the number of a company's outstanding shares by the current market price per share.
Mid-cap companies often have narrower markets and limited managerial and financial resources compared to larger, more established companies. The performance of mid-cap companies can be more volatile and they face
greater risk of business failure, compared to larger, more established companies, which could increase the volatility of the Fund's portfolio and performance. Shareholders should expect that the value of the Fund's
Shares will be more volatile than a fund that invests exclusively in large-cap companies.
Currency Risk
Exchange rates for currencies fluctuate daily. The combination of currency risk and market risks tends to make securities traded in foreign markets more volatile than securities traded exclusively in the United
States. The Adviser attempts to manage currency risk by limiting the amount the Fund invests in securities denominated in a particular currency. However, diversification will not protect the Fund against a general
increase in the value of the U.S. dollar relative to other currencies.
Investing in currencies or securities denominated in a foreign currency, entails risk of being exposed to a currency that may not fully reflect the strengths and weaknesses of the economy of the country or region
utilizing the currency. Currency risk includes both the risk that currencies in which the Fund's investments are traded, or currencies in which the Fund has taken an active investment position, will decline in value
relative to the U.S. dollar and, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged. In addition, it is possible that a currency (such as,
for example, the euro) could be
abandoned in the future by countries that have already adopted its use, and the effects of such an abandonment on the applicable country and the rest of the countries utilizing the currency are uncertain but could
negatively affect the Fund's investments denominated in the currency. If a currency used by a country or countries is replaced by another currency, the Fund's Adviser would evaluate whether to continue to hold any
investments denominated in such currency, or whether to purchase investments denominated in the currency that replaces such currency, at the time. Such investments may continue to be held, or purchased, to the extent
consistent with the Fund's investment objective(s) and permitted under applicable law.
Many
countries rely heavily upon export-dependent businesses and any strength in the exchange rate between a currency and the U.S. dollar or other currencies can have either a positive or a negative effect upon corporate
profits and the performance of investments in the country or region utilizing the currency. Adverse economic events within such country or region may increase the volatility of exchange rates against other currencies,
subjecting the Fund's investments denominated in such country's or region's currency to additional risks. In addition, certain countries, particularly emerging market countries, may impose foreign currency exchange
controls or other restrictions on the transferability, repatriation or convertibility of currency.
Eurozone Related risk
A
number of countries in the European Union (EU) have experienced, and may continue to experience, severe economic and financial difficulties. Additional EU member countries may also fall subject to such difficulties.
These events could negatively affect the value and liquidity of the Fund's investments in euro-denominated securities and derivatives contracts, securities of issuers located in the EU or with significant exposure to
EU issuers or countries. If the euro is dissolved entirely, the legal and contractual consequences for holders of euro-denominated obligations and derivative contracts would be determined by laws in effect at such
time. Such investments may continue to be held, or purchased, to the extent consistent with the Fund's investment objective(s) and permitted under applicable law. These potential developments, or market perceptions
concerning these and related issues, could adversely affect the value of the Shares.
Certain
countries in the EU have had to accept assistance from supra-governmental agencies such as the International Monetary Fund, the European Stability Mechanism (the ESM) or other supra-governmental agencies. The European
Central Bank has also been intervening to purchase Eurozone debt in an attempt to stabilize markets and reduce borrowing costs. There can be no assurance that these agencies will continue to intervene or provide
further assistance and markets may react adversely to any expected reduction in the financial support provided by these agencies. Responses to the financial problems by European governments, central banks and others
including austerity measures and reforms, may not work, may result in social unrest and may limit future growth and economic recovery or have other unintended consequences.
In
addition, one or more countries may abandon the euro and/or withdraw from the EU. The impact of these actions, especially if they occur in a disorderly fashion, could be significant and far-reaching. In June 2016, the
United Kingdom (U.K.) approved a referendum to leave the EU, commonly referred to as “Brexit,” which sparked depreciation in the value of the British pound, short-term declines in global stock markets and
heightened risk of continued worldwide economic volatility. As a result of Brexit, there is considerable uncertainty as to the arrangements that will apply to the U.K.'s relationship with the EU and other countries
leading up to, and following, its withdrawal. This long-term uncertainty may affect other countries in the EU and elsewhere. Further, the U.K.'s departure from the EU may cause volatility within the EU, triggering
prolonged economic downturns in certain European countries or sparking additional member states to contemplate departing the EU. In addition, Brexit can create actual or perceived additional economic stresses for the
U.K., including potential for decreased trade, capital outflows, devaluation of the British pound, wider corporate bond spreads due to uncertainty and possible declines in business and consumer spending as well as
foreign direct investment.
RISK OF INVESTING IN EMERGING
MARKET COUNTRIES
Securities issued or traded in emerging markets, including frontier markets, generally entail greater risks than securities issued or traded in developed markets. For example, the prices of such securities may be
significantly more volatile than prices of securities in developed countries. Emerging market economies may also experience more severe down-turns (with corresponding currency devaluations) than developed economies.
The economies of frontier market countries generally are smaller than those of traditional emerging market countries, and frontier capital markets and legal systems are typically less developed. As a result,
investments in frontier markets are subject to increased risks from extreme price volatility and illiquidity, government ownership of private enterprise or other protectionism, volatile currency movements, inadequate
investor protection, and fraud and corruption.
Emerging market countries may have relatively unstable governments and may present the risks of nationalization of businesses, expropriation, confiscatory taxation or, in certain instances, reversion to closed
market, centrally planned economies. These same risks exist and may be greater in frontier markets.
SECTOR RISK
Companies with similar characteristics may be grouped together in broad categories called sectors. Sector risk is the possibility that a certain sector may underperform other sectors or the market as a whole. As the
Adviser allocates more of the Fund's portfolio holdings to a particular sector, the Fund's performance will be more susceptible to any economic, business or other developments which generally affect that sector.
INVESTMENT STYLE RISK
Securities with different characteristics tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment. A fund may outperform or underperform other funds that employ
a different style. The Fund may employ a combination of styles that impact its risk characteristics, such as growth and value investing. Growth stocks may be more volatile than other stocks because they are more
sensitive to investor perceptions of the issuing company's growth of earnings potential. Growth-oriented funds will typically underperform when value investing is in favor. Value stocks are those which are out of
favor or undervalued in comparison to their peers due to adverse business developments or other factors. Value-oriented funds will typically underperform when growth investing is in favor.
Liquidity Risk
Trading
opportunities are more limited for equity securities that are not widely held. This may make it more difficult to sell or buy a security at a favorable price or time. Consequently, the Fund may have to accept a lower
price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Fund's performance. Infrequent trading of securities may also lead
to an increase in their price volatility.
Liquidity risk also refers to the possibility that the Fund may not be able to sell a security or close out a derivative contract when it wants to. If this happens, the Fund will be required to continue to hold the
security or keep the position open, and the Fund could incur losses.
OTC
derivative contracts generally carry greater liquidity risk than exchange-traded contracts. This risk may be increased in times of financial stress, if the trading market for OTC derivative contracts becomes
restricted.
CUSTODIAL SERVICES AND RELATED
INVESTMENT COSTS
Custodial services and other costs relating to investment in international securities markets generally are more expensive than in the United States. Such markets have settlement and clearance procedures that differ
from those in the United States. In certain markets, there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions.
The inability of the Fund to make intended securities purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Inability to dispose of a portfolio security caused by
settlement problems could result in losses to the Fund due to a subsequent decline in value of the portfolio security. In addition, security settlement and clearance procedures in some emerging market countries may
not fully protect the Fund against loss of its assets.
Exchange-Traded Funds Risk
An
investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies. The
price of an ETF can fluctuate up or down, and the Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not
apply to conventional funds: (i) the market price of an ETF's shares may trade above or below their net asset value; (ii) an active trading market for an ETF's shares may not develop or be maintained; or (iii) trading
of an ETF's shares may be halted if the listing exchange's officials deem such action appropriate, the shares are delisted from the exchange or the activation of market-wide “circuit breakers” (which are
tied to large decreases in stock prices) halts stock trading generally.
Risk of
Investing in Derivative Contracts
The
Fund's exposure to derivative contracts (either directly or through its investment in another investment company) involves risks different from, or possibly greater than, the risks associated with investing directly
in securities and other traditional investments. First, changes in the value of the derivative contracts in which the Fund invests may not be correlated with changes in the value of the underlying Reference
Instruments or, if they are correlated, may move in the opposite direction than originally anticipated. Second, while some strategies involving derivatives may reduce the risk of loss, they may also reduce potential
gains or, in some cases, result in losses by offsetting favorable price movements in portfolio holdings. Third, there is a risk that derivative contracts may be erroneously priced or improperly valued and, as a
result, the Fund may need to make increased cash payments to the counterparty. Fourth, exposure to derivative contracts may have tax consequences to the Fund and its shareholders. For example, derivative contracts may
cause the Fund to realize increased ordinary income or short-term capital gains (which are treated as ordinary income for Federal income tax purposes) and, as a result, may increase taxable distributions to
shareholders. In addition, under certain circumstances certain
derivative contracts may cause the Fund to: (a) incur an excise tax on a portion of the income related to those contracts; and/or (b) reclassify, as a return of capital, some or all of the distributions previously
made to shareholders during the fiscal year as dividend income. Fifth, a common provision in OTC derivative contracts permits the counterparty to terminate any such contract between it and the Fund, if the value of
the Fund's total net assets declines below a specified level over a given time period. Factors that may contribute to such a decline (which usually must be substantial) include significant shareholder redemptions
and/or a marked decrease in the market value of the Fund's investments. Any such termination of the Fund's OTC derivative contracts may adversely affect the Fund (for example, by increasing losses and/or costs, and/or
preventing the Fund from fully implementing its investment strategies). Sixth, the Fund may use a derivative contract to benefit from a decline in the value of a Reference Instrument. If the value of the Reference
Instrument declines during the term of the contract, the Fund makes a profit on the difference (less any payments the Fund is required to pay under the terms of the contract). Any such strategy involves risk. There is
no assurance that the Reference Instrument will decline in value during the term of the contract and make a profit for the Fund. The Reference Instrument may instead appreciate in value creating a loss for the Fund.
Seventh, a default or failure by a CCP or an FCM (also sometimes called a “futures broker”), or the failure of a contract to be transferred from an Executing Dealer to the FCM for clearing, may expose the
Fund to losses, increase its costs, or prevent the Fund from entering or exiting derivative positions, accessing margin, or fully implementing its investment strategies. The central clearing of a derivative and
trading of a contract over a SEF could reduce the liquidity in, or increase costs of entering into or holding, any contracts. Finally, derivative contracts may also involve other risks described in this Prospectus,
such as stock market, credit, currency and liquidity risks.
Counterparty Credit Risk
Credit
risk includes the possibility that a party to a transaction (such as a derivative transaction) involving the Fund will fail to meet its obligations. This could cause the Fund to lose money or to lose the benefit of
the transaction or prevent the Fund from selling or buying other securities to implement its investment strategy.
RISK RELATED TO THE ECONOMY
The
value of the Fund's portfolio may decline in tandem with a drop in the overall value of the markets in which the Fund invests and/or other markets based on negative developments in the U.S. and global economies.
Economic, political and financial conditions, or industry or economic trends and developments, may, from time to time, and for varying periods of time, cause volatility, illiquidity or other potentially adverse
effects in the financial markets, including the fixed-income market. The commencement, continuation or ending of government policies and economic stimulus programs, changes in monetary policy, increases or decreases
in interest rates, or other factors or events that affect the financial markets, including the fixed-income markets, may contribute to the development of or increase in volatility, illiquidity, shareholder redemptions
and other adverse effects which could negatively impact the Fund's performance. For example, the value of certain portfolio securities may rise or fall in response to changes in interest rates, which could result from
a change in government policies, and has the potential to cause investors to move out of certain portfolio securities, including fixed-income securities, on a large scale. This may increase redemptions from funds that
hold large amounts of certain securities and may result in decreased liquidity and increased volatility in the financial markets. Market factors, such as the demand for particular portfolio securities, may cause the
price of certain portfolio securities to fall while the prices of other securities rise or remain unchanged.
Technology Risk
The
Adviser uses various technologies in managing the Fund, consistent with its investment objective(s) and strategy described in this Prospectus. For example, proprietary and third-party data and systems are utilized to
support decision-making for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar circumstances may impair the performance of these systems, which may negatively
affect Fund performance.
What Do Shares Cost?
CALCULATION OF NET ASSET
VALUE
When
the Fund receives your transaction request in proper form (as described in this Prospectus under the sections entitled “How to Purchase Shares” and “How to Redeem and Exchange Shares”), it is
processed at the next calculated net asset value of a Share (NAV) plus any applicable front-end sales charge (“public offering price”). A Share's NAV is determined as of the end of regular trading on the
New York Stock Exchange (NYSE) (normally 4:00 p.m. Eastern time), each day the NYSE is open. The Fund calculates the NAV of each class by valuing the assets allocated to the Share's class, subtracting the liabilities
allocated to each class and dividing the balance by the number of Shares of the class outstanding.
The NAV for each class of Shares may
differ due to the level of expenses allocated to each class as well as a result of the variance between the amount of accrued investment income and capital gains or losses allocated to each class and the amount
actually distributed to shareholders of each class. The Fund's current NAV and/or public offering price may be found at FederatedInvestors.com, via online news sources and in certain newspapers.
You
can purchase, redeem or exchange Shares any day the NYSE is open.
When
the Fund holds securities that trade principally in foreign markets on days the NYSE is closed, the value of the Fund's assets may change on days you cannot purchase or redeem Shares. This may also occur when the U.S.
markets for fixed-income securities are open on a day the NYSE is closed.
In
calculating its NAV, the Fund generally values investments as follows:
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|
Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.
|
■
|
Derivative contracts listed on exchanges are valued at their reported settlement or closing price, except that options are valued at the mean of closing bid and asked quotations.
|
■
|
Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Board.
|
If any
price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, if the Fund cannot obtain price evaluations from a pricing service or from more than one dealer for an
investment within a reasonable period of time as set forth in the Fund's valuation policies and procedures, or if information furnished by a pricing service, in the opinion of the Valuation Committee, is deemed not
representative of the fair value of such security, the Fund uses the fair value of the investment determined in accordance with the procedures generally described below. There can be no assurance that the Fund could
obtain the fair value assigned to an investment if it sold the investment at approximately the time at which the Fund determines its NAV per share.
Shares
of other mutual funds are valued based upon their reported NAVs. The prospectuses for these mutual funds explain the circumstances under which they will use fair value pricing and the effects of using fair value
pricing.
Fair Valuation and Significant
Events Procedures
The
Board has ultimate responsibility for determining the fair value of investments for which market quotations are not readily available. The Board has appointed a Valuation Committee comprised of officers of the Fund,
the Adviser and certain of the Adviser's affiliated companies to assist in determining fair value and in overseeing the calculation of the NAV. The Board has also authorized the use of pricing services recommended by
the Valuation Committee to provide fair value evaluations of the current value of certain investments for purposes of calculating the NAV. In the event that market quotations and price evaluations are not available
for an investment, the Valuation Committee determines the fair value of the investment in accordance with procedures adopted by the Board. The Board periodically reviews and approves the fair valuations made by the
Valuation Committee and any changes made to the procedures. The Fund's SAI discusses the methods used by pricing services and the Valuation Committee to assist the Board in valuing investments.
Using
fair value to price investments may result in a value that is different from an investment's most recent closing price and from the prices used by other mutual funds to calculate their NAVs. The application of the
fair value procedures to an investment represent a good faith determination of such investment's fair value. There can be no assurance that the Fund could obtain the fair value assigned to an investment if it sold the
investment at approximately the time at which the Fund determines its NAV per share.
The
Board also has adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as
of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment's
value will change in response to the event and a reasonable basis for quantifying the resulting change in value.
Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:
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With respect to securities traded principally in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures contracts;
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Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
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Announcements concerning matters such as acquisitions, recapitalizations or litigation developments or a natural disaster affecting the issuer's operations or regulatory changes or
market developments affecting the issuer's industry.
|
The
Board has adopted procedures whereby the Valuation Committee uses a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has
been a significant trend in the U.S. equity markets or in index futures trading. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources.
If a reliable alternative pricing source is not available, the Valuation Committee will determine the fair value of the investment using another method approved by the Board. The Board has ultimate responsibility for
any fair valuations made in response to a significant event.
The
fair valuation of securities following a significant event can serve to reduce arbitrage opportunities for short-term traders to profit at the expense of long-term investors in the Fund. For example, such arbitrage
opportunities may exist when the market on which portfolio securities are traded closes before the Fund calculates its NAV, which is typically the case with Asian and European markets. However, there is no assurance
that these significant event procedures will prevent dilution of the NAV by short-term traders. See “Account and Share Information
–
Frequent Trading Policies” for other procedures the Fund employs to deter such short-term trading.
SALES CHARGE INFORMATION
The
following table summarizes the minimum investment amount and the maximum sales charge, if any, that you will pay on an investment in the Fund. Keep in mind that financial intermediaries may charge you fees for their
services in connection with your Share transactions.
|
Minimum
Initial/Subsequent
Investment
Amounts
1
|
Maximum Sales Charges
|
Shares Offered
|
Front-End
Sales Charge
2
|
Contingent
Deferred
Sales Charge
3
|
A
|
$1,500/$100
|
5.50%
|
0.00%
|
C
|
$1,500/$100
|
None
|
1.00%
|
1
|
The minimum initial and subsequent investment amounts for Individual Retirement Accounts (IRAs) are generally $250 and $100, respectively. There is no minimum initial or subsequent
investment amount required for employer-sponsored retirement plans; however, such accounts remain subject to the Fund's policy on “Accounts with Low Balances” as discussed later in this Prospectus. Please
see “By Systematic Investment Program” for applicable minimum investment. Financial intermediaries may impose higher or lower minimum investment requirements on their customers than those imposed by the
Fund.
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|
To maximize your return and minimize the sales charges and marketing fees, purchases of C class are generally limited to $1,000,000. Purchases equal to or in excess of this limit may
be made in A class. If your Shares are held on the books of the Fund in the name of a financial intermediary, you may be subject to rules of your financial intermediary that differ from those of the Fund. See
“Purchase Restrictions on C Class” below.
|
|
After C Shares have been held for ten years from the date of purchase, they will automatically convert to A Shares on the next monthly conversion processing date, provided that
certain conditions are satisfied. See “How is the Fund Sold?” This conversion is a non-taxable event.
|
2
|
Front-End Sales Charge is expressed as a percentage of public offering price. See “Sales Charge When You Purchase.”
|
3
|
See “Sales Charge When You Redeem.”
|
As
shown in the table above, each class of Shares has a different sales charge structure. In addition, the ongoing annual operating expenses (“expense ratios”), as well as the compensation payable to
financial intermediaries, also vary among the classes. Before you decide which class to purchase, you should review the different charges and expenses of each class carefully, in light of your personal circumstances,
and consult with your financial intermediary.
Among
the important factors to consider are the amount you plan to invest and the length of time you expect to hold your investment (for example, whether the investment is in connection with a long-term retirement program).
You should also consider, for example, that it may be possible to reduce, or eliminate, the front-end sales charges imposed on purchases of A class. Among other ways, A class has a series of “breakpoints,”
which means that the front-end sales charges decrease (and can be eliminated entirely) as the amount invested increases. (The breakpoint schedule is set out below, along with detailed information on ways to reduce, or
eliminate, front-end sales charges.) On the other hand, C class does not have front-end sales charges, but does impose a contingent deferred sales charge only if redeemed within one year after purchase; however, the
asset-based 12b-1 fees charged to C class are greater than those charged to A class.
You
should also consider that the expense ratio for A class will be lower than that for C class. Thus, the fact that no front-end charge is imposed on purchases of C class does not always make them preferable to A
class.
SALES CHARGE WHEN YOU PURCHASE
The
following table lists the sales charges which will be applied to your Share purchase, subject to the breakpoint discounts indicated in the table and described below.
A:
|
|
|
Purchase Amount
|
Sales Charge
as a Percentage
of Public
Offering Price
|
Sales Charge
as a Percentage
of NAV
|
Less than $50,000
|
5.50%
|
5.82%
|
$50,000 but less than $100,000
|
4.50%
|
4.71%
|
$100,000 but less than $250,000
|
3.75%
|
3.90%
|
$250,000 but less than $500,000
|
2.50%
|
2.56%
|
$500,000 but less than $1 million
|
2.00%
|
2.04%
|
$1 million or greater
1
|
0.00%
|
0.00%
|
1
|
A contingent deferred sales charge (CDSC) of 0.75% of the redemption amount applies to Shares originally purchased in an amount of $1 million or more and redeemed up to 24 months
after purchase under certain investment programs where a financial intermediary received an advance payment on the transaction. CDSC exceptions may apply. See “Sales Charge When You Redeem.”
|
REDUCING THE SALES CHARGE WITH
BREAKPOINT DISCOUNTS
Your
investment may qualify for a reduction or elimination of the sales charge, also known as a breakpoint discount. The breakpoint discounts offered by the Fund are indicated in the table above.
You or
your financial intermediary must notify the Fund's Transfer Agent of eligibility for any applicable breakpoint discount at the time of purchase.
In
order to receive the applicable breakpoint discount, it may be necessary at the time of purchase for you to inform your financial intermediary or the Transfer Agent of the existence of other accounts in which there
are holdings eligible to be aggregated to meet a sales charge breakpoint (“Qualifying Accounts”). Qualifying Accounts mean those share accounts in the Federated funds held directly or through a financial
intermediary or through a single-participant retirement account by you, your spouse, your parents (if you are under age 21) and/or your children under age 21, which can be linked using tax identification numbers
(TINs), social security numbers (SSNs) or broker identification numbers (BINs). Accounts held through 401(k) plans and similar multi-participant retirement plans, or through “Section 529” college savings
plans or those accounts which cannot be linked using TINs, SSNs or BINs, are not Qualifying Accounts.
In
order to verify your eligibility for a breakpoint discount, you will be required to provide to your financial intermediary or the Transfer Agent certain information on your New Account Form and may be required to
provide account statements regarding Qualifying Accounts. If you purchase through a financial intermediary, you may be asked to provide additional information and records as required by the financial intermediary.
Failure to provide proper notification or verification of eligibility for a breakpoint discount may result in your not receiving a breakpoint discount to which you are otherwise entitled. Breakpoint discounts apply
only to your current purchase and do not apply retroactively to previous purchases. The sales charges applicable to the Shares offered in this Prospectus, and the breakpoint discounts offered with respect to such
Shares, are described in full in this Prospectus. Because the Prospectus is available on Federated's website free of charge, Federated does not disclose this information separately on the website.
Contingent upon notification to the Transfer Agent, the sales charge at purchase of the A class only, may be reduced or eliminated by:
Larger Purchases
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|
Purchasing the A class in greater quantities to reduce the applicable sales charge;
|
Concurrent and Accumulated
Purchases
■
|
Combining concurrent purchases of and/or current investments in the A class, B class, C class, F class and R class of any Federated fund made or held by Qualifying Accounts; the purchase amount used in
determining the sales charge on your additional Share purchase will be calculated by multiplying the respective maximum public offering price times the number of the A class, B class, C class, F class and R class
shares of any Federated fund currently held in Qualifying Accounts and adding the dollar amount of your current purchase; or
|
Letter of Intent
■
|
Signing a letter of intent to purchase a qualifying amount of the A class within 13 months. (Call your financial intermediary or the Fund for more information.) The Fund's custodian will hold Shares in
escrow equal to the maximum applicable sales charge. If you complete the Letter of Intent, the Custodian will release the Shares in escrow to your account. If you do not fulfill the Letter of Intent, the Custodian
will redeem the appropriate amount from the Shares held in escrow to pay the sales charges that were not applied to your purchases.
|
PURCHASE restrictions ON C
CLASS
In
order to maximize shareholder returns and minimize sales charges and marketing fees, an investor's purchases of the C class are generally limited to $1,000,000 (except for employer-sponsored retirement plans held in
omnibus accounts). In applying the limit, the dollar amount of the current purchase is added to the product obtained by multiplying the respective maximum public offering price times the number of the A class, B
class, C class, F class and R class of any Federated fund currently held in linked Qualifying Accounts, as defined in the section entitled “Reducing the Sales Charge with Breakpoint Discounts.” If the sum
of these two amounts would equal or exceed the limit, then the current purchase order will not be processed. Instead, the Distributor will attempt to contact the investor or the investor's financial intermediary to
offer the opportunity to convert the order to the A class.
If your
Shares are held on the books of the Fund in the name of a financial intermediary, you may be subject to rules of your financial intermediary that differ from those of the Fund.
ELIMINATING The SALES CHARGE
Your
investment may qualify for a sales charge waiver. Sales charge waivers offered by the Fund are listed below. In order to receive a sales charge waiver, you must inform your financial intermediary or the Transfer Agent
at the time of each purchase that your investment is eligible for a waiver. It is possible that your financial intermediary may not, in accordance with its policies, procedures and system limitations, be able to
ensure your receipt of one or more of these waiver categories. In this situation, you would need to invest directly through the Fund's Transfer Agent. If you do not let your financial intermediary or the Transfer
Agent know that your investment is eligible for a sales charge waiver at the time of purchase, you may not receive the waiver to which you may otherwise be entitled.
Contingent upon notification to the Transfer Agent, the sales charge will be eliminated when you purchase or acquire Shares:
■
|
within 120 days of redeeming Shares of an equal or greater amount (see “120 Day Reinstatement Program” below);
|
■
|
through an eligible program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage
account, retirement or other fee-based program offered by the Financial Intermediary);
|
■
|
with reinvested dividends or capital gains;
|
■
|
issued in connection with the merger, consolidation or acquisition of the assets of another fund. Further, the sales charge will be eliminated on purchases of Shares made by a shareholder that
originally became a shareholder of a Federated Fund pursuant to the terms of an agreement and plan of reorganization which permits shareholders to acquire Shares at NAV, provided that such purchased Shares are held
directly with the Fund's transfer agent. If the Shares are held through a financial intermediary, the sales charge waiver will not apply (A class only);
|
■
|
as a Federated Life Member (Federated shareholders who originally were issued shares through the “Liberty Account,” which was an account for the Liberty Family of Funds on February 28, 1987,
or who invested through an affinity group prior to August 1, 1987, into the Liberty Account) (A class only);
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■
|
as a Trustee, employee or former employee of the Fund, the Adviser, the Distributor and their affiliates, an employee of any financial intermediary that sells Shares according to a sales agreement with
the Distributor, an immediate family member of these individuals or a trust, pension or profit-sharing plan for these individuals; or
|
■
|
pursuant to the exchange privilege.
|
The
sales charge will not be eliminated if you purchase Shares of the Fund through an exchange of shares of Federated Government Reserves Fund unless your Federated Government Reserves Fund shares were acquired through an
exchange of shares on which the sales charge had previously been paid.
120 Day reinstatement program
Within
120 days of redeeming Class A and Class C Shares of the Fund, upon proper notification to the Fund's Transfer Agent, you may reinvest all or a portion of the redemption proceeds in Class A Shares of the Fund at net
asset value, without the imposition of a sales charge or CDSC. Please note:
■
|
The ownership of the account receiving the purchase is not required to be identical to that of the account in which the redemption was placed; however, the registration of the account receiving the
purchase must include at least one registered shareholder of the account from which the redemption occurred.
|
■
|
You will not be reimbursed for any fees originally incurred on the redemption (e.g., CDSC or redemption fees) by subsequently participating in the 120 Day Reinstatement Program.
|
■
|
The 120 Day Reinstatement Program does not supersede or override any restrictions placed on an account due to frequent trading and/or client contractual issues.
|
Additional operational restrictions may apply, please contact a Client Service Representative at 1-800-341-7400 for more information.
sales charge when you redeem
Your
redemption proceeds may be reduced by a sales charge, commonly referred to as a contingent deferred sales charge (CDSC). Shares otherwise subject to a CDSC will not be charged a CDSC at the time of an exchange;
however, the CDSC will continue to be measured from the date of your original purchase. The CDSC schedule applicable to your original purchase will continue to apply to the shares you receive in an exchange.
To keep
the sales charge as low as possible, the Fund redeems your Shares in this order:
■
|
Shares that are not subject to a CDSC; and
|
■
|
Shares held the longest. (To determine the number of years your Shares have been held, include the time you held shares of other Federated funds that have been exchanged for Shares of
this Fund.)
|
The
CDSC is then calculated using the Share price at the time of purchase or redemption, whichever is lower.
A:
|
|
|
If you make a purchase of the A class in the amount of $1 million or more and your financial
intermediary received an advance commission on the sale, you will pay a 0.75% CDSC on any such Shares redeemed within 24 months of the purchase.
|
C:
|
|
|
You will pay a 1.00% CDSC if you redeem Shares within 12 months of the purchase date.
|
Your
redemption may qualify for a waiver of the CDSC. The CDSC waivers offered by the Fund are listed below. In order to receive a waiver of the CDSC, you must inform your financial intermediary or the Transfer Agent at
the time of each redemption that your investment is eligible for a waiver. It is possible that your financial intermediary may not, in accordance with its policies, procedures and system limitations, be able to ensure
your receipt of one or more of these waiver categories. In this situation, you would need to invest directly through the Fund's Transfer Agent in order to take advantage of the waiver. If you do not let your financial
intermediary or the Transfer Agent know that your redemption is eligible for a CDSC waiver at the time of redemption, you may not receive the waiver to which you may otherwise be entitled.
Contingent upon notification to the Transfer Agent, you will not be charged a CDSC when redeeming Shares:
■
|
following the death of the last surviving shareholder on the account or the post-purchase disability of all registered shareholders, as defined in Section 72(m)(7) of the Internal Revenue Code of 1986
(the beneficiary on an account with a Transfer on Death registration is deemed the last surviving shareholder on the account);
|
■
|
due to the termination of a trust following the death of the trustor/grantor or beneficiary, provided that the trust document specifically states that the trust is terminated upon the death;
|
■
|
representing minimum required distributions from an IRA or other retirement plan as required under the Internal Revenue Code;
|
■
|
purchased by Trustees, employees of the Fund, the Adviser, the Distributor and their affiliates, by employees of a financial intermediary that sells Shares according to a sales agreement with the
Distributor, by the immediate family members of the above persons and by trusts, pension or profit-sharing plans for the above persons;
|
■
|
purchased through an eligible program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed
brokerage account, retirement or other fee-based program offered by the Financial Intermediary);
|
■
|
purchased with reinvested dividends or capital gains;
|
■
|
redeemed by the Fund when it closes an account for not meeting the minimum balance requirements;
|
■
|
purchased pursuant to the exchange privilege if the Shares were held for the applicable CDSC holding period (the holding period on the Shares purchased in the exchange will include
the holding period of the Shares sold in the exchange); or
|
A Class Only
■
|
purchased in the amount of $1 million or more and redeemed within 24 months of purchase if the Shares were originally purchased through an eligible program offered by a Financial Intermediary that
provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement or other fee-based program offered by the Financial Intermediary).
|
ADDITIONAL INFORMATION ON THE
AVAILABILITY OF CERTAIN WAIVERS AND DISCOUNTS
The
availability of certain sales charge waivers and discounts will depend on whether you purchase your shares directly from the Fund or through a financial intermediary.
Certain financial intermediaries may have different policies and procedures regarding the availability of front-end sales load waivers or CDSC waivers which are discussed in Appendix B to
this Prospectus. The information contained in Appendix B is based on information provided by these financial intermediaries. Please contact your financial intermediary to ensure that you have the most
current information regarding the sales
charge waivers and discounts available to you and that you understand the steps you must take to qualify for available waivers and discounts.
In all instances, it is the shareholder's responsibility to notify the Fund or the shareholder's Financial Intermediary at the time of purchase of any relationship or other facts
qualifying the investor for sales charge waivers or discounts.
For waivers and discounts not available through a particular financial intermediary, shareholders will have to purchase Fund shares directly from
the Fund or through another financial intermediary to receive these waivers or discounts.
COMMISSIONS ON CERTAIN SHARES
The
Fund does not charge any front-end load, deferred sales charge or other asset-based fee for sales or distribution of R6 Shares. However, if you purchase R6 Shares through a broker acting solely as an agent on behalf
of its customers, you may be required to pay a commission to the broker in an amount determined and separately disclosed to you by the broker.
Because
the Fund is not a party to any such commission arrangement between you and your broker, any purchases and redemptions of R6 Shares will be made at the applicable net asset value (before imposition of the sales
commission). Any such commissions charged by a broker are not reflected in the fees and expenses listed in the “Risk/Return Summary: Fees and Expenses” section of the Fund's Prospectus and described above
nor are they reflected in the “Performance: Bar Chart and Table,” because they are not charged by the Fund.
Shares
of the Fund are available in other share classes that have different fees and expenses.
How is the Fund Sold?
The
Fund offers four Share classes: Class A Shares (A), Class C Shares (C), Institutional Shares (IS) and Class R6 Shares (R6), each representing interests in a single portfolio of securities. This Prospectus relates to
the Class A Shares, Class C Shares and R6 Shares. All Share classes have different sales charges and other expenses expenses which affect their performance. Please note that certain purchase restrictions may apply.
Contact your financial intermediary or call 1-800-341-7400 for more information concerning the other classes.
Under
the Distributor's Contract with the Fund, the Distributor, Federated Securities Corp., offers Shares on a continuous, best-efforts basis. The Distributor is a subsidiary of Federated Investors, Inc.
(“Federated”).
A & C Classes
The
Fund's Distributor markets the A class and C class to institutions or to individuals, directly or through financial intermediaries.
R6 Class
The
Fund's Distributor markets the R6 class to Eligible Investors, as described below. The R6 Shares are sold at net asset value and are not subject to any minimum initial or subsequent investment amounts. In connection
with a request to purchase the R6 class, you should provide documentation sufficient to verify your status as an Eligible Investor.
R6
Shares do not carry sales commissions or pay Rule 12b-1 fees, or make similar payments to financial intermediaries. As a general matter, the R6 class is not available for direct investment by natural persons.
Individual shareholders who purchase R6 Shares through retirement platforms or other intermediaries will not be eligible to hold R6 Shares outside of their respective plan or intermediary platform.
Following are categories of Eligible Investors:
■
|
An investor participating in a no-load platform, network or other fee-based program offered by a financial intermediary, for example, a wrap-account or retirement platform where Federated has entered
into an agreement with the intermediary;
|
■
|
A trustee/director, employee or former employee of the Fund, the Adviser, the Distributor and their affiliates; an immediate family member of these individuals or a trust, pension or profit-sharing plan
for these individuals;
|
■
|
An employer-sponsored retirement plan;
|
■
|
A trust institution investing on behalf of its trust customers;
|
■
|
An investor, other than a natural person, purchasing Shares directly from the Fund;
|
■
|
A Federated Fund;
|
■
|
An investor (including a natural person) who acquired the R6 class of a Federated fund pursuant to the terms of an agreement and plan of reorganization which permits the investor to acquire such shares;
and
|
■
|
In connection with an acquisition of an investment management or advisory business, or related investment services, products or assets, by Federated or its investment advisory
subsidiaries, an investor (including a natural person) who: (1) becomes a client of an investment advisory subsidiary of Federated; or (2) is a shareholder or interest holder of a pooled investment vehicle or product
that becomes advised or subadvised by a Federated investment advisory subsidiary as a result of such an acquisition other than as a result of a fund reorganization transaction pursuant to an agreement and plan of
reorganization.
|
Intra-Fund Share Conversion
Program
A
shareholder in the Fund's Shares may convert their Shares at net asset value to any other share class of the Fund if the shareholder meets the investment minimum and eligibility requirements for the share class into
which the conversion is sought, as applicable. The share conversion program is not applicable to the Fund's Class A Shares and Class C Shares subject to a contingent deferred sales charge, if applicable. For Class C
Shares purchased through a financial intermediary after June 30, 2017, such shares may only be converted to another share class of the same Fund if: (i) the shares are no longer subject to a CDSC or the financial
intermediary agrees to reimburse the Fund's distributor the CDSC otherwise payable upon the sale of such shares; (ii) the shareholder meets the investment minimum and eligibility requirements for the share class into
which the conversion is sought, as applicable; and (iii) (a) the conversion is made to facilitate the shareholder's participation in a self-directed brokerage (non-advice) account or a fee-based advisory program
offered by the intermediary; or (b) the conversion is part of a multiple-client transaction through a particular financial intermediary as pre-approved by the Fund's Administrator. Such conversion of classes should
not result in a realization event for tax purposes. Contact your financial intermediary or call 1-800-341-7400 to convert your Shares.
Class C Share Automatic Conversion
Feature
After Class C Shares have been held for ten years from the date of purchase, they will automatically convert into Class A Shares on the next monthly conversion processing date, provided that the
Fund or financial intermediary has records confirming that the Class C Shares have been held for at least ten years and that the Class A Shares are available for purchase. For Class C Shares acquired in an exchange
from another Federated fund, the date of purchase will be based on the initial purchase of the Class C Shares of the prior Federated fund. Certain financial intermediaries, record keepers and platforms do not track
shareholder level share lot aging for certain types of accounts. These Class C Shares would not satisfy the conditions for the conversion. Contact your financial intermediary or call 1-800-341-7400 for more
information.
Payments to Financial
Intermediaries
The
Fund and its affiliated service providers may pay fees as described below to financial intermediaries (such as broker-dealers, banks, investment advisers or third-party administrators) whose customers are shareholders
of the Fund.
The Fund's Class R6 Shares do not make any payments to financial intermediaries, either from Fund assets or from the investment adviser and its affiliates.
FRONT-END SALES CHARGE
REALLOWANCES
The
Distributor receives a front-end sales charge on certain Share sales. The Distributor pays a portion of this charge to financial intermediaries that are eligible to receive it (the “Dealer Reallowance”)
and retains any remaining portion of the front-end sales charge.
When a
financial intermediary's customer purchases Shares, the financial intermediary may receive a Dealer Reallowance as follows:
A:
|
|
Purchase Amount
|
Dealer Reallowance
as a Percentage of
Public Offering Price
|
Less than $50,000
|
5.00%
|
$50,000 but less than $100,000
|
4.00%
|
$100,000 but less than $250,000
|
3.25%
|
$250,000 but less than $500,000
|
2.25%
|
$500,000 but less than $1 million
|
1.80%
|
$1 million or greater
|
0.00%
|
ADVANCE COMMISSIONS
When a
financial intermediary's customer purchases Shares, the financial intermediary may receive an advance commission as follows:
A (for purchases over $1 million):
|
|
Purchase Amount
|
Advance Commission
as a Percentage of
Public Offering Price
|
First $1 million - $5 million
|
0.75%
|
Next $5 million - $20 million
|
0.50%
|
Over $20 million
|
0.25%
|
Advance
commissions are calculated on a year-by-year basis based on amounts invested during that year. Accordingly, with respect to additional purchase amounts, the advance commission breakpoint resets annually to the first
breakpoint on the anniversary of the first purchase.
The A
class purchases under this program may be made by Letter of Intent or by combining concurrent purchases. The above advance commission will be paid only on those purchases that were not previously subject to a
front-end sales charge or dealer advance commission. Certain retirement accounts may not be eligible for this program.
C:
|
|
|
Advance Commission
as a Percentage of
Public Offering Price
|
All Purchase Amounts
|
1.00%
|
RULE 12b-1 FEES
A Class
The
Board has adopted a Rule 12b-1 Plan, which allows payment of marketing fees of up to 0.05% of average net assets to the Distributor for the sale, distribution, administration and customer servicing of the Fund's A
Class. When the Distributor receives Rule 12b-1 Fees, it may pay some or all of them to financial intermediaries whose customers purchase Shares. The Fund's A class has no present intention of paying, accruing or
incurring any Rule 12b-1 Fees until such time as approved by the Fund's Board of Trustees. Because these Shares pay marketing fees on an ongoing basis, your investment cost may be higher over time than other shares
with different sales charges and marketing fees.
service fees
A & C
Classes
The
Fund may pay Service Fees of up to 0.25% of average net assets to financial intermediaries or to Federated Shareholder Services Company (FSSC), a subsidiary of Federated, for providing services to shareholders and
maintaining shareholder accounts. Intermediaries that receive Service Fees may include a company affiliated with management of Federated. If a financial intermediary receives Service Fees on an account, it is not
eligible to also receive Account Administration Fees on that same account.
ACCOUNT ADMINISTRATION FEES
A & C
Classes
The
Fund may pay Account Administration Fees of up to 0.25% of average net assets to banks that are not registered as broker-dealers or investment advisers for providing administrative services to the Fund and its
shareholders. If a financial intermediary receives Account Administration Fees on an account, it is not eligible to also receive Service Fees or Recordkeeping Fees on that same account.
RECORDKEEPING FEES
A & C
Classes
The
Fund may pay Recordkeeping Fees on an average-net-assets basis or on a per-account-per-year basis to financial intermediaries for providing recordkeeping services to the Fund and its shareholders. If a financial
intermediary receives Recordkeeping Fees on an account, it is not eligible to also receive Account Administration Fees or Networking Fees on that same account.
networking fees
A & C
Classes
The
Fund may reimburse Networking Fees on a per-account-per-year basis to financial intermediaries for providing administrative services to the Fund and its shareholders on certain non-omnibus accounts. If a financial
intermediary receives Networking Fees on an account, it is not eligible to also receive Recordkeeping Fees on that same account.
ADDITIONAL PAYMENTS TO FINANCIAL
INTERMEDIARIES
A & C
Classes
The
Distributor may pay out of its own resources amounts to certain financial intermediaries, including broker-dealers, banks, registered investment advisers, independent financial planners and retirement plan
administrators, that support the sale of Shares or provide services to Fund shareholders. The amounts of these payments could be significant, and may create an incentive for the financial intermediary or its employees
or associated persons to recommend or sell Shares of the Fund to you. Not all financial intermediaries receive such payments, and the amount of compensation may vary by intermediary. In some cases, such payments may
be made by or funded from the resources of companies affiliated with the Distributor (including the Adviser). These payments are not reflected in the fees and expenses listed in the fee table section of the Fund's
Prospectus and described above because they are not paid by the Fund.
These
payments are negotiated and may be based on such factors as: the number or value of Shares that the financial intermediary sells or may sell; the value of client assets invested; the level and types of services or
support furnished by the financial intermediary; or the Fund's and/or other Federated funds' relationship with the financial intermediary. These payments may be in addition to payments, as described above, made by the
Fund to the financial intermediary. In connection with these payments, the financial intermediary may elevate the prominence or profile of the Fund and/or other Federated funds, within the financial intermediary's
organization by, for example, placement on a list of preferred or recommended funds and/or granting the Distributor preferential or enhanced opportunities to promote the funds in various ways within the financial
intermediary's organization. In addition, as discussed above in “Commissions on Certain Shares,” if you purchase R6 Shares through a broker acting as an agent on behalf of its customers, you may be
required to pay a commission to the broker in an amount determined and separately disclosed to you by the broker. You can ask your financial intermediary for information about any payments it receives from the
Distributor or the Fund and any services provided, as well as about fees and/or commissions it charges.
How to Purchase
Shares
You may
purchase Shares of the Fund any day the NYSE is open. Shares will be purchased at the NAV next calculated after your investment is received by the Fund, or its agent, in proper form. The Fund reserves the right to
reject any request to purchase or exchange Shares. New investors must submit a completed New Account Form. All accounts, with the exception of R6 class accounts, including those for which there is no minimum initial
investment amount required, are subject to the Fund's policy on “Accounts with Low Balances” as discussed later in this Prospectus.
Where
the Fund offers more than one Share class and you do not specify the class choice on your New Account Form or form of payment (e.g
.,
Federal Reserve wire or check), you automatically will receive the A class.
For
important account information, see the section “Security and Privacy Protection.”
A & C Classes
You may
purchase Shares through a financial intermediary, directly from the Fund or through an exchange from another Federated fund.
R6 Class
Eligible Investors may purchase Shares through a financial intermediary, directly from the Fund or through an exchange from another Federated fund in the manner described above under “How is the Fund
Sold?”
There
is no minimum initial or subsequent investment amount required.
THROUGH A FINANCIAL
INTERMEDIARY
■
|
Establish an account with the financial intermediary; and
|
■
|
Submit your purchase order to the financial intermediary before the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time).
|
The
Fund has authorized certain intermediaries to accept Share purchase orders on its behalf. When authorized intermediaries receive an order in proper form, the order is considered as being placed with the Fund, and
Shares will be bought at the NAV next calculated after such an order is received by the authorized intermediary. If your financial intermediary is not an authorized intermediary, the Fund or its agent must receive the
purchase order in proper form from
your financial intermediary by the end of
regular trading on the NYSE (normally 4:00 p.m. Eastern time) in order for your transaction to be priced at that day's NAV. In addition, your financial intermediary must forward your payment by the prescribed trade
settlement date (typically within one to three business days) to the Fund's transfer agent, State Street Bank and Trust Company (“Transfer Agent”). You will become the owner of Shares and receive dividends
when your payment is received in accordance with these time frames (provided that, if payment is received in the form of a check, the check clears). If your payment is not received in accordance with these time
frames, or a check does not clear, your purchase will be canceled and you could be liable for any losses, fees or expenses incurred by the Fund or the Fund's Transfer Agent.
Financial intermediaries should send payments according to the instructions in the sections “By Wire” or “By Check.”
Financial intermediaries may impose higher or lower minimum investment requirements on their customers than those imposed by the Fund. Keep in mind that financial intermediaries may charge you fees for their
services in connection with your Share transactions.
Shareholders are encouraged to ask their financial intermediary if they are an authorized agent for the Fund and about any fees that may be charged by the financial intermediary.
DIRECTLY FROM THE FUND
■
|
Establish your account with the Fund by submitting a completed New Account Form; and
|
■
|
Send your payment to the Fund by Federal Reserve wire or check.
|
You
will become the owner of Shares and your Shares will be priced at the next calculated NAV after the Fund receives your wire or your check. If your check does not clear, your purchase will be canceled and you could be
liable for any losses or fees incurred by the Fund or the Fund's Transfer Agent.
By Wire
To
facilitate processing your order, please call the Fund before sending the wire. Send your wire to:
State
Street Bank and Trust Company
Boston, MA
Dollar Amount of Wire
ABA Number 011000028
BNF: 23026552
Attention: Federated EDGEWIRE
Wire Order Number, Dealer Number or Group Number
Nominee/Institution Name
Fund Name and Number and Account Number
You
cannot purchase Shares by wire on holidays when wire transfers are restricted.
By Check
Make
your check payable to
The Federated Funds
, note your account number on the check, and send it to:
The Federated Funds
P.O. Box 219318
Kansas City, MO 64121-9318
If you
send your check by a
private courier or overnight delivery service
that requires a street address, send it to:
The Federated Funds
430 W 7
th
Street
Suite 219318
Kansas City, MO 64105-1407
Payment
should be made in U.S. dollars and drawn on a U.S. bank. The Fund reserves the right to reject
any
purchase request. For example, to protect against check fraud the Fund may reject any purchase request involving a check that is not made payable to
The Federated Funds
(including, but not limited to, requests to purchase Shares using third-party checks) or involving temporary checks or credit card checks.
By Direct Deposit
You may
establish Payroll Deduction/Direct Deposit arrangements for investments into the Fund by either calling a Client Service Representative at 1-800-341-7400; or by completing the Payroll Deduction/Direct Deposit Form,
which is available on FederatedInvestors.com under Customer Service/Find a Form. You will receive a confirmation when this service is available.
THROUGH AN EXCHANGE
You
may purchase Fund Shares through an exchange from another Federated fund. To do this you must:
■
|
meet any applicable shareholder eligibility requirements;
|
■
|
ensure that the account registrations are identical;
|
■
|
meet any applicable minimum initial investment requirements; and
|
■
|
receive a prospectus for the fund into which you wish to exchange.
|
An
exchange is treated as a redemption and a subsequent purchase, and is a taxable transaction. The Fund reserves the right to reject any request to purchase or exchange Shares. The Fund may modify or terminate the
exchange privilege at any time.
A & C Classes
You
may purchase Shares through an exchange from the same share class of another Federated fund.
R6 Class
You may purchase Shares through an exchange from any Federated fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated
Institutional Money Market Management, Federated Institutional Tax-Free Cash Trust, Federated Institutional Prime Obligations Fund, Federated Institutional Prime Value Obligations Fund, Class A Shares of Federated
Government Reserves Fund and Class R Shares of any Fund.
By Online Account Services
You may
access your accounts online to purchase shares through Federated's Shareholder Account Access system once you have registered for access. Online transactions may be subject to certain limitations including limitations
as to the amount of the transaction. For more information about the services available through Shareholder Account Access, please visit www.FederatedInvestors.com and select “My Investments,” or call (800)
245-4770 to speak with a Client Service Representative.
BY SYSTEMATIC INVESTMENT PROGRAM
(SIP)
Once
you have opened an account, you may automatically purchase additional Shares on a regular basis by completing the SIP section of the New Account Form or by contacting the Fund or your financial intermediary. The
minimum investment amount for SIPs is $50.
BY AUTOMATED CLEARING HOUSE
(ACH)
Once
you have opened an account, you may purchase additional Shares through a depository institution that is an ACH member. This purchase option can be established by completing the appropriate sections of the New Account
Form.
RETIREMENT INVESTMENTS
A & C Classes
You may
purchase Shares as retirement investments (such as qualified plans and IRAs or transfer or rollover of assets). Call your financial intermediary or the Fund for information on retirement investments. We suggest that
you discuss retirement investments with your tax adviser. You may be subject to an account fee charged by your financial intermediary.
R6 Class
You may
purchase Shares as retirement investments (such as qualified plans or transfer of assets). Call your financial intermediary or the Fund for information on retirement investments. We suggest that you discuss retirement
investments with your tax adviser. You may be subject to an account fee charged by your financial intermediary.
How to Redeem and
Exchange Shares
You
should redeem or exchange Shares:
■
|
through a financial intermediary if you purchased Shares through a financial intermediary; or
|
■
|
directly from the Fund if you purchased Shares directly from the Fund.
|
Shares
of the Fund may be redeemed for cash, or exchanged for shares of other Federated funds as described herein, on days on which the Fund computes its NAV. Redemption requests may be made by telephone or in writing.
Redemption proceeds normally are wired or mailed within one business day for each method of payment after receiving a timely request in proper form. Depending upon the method of payment, when shareholders receive
redemption proceeds can differ. Payment may be delayed for up to seven days under certain circumstances (see “Limitations on Redemption Proceeds”).
For
important account information, see the section “Security and Privacy Protection.”
THROUGH A FINANCIAL
INTERMEDIARY
Submit
your redemption or exchange request to your financial intermediary by the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time). The redemption amount you will receive is based upon the next calculated
NAV after the Fund receives the order from your financial intermediary.
DIRECTLY FROM THE FUND
By Telephone
You
may redeem or exchange Shares by simply calling the Fund at 1-800-341-7400.
If you
call before the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time), you will receive a redemption amount based on that day's NAV.
By Mail
You
may redeem or exchange Shares by sending a written request to the Fund.
You
will receive a redemption amount based on the next calculated NAV after the Fund receives your written request in proper form.
Send
requests by mail to:
The Federated Funds
P.O. Box 219318
Kansas City, MO 64121-9318
Send
requests by
private courier or overnight delivery service
to:
The Federated Funds
430 W 7
th
Street
Suite 219318
Kansas City, MO 64105-1407
All
requests must include:
■
|
Fund name and Share class, account number and account registration;
|
■
|
amount to be redeemed or exchanged;
|
■
|
signatures of all shareholders exactly as registered; and
|
■
|
if exchanging
, the Fund name and Share class, account number and account registration into which you are exchanging.
|
Call
your financial intermediary or the Fund if you need special instructions.
Signature Guarantees
Signatures must be guaranteed by a financial institution which is a participant in a Medallion signature guarantee program if:
■
|
your redemption will be sent to an address other than the address of record;
|
■
|
your redemption will be sent to an address of record that was changed within the last 30 days;
|
■
|
a redemption is payable to someone other than the shareholder(s) of record; or
|
■
|
transferring into another fund with a different shareholder registration.
|
A
Medallion signature guarantee is designed to protect your account from fraud. Obtain a Medallion signature guarantee from a bank or trust company, savings association, credit union or broker, dealer or securities
exchange member.
A notary
public cannot provide a signature guarantee.
By Online Account Services
You may
access your accounts online to redeem or exchange shares through Federated's Shareholder Account Access system once you have registered for access. Online transactions may be subject to certain limitations including
limitations as to the amount of the transaction. For more information about the services available through Shareholder Account Access, please visit www.FederatedInvestors.com and select “My Investments,”
or call (800) 245-4770 to speak with a Client Service Representative.
PAYMENT METHODS FOR
REDEMPTIONS
Your
redemption proceeds will be mailed by check to your address of record. The following payment options are available if you complete the appropriate section of the New Account Form or an Account Service Options Form.
These payment options require a signature guarantee if they were not established when the account was opened:
■
|
An electronic transfer to your account at a financial institution that is an ACH member; or
|
■
|
Wire payment to your account at a domestic commercial bank that is a Federal Reserve System member.
|
Methods the Fund May Use to Meet
Redemption Requests
The
Fund intends to pay Share redemptions in cash. To ensure that the Fund has cash to meet Share redemptions on any day, the Fund typically expects to hold a cash or cash equivalent reserve or sell portfolio
securities.
In
unusual or stressed circumstances, the Fund may generate cash in the following ways:
■
|
Inter-fund Borrowing and Lending.
The SEC has granted an exemption that permits the Fund and all other funds advised by subsidiaries of Federated Investors, Inc. (“Federated funds”) to lend and borrow money for
certain temporary purposes directly to and from other Federated funds. Inter-fund borrowing and lending is permitted only: (a) to meet shareholder redemption requests; (b) to meet commitments arising from
“failed” trades; and (c) for other temporary purposes. All inter-fund loans must be repaid in seven days or less.
|
■
|
Committed Line of Credit.
The Fund's Board has approved, at a future time deemed appropriate by Federated, the Fund's participation with certain other Federated Funds, on a joint basis, in an up to $500,000,000
unsecured, 364-day, committed, revolving line of credit (LOC) agreement. The LOC was made available to finance temporarily the repurchase or redemption of shares of the funds, failed trades, payment of dividends,
settlement of trades and for other short-term, temporary or emergency general business purposes. The Fund cannot borrow under the LOC if an inter-fund loan is outstanding. The Fund does not currently participate in
the LOC.
|
■
|
Redemption in Kind.
Although the Fund intends to pay Share redemptions in cash, it reserves the right to pay the redemption price in whole or in part by an “in-kind” distribution of the Fund's
portfolio securities. Because the Fund has elected to be governed by Rule 18f-1 under the 1940 Act, the Fund is obligated to pay Share redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1%
of the net assets represented by such Share class during any 90-day period. Redemptions in kind are made consistent with the procedures adopted by the Fund's Board, which generally include distributions of a pro rata
share of the Fund's portfolio assets. Redemption in kind is not as liquid as a cash redemption. If redemption is made in kind, securities received may be subject to market risk and the shareholder could incur taxable
gains and brokerage or other charges in converting the securities to cash.
|
LIMITATIONS ON REDEMPTION
PROCEEDS
Redemption proceeds normally are wired or mailed within one business day after receiving a request in proper form. Payment may be delayed for up to seven days:
■
|
to allow your purchase to clear (as discussed below);
|
■
|
during periods of market volatility;
|
■
|
when a shareholder's trade activity or amount adversely impacts the Fund's ability to manage its assets; or
|
■
|
during any period when the Federal Reserve wire or applicable Federal Reserve banks are closed, other than customary weekend and holiday closings.
|
If you
request a redemption of Shares recently purchased by check (including a cashier's check or certified check), money order, bank draft or ACH, your redemption proceeds may not be made available for up to seven calendar
days to allow the Fund to collect payment on the instrument used to purchase such Shares. If the purchase instrument does not clear, your purchase order will be canceled and you will be responsible for any losses
incurred by the Fund as a result of your canceled order.
In
addition, the right of redemption may be suspended, or the payment of proceeds may be delayed (including beyond seven days), during any period:
■
|
when the NYSE is closed, other than customary weekend and holiday closings;
|
■
|
when trading on the NYSE is restricted, as determined by the SEC;
|
■
|
in which an emergency exists, as determined by the SEC, so that disposal of the Fund's investments or determination of its NAV is not reasonably practicable; or
|
■
|
as the SEC may by order permit for the protection of Fund shareholders.
|
You
will not accrue interest or dividends on uncashed redemption checks from the Fund when checks are undeliverable and returned to the Fund.
redemptions from retirement
accounts
In the
absence of your specific instructions, 10% of the value of your redemption from a retirement account in the Fund may be withheld for taxes. This withholding only applies to certain types of retirement accounts.
EXCHANGE PRIVILEGE
You
may exchange Shares of the Fund. To do this, you must:
■
|
meet any applicable shareholder eligibility requirements;
|
■
|
ensure that the account registrations are identical;
|
■
|
meet any applicable minimum initial investment requirements; and
|
■
|
receive a prospectus for the fund into which you wish to exchange.
|
An
exchange is treated as a redemption and a subsequent purchase, and is a taxable transaction. The Fund reserves the right to reject any request to purchase or exchange Shares. The Fund may modify or terminate the
exchange privilege at any time.
In
addition, the Fund may terminate your exchange privilege if your exchange activity is found to be excessive under the Fund's frequent trading policies. See “Account and Share Information
–
Frequent Trading Policies.”
Financial intermediaries may have different policies and procedures regarding the availability of intra-fund exchanges (“automatic exchanges”). These exchanges which are directed by the financial
intermediary and not the Fund are discussed in Appendix B to this Prospectus.
A & C Classes
You
may exchange Shares into shares of the same class of another Federated fund.
R6 Class
You may exchange Shares of the Fund for shares of any Federated fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated
Institutional Money Market Management, Federated Institutional Tax-Free Cash Trust, Federated Institutional Prime Obligations Fund, Federated Institutional Prime Value Obligations Fund, Class A Shares of Federated
Government Reserves Fund and Class R Shares of any Fund.
Systematic Withdrawal/Exchange
Program
You may
automatically redeem or exchange Shares. The minimum amount for all new or revised systematic redemptions or exchanges of Shares is $50 per transaction per fund. Complete the appropriate section of the New Account
Form or an Account Service Options Form or contact your financial intermediary or the Fund. Your account value must meet the minimum initial investment amount at the time the program is established. This program may
reduce, and eventually deplete, your account. Payments should not be considered yield or income.
Generally, it is not advisable to continue to purchase Shares subject to a sales charge while redeeming Shares using this program.
ADDITIONAL CONDITIONS
Telephone Transactions
The
Fund will record your telephone instructions. If the Fund does not follow reasonable procedures, it may be liable for losses due to unauthorized or fraudulent telephone instructions.
Share Certificates
The
Fund does not issue share certificates.
Security and Privacy
Protection
ONLINE ACCOUNT and TELEPHONE
ACCESS SECURITY
Federated Investors, Inc. will not be responsible for losses that result from unauthorized transactions, unless Federated does not follow procedures designed to verify your identity. When initiating a transaction by
telephone or online, shareholders should be aware that any person with access to your account and other personal information including PINs (Personal Identification Numbers) may be able to submit instructions by
telephone or online. Shareholders are responsible for protecting their identity by using strong usernames and complex passwords which utilize combinations of mixed case letters, numbers and symbols, and change
passwords and PINs frequently.
Using
Federated's Account Access website means you are consenting to sending and receiving personal financial information over the Internet, so you should be sure you are comfortable with the risks. You will be required to
accept the terms of an online agreement and to establish and utilize a password in order to access online account services. The Transfer Agent has adopted security procedures to confirm that internet instructions are
genuine. The Transfer Agent will also send you written confirmation of share transactions. The Transfer Agent, the Fund and any of its affiliates will not be liable for losses or expenses that occur from fraudulent
Internet instructions reasonably believed to be genuine.
The
Transfer Agent or the Fund will employ reasonable procedures to confirm that telephone transaction requests are genuine, which may include recording calls, asking the caller to provide certain personal identification
information, sending you written confirmation, or requiring other confirmation security procedures. The Transfer Agent, the Fund and any of its affiliates will not be liable for relying on instructions submitted by
telephone that the Fund reasonably believes to be genuine.
ANTI-MONEY LAUNDERING
COMPLIANCE
To help
the government fight the funding of terrorism and money laundering activities, federal law requires financial institutions to obtain, verify, and record information that identifies each new customer who opens a Fund
account and to determine whether such person's name appears on governmental lists of known or suspected terrorists or terrorist organizations. Pursuant to the requirements under the USA PATRIOT Act, the information
obtained will be used for compliance with the USA PATRIOT Act or other applicable laws, regulations and rules in connection with money laundering, terrorism or other illicit activities.
Information required includes your name, residential or business address, date of birth (for an individual), and other information that identifies you, including your social security number, tax identification
number or other identifying number. The Fund cannot waive these requirements. The Fund is required by law to reject your Account Application if the required information is not provided. If, after reasonable effort,
the Fund is unable to verify your identity or that of any other person(s) authorized to act on your behalf, or believes it has identified potentially suspicious, fraudulent or criminal activity, the Fund reserves the
right to close your account and redeem your shares at the next calculated NAV without your permission. Any applicable contingent deferred sales charge (CDSC) will be assessed upon redemption of your shares.
The
Fund has a strict policy designed to protect the privacy of your personal information. A copy of Federated Investors' privacy policy notice was given to you at the time you opened your account. The Fund sends a copy
of the privacy notice to you annually. You may also obtain the privacy notice by calling the Fund, or through Federated Investors' website.
Account and Share
Information
CONFIRMATIONS AND ACCOUNT
STATEMENTS
You
will receive confirmation of purchases, redemptions and exchanges (except for systematic transactions). In addition, you will receive periodic statements reporting all account activity, including systematic
transactions, dividends and capital gains paid.
DIVIDENDS AND CAPITAL GAINS
The
Fund declares and pays any dividends annually to shareholders. Dividends are paid to all shareholders invested in the Fund on the record date. The record date is the date on which a shareholder must officially own
Shares in order to earn a dividend.
In
addition, the Fund pays any capital gains at least annually and may make such special distributions of dividends and capital gains as may be necessary to meet applicable regulatory requirements. Your dividends and
capital gains distributions will be automatically reinvested in additional Shares without a sales charge, unless you elect cash payments. Dividends may also be reinvested without sales charges in shares of any class
of any other Federated fund of which you are already a shareholder.
If you
purchase Shares just before the record date for a dividend or capital gain distribution, you will pay the full price for the Shares and then receive a portion of the price back in the form of a taxable distribution,
whether or not you reinvest the distribution in Shares. Therefore, you should consider the tax implications of purchasing Shares shortly before the record date for a dividend or capital gain. Contact your financial
intermediary or the Fund for information concerning when dividends and capital gains will be paid.
Under
the federal securities laws, the Fund is required to provide a notice to shareholders regarding the source of distributions made by the Fund if such distributions are from sources other than ordinary investment
income. In addition, important information regarding the Fund's distributions, if applicable, is available via the link to the Fund and share class name at www.FederatedInvestors.com/FundInformation.
Small Distributions and Uncashed
Checks
Generally, dividend and/or capital gain distributions payable by check in an amount of less than $25 will be automatically reinvested in additional shares. This policy does not apply if you have elected to receive
cash distributions that are directly deposited into your bank account via wire or ACH.
Additionally, if one or more dividend or capital gain distribution checks are returned as “undeliverable,” or remain uncashed for 180 days, all subsequent dividend and capital gain distributions will be
reinvested in additional shares. No interest will accrue on amounts represented by uncashed distribution checks. For questions on whether reinvestment applies to your distributions, please contact a Client Service
Representative at 1-800-341-7400.
Certain
states, including the state of Texas, have laws that allow shareholders to designate a representative to receive abandoned or unclaimed property (“escheatment”) notifications by completing and submitting a
designation form that generally can be found on the official state website. If a shareholder resides in an applicable state, and elects to designate a representative to receive escheatment notifications, escheatment
notices generally will be delivered as required by such state
laws, including, as applicable, to both
the shareholder and the designated representative. A completed designation form may be mailed to the Fund (if Shares are held directly with the Fund) or to the shareholder's financial intermediary (if Shares are not
held directly with the Fund). Shareholders should refer to relevant state law for the shareholder's specific rights and responsibilities under his or her state's escheatment law(s), which can generally be found on a
state's official website.
ACCOUNTS WITH LOW BALANCES
Federated reserves the right to close accounts if redemptions or exchanges cause the account balance to fall below:
■
|
$1,500 for the A and C classes (or in the case of IRAs, $250).
|
Before
an account is closed, you will be notified and allowed at least 30 days to purchase additional Shares to meet the minimum.
TAX INFORMATION
The
Fund sends an IRS Form 1099 and an annual statement of your account activity to assist you in completing your federal, state and local tax returns. Fund distributions of dividends and capital gains are taxable to you
whether paid in cash or reinvested in the Fund. Dividends are taxable at different rates depending on the source of dividend income. Distributions of net short-term capital gains are taxable to you as ordinary income.
Distributions of net long-term capital gains are taxable to you as long-term capital gains regardless of how long you have owned your Shares.
Fund
distributions are expected to be both dividends and capital gains. Redemptions and exchanges are taxable sales. Please consult your tax adviser regarding your federal, state and local tax liability.
FREQUENT TRADING POLICIES
Frequent or short-term trading into and out of the Fund can have adverse consequences for the Fund and shareholders who use the Fund as a long-term investment vehicle. Such trading in significant amounts can disrupt
the Fund's investment strategies (e.g., by requiring it to sell investments at inopportune times or maintain excessive short-term or cash positions to support redemptions), increase brokerage and administrative costs
and affect the timing and amount of taxable gains distributed by the Fund. Investors engaged in such trading may also seek to profit by anticipating changes in the Fund's NAV in advance of the time as of which NAV is
calculated.
The
Fund's Board has approved policies and procedures intended to discourage excessive frequent or short-term trading of the Fund's Shares. The Fund's fair valuation procedures are intended in part to discourage
short-term trading strategies by reducing the potential for these strategies to succeed. See “What Do Shares Cost?” The Fund also monitors trading in Fund Shares in an effort to identify disruptive trading
activity. The Fund monitors trades into and out of the Fund within a period of 30 days or less. The Fund may also monitor trades into and out of the Fund for potentially disruptive trading activity over periods longer
than 30 days. The size of Share transactions subject to monitoring varies. Where it is determined that a shareholder has exceeded the detection amounts twice within a period of 12 months, the Fund will temporarily
prohibit the shareholder from making further purchases or exchanges of Fund Shares. If the shareholder continues to exceed the detection amounts for specified periods, the Fund will impose lengthier trading
restrictions on the shareholder, up to and including permanently prohibiting the shareholder from making any further purchases or exchanges of Fund Shares. Whether or not the specific monitoring limits are exceeded,
the Fund's management or the Adviser may determine from the amount, frequency or pattern of purchases and redemptions or exchanges that a shareholder is engaged in excessive trading that is or could be detrimental to
the Fund and other shareholders and may prohibit the shareholder from making further purchases or exchanges of Fund Shares. No matter how the Fund defines its limits on frequent trading of Fund Shares, other purchases
and sales of Fund Shares may have adverse effects on the management of the Fund's portfolio and its performance.
The
Fund's frequent trading restrictions do not apply to purchases and sales of Fund Shares by other Federated funds. These funds impose the same frequent trading restrictions as the Fund at their shareholder level. In
addition, allocation changes of the investing Federated fund are monitored, and the managers of the recipient fund must determine that there is no disruption to their management activity. The intent of this exception
is to allow investing fund managers to accommodate cash flows and other activity that result from non-abusive trading in the investing fund, without being stopped from such trading because the aggregate of such trades
exceeds the monitoring limits. Nonetheless, as with any trading in Fund Shares, purchases and redemptions of Fund Shares by other Federated funds could adversely affect the management of the Fund's portfolio and its
performance.
The
Fund will not restrict transactions made on a non-discretionary basis by certain asset allocation programs, wrap programs, fund of funds, collective funds or other similar accounts that have been pre-approved by
Federated (“Approved Accounts”). The Fund will continue to monitor transactions by the Approved Accounts and will seek to limit or restrict even non-discretionary transactions by Approved Accounts that are
determined to be disruptive or harmful to the Fund.
The
Fund's objective is that its restrictions on short-term trading should apply to all shareholders that are subject to the restrictions, regardless of the number or type of accounts in which Shares are held. However,
the Fund anticipates that limitations on its ability to identify trading activity to specific shareholders, including where Shares are held through intermediaries in multiple or omnibus accounts, will mean that these
restrictions may not be able to be applied uniformly in all cases.
Other
funds in the Federated family of funds may impose different monitoring policies or in some cases, may not monitor for frequent or short-term trading. Under normal market conditions such monitoring policies are
designed to protect the funds being monitored and their shareholders and the operation of such policies and shareholder investments under such monitoring are not expected to have materially adverse impact on the
Federated funds or their shareholders. If you plan to exchange your fund shares for shares of another Federated fund, please read the prospectus of that other Federated fund for more information.
PORTFOLIO HOLDINGS INFORMATION
Information concerning the Fund's portfolio holdings is available via the link to the Fund and share class name at www.FederatedInvestors.com/FundInformation. A complete listing of the Fund's portfolio holdings as
of the end of each calendar quarter is posted on the website 30 days (or the next business day) after the end of the quarter and remains posted for six months thereafter. Summary portfolio composition information as
of the close of each month is posted on the website 15 days (or the next business day) after month-end and remains posted until replaced by the information for the succeeding month. The summary portfolio composition
information may include identification of the Fund's top 10 holdings and a percentage breakdown of the portfolio by sector.
You may
also access portfolio information as of the end of the Fund's fiscal quarters via the link to the Fund and share class name at www.FederatedInvestors.com/FundInformation. The Fund's Annual and Semi-Annual Shareholder
Reports contain complete listings of the Fund's portfolio holdings as of the end of the Fund's second and fourth fiscal quarters. The Fund's Form N-Q filings contain complete listings of the Fund's portfolio holdings
as of the end of the Fund's first and third fiscal quarters. Fiscal quarter information is made available on the website within 70 days after the end of the fiscal quarter. This information is also available in
reports filed with the SEC at the SEC's website at www.sec.gov.
In
addition, from time to time (for example, during periods of unusual market conditions), additional information regarding the Fund's portfolio holdings and/or composition may be posted to Federated's website. If and
when such information is posted, its availability will be noted on, and the information will be accessible from, the home page of the website.
Who Manages the Fund?
The
Board governs the Fund. The Board selects and oversees the Adviser, Federated Global Investment Management Corp.. The Adviser manages the Fund's assets, including buying and selling portfolio securities. Federated
Advisory Services Company (FASC), an affiliate of the Adviser, provides research, quantitative analysis, equity trading and transaction settlement and certain support services to the Adviser. The fee for these
services is paid by the Adviser and not by the Fund.
The
address of the Adviser is 101 Park Avenue, 41
st
Floor, New York, NY 10178. The address of FASC is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA
15222-3779.
The
Adviser has delegated daily management of some or all of the Fund assets to the Sub-Adviser, Hermes Investment Management Limited, who is paid by the Adviser and not by the Fund, based on the portion of securities the
Sub-Adviser manages. The Sub-Adviser's address is Sixth Floor, 150 Cheapside, London EC2V 6ET, England.
The
Adviser and other subsidiaries of Federated advise approximately 108 equity, fixed-income and money market mutual funds as well as a variety of other pooled investment vehicles, private investment companies and
customized separately managed accounts (including non-U.S./offshore funds) which totaled approximately $397.6 billion in assets as of December 31, 2017. Federated was established in 1955 and is one of the largest
investment managers in the United States with approximately 1,400 employees. Federated provides investment products to approximately 8,500 investment professionals and institutions.
The
Adviser advises approximately 12 equity mutual funds (including sub-advised funds) as well as a variety of separately managed accounts, institutional separate accounts and private investment companies and other pooled
investment vehicles (including non-U.S./offshore funds), which totaled approximately $11.9 billion in assets as of December 31, 2017.
The
Sub-Adviser manages $47.2 billion (£33.6 billion) across 16 differentiated strategies in high-active share equities, credit and private markets, including real estate, infrastructure, private debt and private
equity, serving more than 550 clients through wholesale and institutional markets. All asset information is reported as of March 31, 2018 and converted using March 31, 2018 exchange rates.
PORTFOLIO MANAGEMENT
INFORMATION
Hamish Galpin
Portfolio Manager; Leader of the Hermes Small & Mid Cap team since its creation in 2007. He joined Hermes in 1995 as Co-Manager of UK smaller companies strategies, becoming Lead Manager from January 1997 to
April 2010. He has oversight of the team's regional portfolios. He holds a BEng (Hons) in Civil Engineering from Nottingham University. Investment Experience: 29 Years.
ADVISORY FEES
The
Fund's investment advisory contract provides for payment to the Adviser of an annual investment advisory fee of 0.75% of the Fund's average daily net assets. The Adviser may voluntarily waive a portion of its fee or
reimburse the Fund for certain operating expenses. The Adviser and its affiliates have also agreed to certain “Fee Limits” as described in the footnote to the “Risk/Return Summary: Fees and
Expenses” table found in the “Fund Summary” section of the Prospectus.
The
Fund's shareholder reports will contain information regarding the basis for the Board's approval of the Fund's Advisory and Sub-Advisory Agreements. The Fund's semi-annual reports for the six-month periods ended each
April 30 and the annual reports for the fiscal years ending each October 31 discuss the Board's annual evaluation and approval of those agreements, which typically occurs annually in May.
Financial Information
FINANCIAL HIGHLIGHTS
The
Fund's fiscal year end is October 31. As the Fund's first fiscal year will end October 31, 2019, the Fund's audited financial information is not yet available as of the date of this Prospectus.
Appendix A: Hypothetical Investment and
Expense Information
The
following charts provide additional hypothetical information about the effect of the Fund's expenses, including investment advisory fees and other Fund costs, on the Fund's assumed returns over a 10-year period. The
charts show the estimated expenses that would be incurred in respect of a hypothetical investment, of $10,000, assuming a 5% return each year, and no redemption of Shares. Each chart also assumes that the Fund's
annual expense ratio stays the same throughout the 10-year period and that all dividends and distributions are reinvested. The annual expense ratio used in each chart is the same as stated in the “Fees and
Expenses” table of this Prospectus (and thus may not reflect any fee waiver or expense reimbursement currently in effect). The maximum amount of any sales charge that might be imposed on the
purchase
of Shares (and deducted from the hypothetical initial investment of $10,000; the “Front-End Sales Charge”) is reflected in the “Hypothetical Expenses”
column. The hypothetical investment information does not reflect the effect of charges (if any) normally applicable to
redemptions
of Shares (e.g., deferred sales charges, redemption fees). Mutual fund returns, as well as fees and expenses, may fluctuate over time, and your actual investment returns
and total expenses may be higher or lower than those shown below.
FEDERATED HERMES SDG ENGAGEMENT EQUITY FUND - A CLASS
|
ANNUAL EXPENSE RATIO: 1.71%
|
MAXIMUM FRONT-END SALES CHARGE: 5.50%
|
Year
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
Investment
After
Returns
|
Hypothetical
Expenses
|
Hypothetical
Ending
Investment
|
1
|
$10,000.00
|
$472.50
|
$9,922.50
|
$714.25
|
$9,760.91
|
2
|
$9,760.91
|
$488.05
|
$10,248.96
|
$169.66
|
$10,082.04
|
3
|
$10,082.04
|
$504.10
|
$10,586.14
|
$175.24
|
$10,413.74
|
4
|
$10,413.74
|
$520.69
|
$10,934.43
|
$181.00
|
$10,756.35
|
5
|
$10,756.35
|
$537.82
|
$11,294.17
|
$186.96
|
$11,110.23
|
6
|
$11,110.23
|
$555.51
|
$11,665.74
|
$193.11
|
$11,475.76
|
7
|
$11,475.76
|
$573.79
|
$12,049.55
|
$199.46
|
$11,853.31
|
8
|
$11,853.31
|
$592.67
|
$12,445.98
|
$206.03
|
$12,243.28
|
9
|
$12,243.28
|
$612.16
|
$12,855.44
|
$212.80
|
$12,646.08
|
10
|
$12,646.08
|
$632.30
|
$13,278.38
|
$219.81
|
$13,062.14
|
Cumulative
|
|
$5,489.59
|
|
$2,458.32
|
|
FEDERATED HERMES SDG ENGAGEMENT EQUITY FUND - C CLASS
|
ANNUAL EXPENSE RATIO: 2.46%
|
MAXIMUM FRONT-END SALES CHARGE: NONE
|
Year
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
Investment
After
Returns
|
Hypothetical
Expenses
|
Hypothetical
Ending
Investment
|
1
|
$10,000.00
|
$500.00
|
$10,500.00
|
$249.12
|
$10,254.00
|
2
|
$10,254.00
|
$512.70
|
$10,766.70
|
$255.45
|
$10,514.45
|
3
|
$10,514.45
|
$525.72
|
$11,040.17
|
$261.94
|
$10,781.52
|
4
|
$10,781.52
|
$539.08
|
$11,320.60
|
$268.59
|
$11,055.37
|
5
|
$11,055.37
|
$552.77
|
$11,608.14
|
$275.42
|
$11,336.18
|
6
|
$11,336.18
|
$566.81
|
$11,902.99
|
$282.41
|
$11,624.12
|
7
|
$11,624.12
|
$581.21
|
$12,205.33
|
$289.58
|
$11,919.37
|
8
|
$11,919.37
|
$595.97
|
$12,515.34
|
$296.94
|
$12,222.12
|
9
|
$12,222.12
|
$611.11
|
$12,833.23
|
$304.48
|
$12,532.56
|
10
|
$12,532.56
|
$626.63
|
$13,159.19
|
$312.22
|
$12,850.89
|
Cumulative
|
|
$5,612.00
|
|
$2,796.15
|
|
FEDERATED HERMES SDG ENGAGEMENT EQUITY FUND - R6 CLASS
|
ANNUAL EXPENSE RATIO: 1.36%
|
MAXIMUM FRONT-END SALES CHARGE: NONE
|
Year
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
Investment
After
Returns
|
Hypothetical
Expenses
|
Hypothetical
Ending
Investment
|
1
|
$10,000.00
|
$500.00
|
$10,500.00
|
$138.48
|
$10,364.00
|
2
|
$10,364.00
|
$518.20
|
$10,882.20
|
$143.52
|
$10,741.25
|
3
|
$10,741.25
|
$537.06
|
$11,278.31
|
$148.74
|
$11,132.23
|
4
|
$11,132.23
|
$556.61
|
$11,688.84
|
$154.15
|
$11,537.44
|
5
|
$11,537.44
|
$576.87
|
$12,114.31
|
$159.76
|
$11,957.40
|
6
|
$11,957.40
|
$597.87
|
$12,555.27
|
$165.58
|
$12,392.65
|
7
|
$12,392.65
|
$619.63
|
$13,012.28
|
$171.61
|
$12,843.74
|
8
|
$12,843.74
|
$642.19
|
$13,485.93
|
$177.85
|
$13,311.25
|
9
|
$13,311.25
|
$665.56
|
$13,976.81
|
$184.33
|
$13,795.78
|
10
|
$13,795.78
|
$689.79
|
$14,485.57
|
$191.04
|
$14,297.95
|
Cumulative
|
|
$5,903.78
|
|
$1,635.06
|
|
Appendix B: Sales Charge Waivers and
Exchange Features for Shareholders Purchasing Through Certain Financial Intermediaries
The term “fund
family,” used herein, shall refer to the Federated mutual funds.
Ameriprise Financial
CLASS A SHARES FRONT-END SALES
CHARGE WAIVERS AVAILABLE AT AMERIPRISE FINANCIAL:
The following information applies
to Class A shares purchases if you have an account with or otherwise purchase Fund shares through Ameriprise Financial:
Effective April 30, 2018, shareholders purchasing Fund shares through an Ameriprise Financial platform or account will be eligible for the following front-end sales charge waivers and discounts, which may differ
from those disclosed elsewhere in this Fund's prospectus:
■
|
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this
provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs.
|
■
|
Shares purchased through an Ameriprise Financial investment advisory program (if an Advisory or similar share class for such investment advisory program is not available).
|
■
|
Shares purchased by third party investment advisors on behalf of their advisory clients through Ameriprise Financial's platform (if an Advisory or similar share class for such investment advisory
program is not available).
|
■
|
Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same Fund (but not any other fund within the same fund family).
|
■
|
Shares exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the purchase date. To the extent that this prospectus elsewhere provides for a waiver with
respect to such shares following a shorter holding period, that waiver will apply to exchanges following such shorter period. To the extent that this prospectus elsewhere provides for a waiver with respect to
exchanges of Class C shares for load waived shares, that waiver will also apply to such exchanges.
|
■
|
Employees and registered representatives of Ameriprise Financial or its affiliates and their immediate family members.
|
■
|
Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered
family member, defined as an Ameriprise financial advisor and/or the advisor's spouse, advisor's lineal ascendant (mother, father, grandmother, grandfather, great grandmother, great grandfather), advisor's lineal
descendant (son, step-son, daughter, step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a lineal descendant.
|
■
|
Shares purchased from the proceeds of redemptions within the same fund family, provided: (1) the repurchase occurs within 90 days following the redemption; (2) the redemption and
purchase occur in the same account; and (3) redeemed shares were subject to a front-end or deferred sales load (i.e., Rights of Reinstatement).
|
EXCHANGE Feature of CLASS C
SHARES AVAILABLE AT AMERIPRISE FINANCIAL:
Automatic
Exchange of Class C shares.
Class C shares will automatically exchange to Class A shares in the month of the 10-year anniversary of the purchase date.
Merrill Lynch
Effective April 10, 2017, shareholders purchasing Fund shares through a Merrill Lynch platform or account will be eligible only for the following front-end sales charge waivers and shareholders redeeming Fund shares
through a Merrill Lynch platform or account (regardless of purchase date) will be eligible only for the following contingent deferred, or back-end, sales charge (CDSC) waivers and discounts, which may differ from
those disclosed elsewhere in this Fund's prospectus.
Front-End Sales Load Waivers on
Class A Shares Available at Merrill Lynch
■
|
Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a
commission-based brokerage account and shares are held for the benefit of the plan;
|
■
|
Shares purchased by or through a 529 Plan;
|
■
|
Shares purchased through a Merrill Lynch affiliated investment advisory program;
|
■
|
Shares purchased by third-party investment advisors on behalf of their advisory clients through Merrill Lynch's platform;
|
■
|
Shares of funds purchased through the Merrill Edge Self-Directed platform;
|
■
|
Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family);
|
■
|
Shares exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the purchase date;
|
■
|
Employees and registered representatives of Merrill Lynch or its affiliates and their family members;
|
■
|
Directors or Trustees of the Fund, and employees of the Fund's investment adviser or any of its affiliates, as described in this prospectus;
|
■
|
Shares purchased from the proceeds of redemptions within the same fund family, provided: (1) the repurchase occurs within 90 days following the redemption; (2) the redemption and purchase occur in the
same account; and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement).
|
CDSC Waivers on A, B and C Shares
available at Merrill Lynch
■
|
Death or disability of the shareholder;
|
■
|
Shares sold as part of a systematic withdrawal plan as described in the Fund's prospectus;
|
■
|
Return of excess contributions from an IRA Account;
|
■
|
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70
1
⁄
2
;
|
■
|
Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch;
|
■
|
Shares acquired through a right of reinstatement;
|
■
|
Shares held in retirement brokerage accounts, that are converted to a lower cost share class due to transfer to certain fee based accounts or platforms (applicable to A and C shares only). The CDSC
applicable to the converted shares will be waived, and Merrill Lynch will remit to the Fund's Distributor a portion of the waived CDSC. Such portion shall be equal to the number of months remaining on the CDSC period
divided by the total number of months of the CDSC period.
|
Front-End Load Discounts Available
at Merrill Lynch:
Breakpoints, Rights of Accumulation and Letters of Intent
■
|
Breakpoints as described in this prospectus;
|
■
|
Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts
within the purchaser's household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such
assets;
|
■
|
Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time.
|
Morgan Stanley Smith Barney
Class A Shares Front-End Sales
Charge Waivers Available at Morgan Stanley Smith Barney:
Effective July 1, 2018, shareholders purchasing Fund shares through a Morgan Stanley Wealth Management transactional brokerage account will be eligible only for the following front-end sales charge waivers with
respect to Class A shares, which may differ from and may be more limited than those disclosed elsewhere in this Fund's Prospectus or SAI.
Front-End Sales Charge Waivers on
Class A Shares Available at Morgan Stanley Wealth Management
■
|
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this
provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans;
|
■
|
Morgan Stanley employee and employee-related accounts according to Morgan Stanley's account linking rules;
|
■
|
Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund;
|
■
|
Shares purchased through a Morgan Stanley self-directed brokerage account;
|
■
|
Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are exchanged to Class A shares of the same fund pursuant to Morgan Stanley
Wealth Management's intra-fund share class exchange program;
|
■
|
Shares purchased from the proceeds of redemptions within the same fund family, provided: (i) the repurchase occurs within 90 days following the redemption; (ii) the redemption and purchase occur in the
same account; and (iii) redeemed shares were subject to a front-end or deferred sales charge.
|
An SAI dated November 1,
2018, includes additional information about the Fund and is incorporated by reference into this Prospectus. The SAI contains a description of the Fund's policies and procedures with respect to the disclosure of its
portfolio securities. To obtain the SAI and other information without charge, and to make inquiries, call your financial intermediary or the Fund at 1-800-341-7400.
These documents, as well
as additional information about the Fund (including portfolio holdings, performance and distributions), are also available on Federated's website at FederatedInvestors.com.
You can obtain
information about the Fund (including the SAI) by writing to or visiting the SEC's Public Reference Room in Washington, DC. You may also access Fund information from the EDGAR Database on the SEC's website at
www.sec.gov. You can purchase copies of this information by contacting the SEC by email at publicinfo@sec.gov or by writing to the SEC's Public Reference Section, Washington, DC 20549. Call 1-202-551-8090 for
information on the Public Reference Room's operations and copying fees.
Federated Hermes SDG Engagement
Equity Fund
Federated Investors Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Contact us at
FederatedInvestors.com
or call 1-800-341-7400.
Federated Securities Corp.,
Distributor
Investment Company Act File No.
811-3385
CUSIP 31423A101
CUSIP 31423A200
CUSIP 31423A408
Q454415 (11/18)
Federated is a registered trademark
of Federated Investors, Inc.
2018 ©Federated Investors, Inc.
Prospectus
November 1, 2018
Share Class
| Ticker
|
IS
FHESX
|
|
|
|
Federated Hermes SDG
Engagement Equity Fund
A Portfolio of Federated Adviser
Series
A mutual fund seeking to
provide long term capital appreciation alongside positive societal impact.
As with all mutual funds,
the Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
Not FDIC Insured ■ May Lose Value ■ No
Bank Guarantee
CONTENTS
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Fund Summary
Information
Federated Hermes SDG Engagement
Equity Fund (the “Fund”)
RISK/RETURN SUMMARY: INVESTMENT
OBJECTIVE
The Fund's investment objective is to
provide long term capital appreciation alongside positive societal impact. The objective may be changed by the Fund's Board of Trustees (the “Trustees”) without shareholder approval.
RISK/RETURN SUMMARY: FEES AND
EXPENSES
This
table describes the fees and expenses that you may pay if you buy and hold Institutional Shares (IS) of the Fund. If you purchase the Fund's Shares through a broker acting as an agent on behalf of its customers, you
may be required to pay a commission to such broker; such commissions, if any, are not reflected in the Example below.
Shareholder Fees (fees paid directly from your investment)
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IS
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Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
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None
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Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)
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None
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Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of offering price)
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None
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Redemption Fee (as a percentage of amount redeemed, if applicable)
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None
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Exchange Fee
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None
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Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
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Management Fee
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0.75%
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Distribution (12b-1) Fee
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None
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Other Expenses
1,2
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0.70%
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Acquired Fund Fees and Expenses
1
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0.01%
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Total Annual Fund Operating Expenses
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1.46%
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Fee Waiver and/or Expense Reimbursements
3
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(0.51)%
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Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements
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0.95%
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1
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Acquired Fund Fees and Expenses and Other Expenses are based on estimated amounts for the current fiscal year.
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2
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The Fund may incur or charge certain service fees (shareholder services/account administration fees) on its IS class of up to a maximum of 0.25%. No such fees are currently incurred or charged by the IS
class of the Fund. The IS class of the Fund will not incur or charge such fees until such time as approved by the Trustees.
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3
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The Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. Total annual fund operating expenses (excluding
acquired fund fees and expenses, tax reclaim recovery expenses, interest expense, extraordinary expenses, and proxy-related expenses, paid by the Fund, if any) paid by the Fund's IS class (after the voluntary waivers
and/or reimbursements) will not exceed 0.94% (the “Fee Limit”), up to but not including the later of (the “Termination Date”): (a) November 1, 2019; or (b) the date of the Fund's next effective
Prospectus. While the Adviser and its affiliates currently do not anticipate terminating or increasing these additional arrangements prior to the Termination Date, these additional arrangements may only be terminated
or the Fee Limit increased prior to the Termination Date with the agreement of the Trustees.
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Example
This
Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The
Example assumes that you invest $10,000 for the time periods indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that
the operating expenses are as shown in the table above and remain the same. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
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1 Year
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3 Years
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IS Class
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$149
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$462
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PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example above, affect the Fund's performance. The
Fund is a new fund, has not yet completed its first fiscal year of operation and has no portfolio turnover yet to report.
RISK/RETURN SUMMARY: INVESTMENTS,
RISKS and PERFORMANCE
What are the Fund's Main
Investment Strategies?
The
Fund pursues its investment objective of long-term capital appreciation alongside positive societal impact by investing, under normal circumstances, at least 80% of its net assets in equity securities.
In
seeking to achieve its objective, the Fund may invest its assets in companies of all capitalizations, however, the Fund's investment adviser or sub-adviser (as applicable, the “Adviser”) anticipates that
the Fund will be primarily invested in equity securities and equity-related securities (such as depositary receipts) of small- and mid-capitalization companies in both the United States and foreign markets (including
emerging markets).
The Fund may also invest in and/or gain exposure to securities of other investment companies including exchange-traded funds (ETFs), real estate investment trusts (REITs), and money market funds
including funds advised by the Adviser or its affiliates.
In
managing the assets of the Fund, the Adviser will seek to invest in companies that, in its view, provide the potential for long-term capital appreciation while also contributing to positive societal impact aligned to
the United Nations Sustainable Development Goals (the “UN Sustainable Development Goals”) (as outlined in further detail below).
1
It will do so by performing bottom-up fundamental analysis of financial criteria such as balance sheet quality, franchise
value (i.e., brand strength and sustainability of the business model) and quality of management. The review process may include analysis of financial statements, meetings with management, consideration of the general
economic environment in which the company operates, structural growth potential of the relevant industry segment and other relevant factors which allow the Adviser to assess the intrinsic value of a company, and a
comparison to the market valuation, as reflected in the current share price. The Adviser also will use standard accounting methodologies to assess the growth prospects of a company by estimating its future operating
cash flow less capital expenditures (adjusted for the time value of money). The Adviser believes this analysis may help determine whether the companies may provide the potential for long-term capital appreciation,
notwithstanding that equities of such companies may, at the time of purchase, be undervalued.
In
addition to fundamental financial indicator criteria, the Adviser may consider engagement criteria such as assessment of company management competence, integrity, and vision, as well as exposure to one or multiple UN
Sustainable Development Goals.
The Adviser intends to invest in small- and mid-capitalization companies that it believes will implement best in class UN Sustainable Development Goals practices. The Adviser will utilize
bottom-up analysis of companies' respective supply chains, direct operations, products and services to identify those businesses with the best opportunity for improvement in areas such as education, water, and energy
conservation.
The
Fund will not be subject to any limitation on the types of companies in which it may invest (either in terms of industry or focus) so long as these companies are viewed by the Adviser to provide the potential for
long-term capital appreciation while also contributing to positive societal impact aligned to the UN Sustainable Development Goals. The Fund may, from time to time, have larger allocations to certain broad market
sectors in attempting to achieve its investment objective.
The
Fund may invest in other investment companies (including ETFs) and futures contracts to implement elements of its investment strategy, including for cash flow management, cost effectiveness, and gaining exposure to
certain markets and securities in a quicker and/or more efficient manner. There can be no assurance that the Fund's use of futures contracts will work as intended. Futures contract investments made by the Fund are
included within the Fund's 80% policy and are calculated at market value.
The
Fund will invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are invested in equity securities. The Fund will notify shareholders at least 60 days in advance of any
change in its investment policy that would permit the Fund to invest, under normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in investments in equity securities.
1
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Please refer to https://sustainabledevelopment.un.org/?menu=1300 for further information on the United Nations Sustainable Development Goals
|
Portfolio Turnover
The
Fund actively trades its portfolio securities in an attempt to achieve its investment objective, although the Fund expects to have low portfolio turnover. Active trading may cause the Fund to have an increased
portfolio turnover rate and increase the Fund's trading costs, which may have an adverse impact on the Fund's performance. An active trading strategy may result in the Fund generating more short-term capital gains or
losses. Short-term gains are generally taxed at a higher rate than long-term gains. Any short-term losses are used first to offset short-term gains.
What are the Main (or Principal)
Risks of Investing in the Fund?
All
mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Fund's returns include:
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Stock Market Risk.
The value of equity securities in the Fund's portfolio will fluctuate and, as a result, the Fund's Share price may decline suddenly or over a sustained period of time. Information publicly
available about a company, whether from the company's financial statements or other disclosures or from third parties, or information available to some but not all market participants, can affect the price of a
company's shares in the market. Among other factors, equity securities may decline in value because of an increase in interest rates or changes in the stock market. Recent and potential future changes in industry
and/or economic trends, as well as changes in monetary policy made by central banks and/or their governments, also can affect the level of interest rates and contribute to the development of or increase in volatility,
illiquidity, shareholder redemptions and other adverse effects (such as a decline in a company's stock price), which could negatively impact the Fund's performance.
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Risks of Investing for UN Sustainable Development Goals.
The Fund's strategy is to target companies the Adviser believes will contribute positive societal impact aligned to the UN Sustainable Development Goals. The Fund may underperform funds
that do not have such a strategy.
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Real Estate Investment Trust Risk.
Real estate investment trusts (REITs) carry risks associated with owning real estate, including the potential for a decline in value due to economic or market conditions.
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Risk of Foreign Investing.
The foreign markets in which the Fund invests may be subject to economic or political conditions which are less favorable than those of the United States and may lack financial reporting
standards or regulatory requirements comparable to those applicable to U.S. companies.
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Risk of Investing in Depositary Receipts and Domestically Traded Securities of Foreign Issuers.
Because the Fund may invest in American Depositary Receipts and other domestically traded securities of foreign companies, whether in the United States or in foreign local markets, the
Fund's Share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than would otherwise be the case.
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Small-Cap Company Risk.
The Fund may invest in small capitalization (or “small-cap”) companies. Small-cap companies may have less liquid stock, a more volatile share price, unproven track records, a
limited product or service base, and limited access to capital. The above factors could make small-cap companies more likely to fail than larger companies, and increase the volatility of the Fund's portfolio,
performance and Share price.
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Mid-Cap Company Risk.
The Fund may invest in mid-capitalization (or “mid-cap”) companies. Mid-cap companies often have narrower markets, limited managerial and financial resources, more volatile
performance and greater risk of failure, compared to larger, more established companies. These factors could increase the volatility of the Fund's portfolio, performance and Share price.
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Currency Risk.
Exchange rates for currencies fluctuate daily. Accordingly, the Fund may experience increase volatility with respect to the value of its Shares and its returns as a result of its exposure
to foreign currencies through direct holding of such currencies or holding of non-U.S. dollar
denominated securities.
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Eurozone Related Risk.
A number of countries in the European Union (EU) have experienced, and may continue to experience, severe economic and financial difficulties. Additional EU member countries may also fall
subject to such difficulties. These events could negatively affect the value and liquidity of the Fund's investments in euro-denominated securities and derivative contracts, securities of issuers located in the EU or
with significant exposure to EU issuers or countries.
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Risk of Investing in Emerging Market Countries.
Securities issued or traded in emerging markets generally entail greater risks than securities issued or traded in developed markets. Emerging market countries may have relatively unstable
governments and may present the risk of nationalization of businesses, expropriation, confiscatory taxation or, in certain instances, reversion to closed market, centrally planned economies.
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Sector Risk.
Companies with similar characteristics may be grouped together in broad categories called sectors. Sector risk is the possibility that a certain sector may underperform other sectors or
the market as a whole. As the Adviser allocates more of the Fund's portfolio holdings to a particular sector, the Fund's performance will be more susceptible to any economic, business or other developments which
generally affect that sector.
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Investment Style Risk.
The Fund may employ a combination of styles that impact its risk characteristics, such as growth and value investing. Due to the Fund's style of investing, the Fund's Share price may lag
that of other funds using a different investment style.
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Liquidity Risk.
Trading opportunities are more limited for equity securities that are not widely held. This may make it more difficult to sell or buy a security at a favorable price or time. Liquidity
risk also refers to the possibility that the Fund may not be able to sell a security or close out a derivative contract when it wants to.
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Custodial Services and Related Investment Costs.
Custodial services and other costs relating to investment in international securities markets generally are more expensive due to differing settlement and clearance procedures than those
of the United States. The inability of the Fund to make intended securities purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. In addition, security settlement and
clearance procedures in some emerging market countries may not fully protect the Fund against loss of its assets.
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Exchange-Traded Funds Risk.
An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange traded). In addition, ETFs may be subject to the
following risks that do not apply to conventional funds: (i) the market price of an ETF's shares may trade above or below their net asset value; (ii) an active trading market for an ETF's shares may not develop or be
maintained; or (iii) trading of an ETF's shares may be halted if the listing exchange's officials deem such action appropriate.
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Risk of Investing in Derivative Contracts.
Derivative contracts involve risks different from, or possibly greater than, risks associated with investing directly in securities and other traditional investments. Specific risk issues
related to the use of such contracts include valuation and tax issues, increased potential for losses and/or costs to the Fund, and a potential reduction in gains to the Fund. Each of these issues is described in
greater detail in this Prospectus. Derivative contracts may also involve other risks described in this Prospectus such as stock market, credit, currency, and liquidity risks.
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Counterparty Credit Risk.
Credit risk includes the possibility that a party to a transaction involving the Fund will fail to meet its obligations. This could cause the Fund to lose the benefit of the transaction or
prevent the Fund from selling or buying other securities to implement its investment strategy.
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Risk Related to the Economy.
The value of the Fund's portfolio may decline in tandem with a drop in the overall value of the markets in which the Fund invests and/or other markets. Economic, political and financial
conditions, or industry or economic trends and developments, may, from time to time, and for varying periods of time, cause the Fund to experience volatility, illiquidity, shareholder redemptions, or other potentially
adverse effects.
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Technology Risk.
The Adviser uses various technologies in managing the Fund, consistent with its investment objective(s) and strategy described in this Prospectus. For example, proprietary and third-party
data and systems are utilized to support decision making for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar circumstances may impair the performance of
these systems, which may negatively affect Fund performance.
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The
Shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or 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.
PERFORMANCE: BAR CHART AND
TABLE
A
performance bar chart and total return information for the Fund will be provided after the Fund has been in operation for a full calendar year. Updated performance information for the Fund is available under the
“Products” section at FederatedInvestors.com or by calling 1-800-341-7400.
Fund Management
The Fund's Investment Adviser is Federated Global Investment Management Corporation. The Fund's Sub-Adviser is Hermes Investment Management Limited. Federated holds a majority sixty percent
interest in the Sub-Adviser and, upon the exercise in the future of certain put/call rights under a Put/Call Option Deed between Federated and another shareholder of the Sub-Adviser, Federated anticipates holding an
89.5% interest in the Sub-Adviser.
Hamish
Galpin, Portfolio Manager, has been the Fund's portfolio manager since November 2018.
purchase and sale of fund
shares
You may
purchase, redeem or exchange Shares of the Fund on any day the New York Stock Exchange is open. Shares may be purchased through a financial intermediary firm that has entered into a Fund selling and/or servicing
agreement with the Distributor or an affiliate (“Financial Intermediary”) or directly from the Fund, by wire or by check. Please note that certain purchase restrictions may apply. Redeem or exchange Shares
through a financial intermediary or directly from the Fund by telephone at 1-800-341-7400 or by mail.
IS Class
The
minimum initial investment amount for the Fund's IS class is generally $1,000,000 and there is no minimum subsequent investment amount. Certain types of accounts are eligible for lower minimum investments. The minimum
investment amount for Systematic Investment Programs is $50.
Tax Information
The
Fund's distributions are taxable as ordinary income or capital gains except when your investment is through a 401(k) plan, an Individual Retirement Account or other tax-advantaged investment plan.
Payments to Broker-Dealers and
Other Financial Intermediaries
If you
purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and/or its related companies may pay the intermediary for the sale of Fund Shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial
intermediary's website for more information.
What are the Fund's
Investment Strategies?
The
Fund's investment objective to provide long-term capital appreciation alongside positive societal impact. While there is no assurance that the Fund will achieve its investment objective, it endeavors to do so by
following the principal strategies and policies described in this Prospectus. This objective may be changed by the Fund's Board of Trustees (the “Trustees”) without shareholder approval.
The
Fund pursues its investment objective by investing, under normal circumstances, at least 80% of its net assets in equity securities.
In seeking to achieve its objective, the Fund may invest its assets in companies of all capitalizations, however, the Fund's investment adviser or sub-adviser (as applicable, the
“Adviser”) anticipates that the Fund will be primarily invested in equity securities and equity-related securities (such as depositary receipts) of small- and mid-capitalization companies in both the
United States and foreign markets (including emerging markets). Small- and mid-capitalization companies will normally be defined as companies with market capitalizations similar to the constituents of the Fund's
benchmark, the MSCI All Country World SMID Index. As of September 28, 2018, the capitalization of companies included in the MSCI All Country World SMID Index ranged from approximately $11 million to $29 billion.
The
Fund may also invest in and/or gain exposure to securities of other investment companies including exchange-traded funds (ETFs), real estate investment trusts (REITs), and money market funds including funds advised by
the Adviser or its affiliates.
In
managing the assets of the Fund, the Adviser will seek to invest in companies that, in its view, provide the potential for long-term capital appreciation while also contributing to positive societal impact aligned to
the United Nations Sustainable Development Goals (the “UN Sustainable Development Goals”) (as outlined in further detail below).
1
It will do so by performing bottom-up fundamental analysis of financial criteria such as balance sheet quality, franchise
value (i.e., brand strength and sustainability of the business model) and quality of management. The review process may include analysis of financial statements, meetings with management, consideration of the general
economic environment in which the company operates, structural growth potential of the relevant industry segment and other relevant factors which allow the Adviser to assess the intrinsic value of a company, and a
comparison to the market valuation, as reflected in the current share price. The Adviser also will use standard accounting methodologies to assess the growth prospects of a company by estimating its future operating
cash flow less capital expenditures (adjusted for the time value of money). The Adviser believes this analysis may help determine whether the companies may provide the potential for long-term capital appreciation,
notwithstanding that equities of such companies may, at the time of purchase, be undervalued.
In
addition to fundamental financial indicator criteria, the Adviser may consider engagement criteria such as assessment of company management competence, integrity, and vision, as well as exposure to one or multiple UN
Sustainable Development Goals.
The Adviser intends to invest in small- and mid-capitalization companies that it believes will implement best in class UN Sustainable Development Goals practices. The Adviser will utilize
bottom-up analysis of companies' respective supply chains, direct operations, products and services to identify those businesses with the best opportunity for improvement in areas such as education, water, and energy
conservation.
It is
anticipated that by identifying solutions to meeting specific UN Sustainable Development Goals, companies will be able to incrementally improve long-term financial returns and resilience by generating higher sales and
better productivity by delivering, for example, improved health or educational outcomes for their employees and local community. The Adviser's in-house stewardship team will support the identification of, and
engagement with, suitable companies that meet the criteria outlined above and below. The UN Sustainable Development Goals are as follows: no poverty; zero hunger; good health and well-being; quality education; gender
equality; clean water and sanitation; affordable and clean energy; decent work and economic growth; industry, innovation and infrastructure; reduced inequalities; sustainable cities and communities; responsible
consumption and production; climate action; life below water; life on land; peace, justice and strong institutions; and partnership for the goals.
The
Fund will not be subject to any limitation on the types of companies in which it may invest (either in terms of industry or focus) so long as these companies are viewed by the Adviser to provide the potential for
long-term capital appreciation while also contributing to positive societal impact aligned to the UN Sustainable Development Goals. The Fund may, from time to time, have larger allocations to certain broad market
sectors in attempting to achieve its investment objective.
In making its investment decisions, the Adviser will seek to consider its corporate governance and/or responsible investment policies (“CGRI Guidelines”) with regards to the holding
of either individual securities or various categories or classes of securities. The Adviser will typically sell a security either when its analysis indicates that a company is fully valued and it has either met the
defined engagement objectives aligned to the UN Sustainable Development Goals or the Adviser does not believe that these objectives will be met, or when there is a material change in a company's investment thesis that
would prompt a sale. The CGRI Guidelines are intended to provide guidance on achieving best practice standards of corporate governance and equity stewardship in order to make informed investment decisions.
The
Fund may invest in other investment companies, including ETFs, and futures contracts to implement elements of its investment strategy, including for cash flow management, cost effectiveness, and gaining exposure to
certain markets and securities in a quicker and/or more efficient manner. There can be no assurance that the Fund's use of futures contracts will work as intended. Futures contract investments made by the Fund are
included within the Fund's 80% policy and are calculated at market value.
The
Fund will invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are invested in equity securities. The Fund will notify shareholders at least 60 days in advance of any
change in its investment policy that would permit the Fund to invest, under normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in investments in equity securities.
1
|
Please refer to https://sustainabledevelopment.un.org/?menu=1300 for further information on the United Nations Sustainable Development Goals
|
PORTFOLIO TURNOVER
The
Fund actively trades its portfolio securities in an attempt to achieve its investment objective, although the Fund expects to have low portfolio turnover. Active trading may cause the Fund to have an increased
portfolio turnover rate and increase the Fund's trading costs, which may have an adverse impact on the Fund's performance. An active trading strategy may result in the Fund generating more short-term capital gains or
losses. Short-term gains are generally taxed at a higher rate than long-term gains. Any short-term losses are used first to offset short-term gains.
TEMPORARY INVESTMENTS
The
Fund may temporarily depart from its principal investment strategies by investing its assets in shorter-term debt securities and similar obligations or holding cash. It may do this in response to unusual
circumstances, such as: adverse market, economic or other conditions (for example, to help avoid potential losses, or during periods when there is a shortage of appropriate securities); to maintain liquidity to meet
shareholder redemptions; or to accommodate cash inflows. It is possible that when the Fund takes temporary defensive positions, these positions could affect the Fund's investment returns and/or the Fund may not
achieve its investment objectives.
What are the Fund's
Principal Investments?
The
following provides general information on the Fund's principal investments. The Fund's Statement of Additional Information (SAI) provides information about the Fund's non-principal investments and may provide
additional information about the Fund's principal investments.
Equity Securities
Equity
securities represent a share of an issuer's earnings and assets, after the issuer pays its liabilities. The Fund cannot predict the income it will receive from equity securities because issuers generally have
discretion as to the payment of any dividends or distributions. However, equity securities offer greater potential for appreciation than many other types of securities, because their value increases directly with the
value of the issuer's business.
The
following describes the equity securities in which the Fund principally invests.
Common Stocks
Common
stocks are the most prevalent type of equity security. Common stocks receive the issuer's earnings after the issuer pays its creditors and any preferred stockholders. As a result, changes in an issuer's earnings
directly influence the value of its common stock.
Real Estate Investment Trusts
(REITs)
REITs
are real estate investment trusts (including foreign REITs and REIT-like entities) that lease, operate and finance commercial real estate. REITs in the United States are exempt from federal corporate income tax if
they limit their operations and distribute most of their income. Such tax requirements limit a U.S. REIT's ability to respond to changes in the commercial real estate market. The Fund is not eligible for a deduction
from dividends received from REITs that is available to individuals who invest directly in REITs.
Foreign Securities
Foreign
securities are securities of issuers based outside the United States. To the extent a Fund invests in securities included in its applicable broad-based securities market index, the Fund may consider an issuer to be
based outside the United States if the applicable index classifies the issuer as based outside the United States. Accordingly, the Fund may consider an issuer to be based outside the United States if the issuer
satisfies at least one, but not necessarily all, of the following:
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it is organized under the laws of, or has its principal office located in, another country;
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the principal trading market for its securities is in another country;
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it (directly or through its consolidated subsidiaries) derived in its most current fiscal year at least 50% of its total assets, capitalization, gross revenue or profit from goods produced, services
performed or sales made in another country; or
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it is classified by an applicable index as based outside the United States.
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Foreign
securities are primarily denominated in foreign currencies. Along with the risks normally associated with domestic securities of the same type, foreign securities are subject to currency risks and risks of foreign
investing.
Depositary Receipts and
Domestically Traded Securities of Foreign Issuers (Types of Foreign Equity Securities)
Depositary receipts represent interests in underlying securities issued by a foreign company. Depositary receipts are not traded in the same market as the underlying security. American Depositary Receipts (ADRs)
provide a way to buy shares of foreign-based companies in the United States rather than in overseas markets. ADRs are also traded in U.S. dollars, eliminating the need for foreign exchange transactions. The foreign
securities underlying European Depositary Receipts, Global Depositary Receipts and International Depositary Receipts are traded globally or outside the United States. Depositary receipts involve many of the same risks
of investing directly in foreign securities, including currency risks and risks of foreign investing. The Fund may also invest in securities issued directly by foreign companies and traded in U.S. dollars in U.S.
markets.
Foreign Exchange Contracts
In
order to convert U.S. dollars into the currency needed to buy a foreign security, or to convert foreign currency received from the sale of a foreign security into U.S. dollars, the Fund may enter into spot currency
trades. In a spot trade, the Fund agrees to exchange one currency for another at the current exchange rate. The Fund may also enter into derivative contracts in which a foreign currency is an underlying asset. The
exchange rate for currency derivative contracts may be higher or lower than the spot exchange rate. Use of these derivative contracts may increase or decrease the Fund's exposure to currency risks.
Investing in Securities of Other
Investment Companies
The
Fund may invest its assets in securities of other investment companies, including the securities of affiliated money market funds, as an efficient means of implementing its investment strategies and/or managing its
uninvested cash. These other investment companies are managed independently of the Fund and incur additional fees and/or expenses which would, therefore, be borne indirectly by the Fund in connection with any such
investment. However, the Adviser believes that the benefits and efficiencies of this approach should outweigh the potential additional fees and/or expenses. The Fund may invest in money market securities directly.
Derivative Contracts
Derivative contracts are financial instruments that require payments based upon changes in the values of designated securities, commodities, currencies, indices, or other assets or instruments including other
derivative contracts, (each a “Reference Instrument” and collectively, “Reference Instruments”). Each party to a derivative contract may sometimes be referred to as a counterparty. Some
derivative contracts require payments relating to an actual, future trade involving the Reference Instrument. These types of derivatives are frequently referred to as “physically settled” derivatives.
Other derivative contracts require payments relating to the income or returns from, or changes in the market value of, a Reference Instrument. These types of derivatives are known as “cash-settled”
derivatives, since they require cash payments in lieu of delivery of the Reference Instrument.
Many
derivative contracts are traded on securities or commodities exchanges. In this case, the exchange sets all the terms of the contract except for the price. Investors make payments due under their contracts through the
exchange. Most exchanges require investors to maintain margin accounts through their brokers to cover their potential obligations to the exchange. Parties to the contract make (or collect) daily payments to the margin
accounts to reflect losses (or gains) in the value of their contracts. This protects investors against potential defaults by the other party to the contract. Trading contracts on an exchange also allows investors to
close out their contracts by entering into offsetting contracts.
The
Fund may also trade derivative contracts over-the-counter (OTC) in transactions negotiated directly between the Fund and a financial institution. OTC contracts do not necessarily have standard terms, so they may be
less liquid and more difficult to close out than exchange-traded contracts. In addition, OTC contracts with more specialized terms may be more difficult to value than exchange-traded contracts, especially in times of
financial stress.
The
market for swaps and other OTC derivatives was largely unregulated prior to the enactment of federal legislation known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Act”). Regulations enacted by the Commodity Futures Trading Commission (the CFTC) under the Dodd-Frank Act require the Fund to clear certain swap contracts through a clearing house or central counterparty (a
CCP).
To
clear a swap through the CCP, the Fund will submit the contract to, and post margin with, a futures commission merchant (FCM) that is a clearing house member. The Fund may enter into the swap with a financial
institution other than the FCM and arrange for the contract to be transferred to the FCM for clearing, or enter into the contract with the FCM itself. If the Fund must centrally clear a transaction, the CFTC's
regulations also generally require that the swap be executed on a registered exchange or through a market facility that is known as a swap execution facility or SEF. Central clearing is presently required only for
certain swaps; the CFTC is expected to impose a mandatory central clearing requirement for additional derivative instruments over time.
The
CCP, SEF and FCM are all subject to regulatory oversight by the CFTC. In addition, most derivative market participants are now regulated as swap dealers or major swap participants and are subject to certain minimum
capital and margin requirements and business conduct standards. Similar regulatory requirements are expected to apply to derivative contracts that are subject to the jurisdiction of the SEC, although the SEC has not
yet finalized its regulations. In addition, uncleared OTC swaps will be subject to regulatory collateral requirements that could adversely affect the Fund's ability to enter into swaps in the OTC market. These
developments could cause the Fund to terminate new or existing swap agreements or to realize amounts to be received under such instruments at an inopportune time.
Until
the mandated rulemaking and regulations are implemented completely, it will not be possible to determine the complete impact of the Dodd-Frank Act and related regulations on the Fund.
Depending on how the Fund uses derivative contracts and the relationships between the market value of a derivative contract and the Reference Instrument, derivative contracts may increase or decrease the Fund's
exposure to the risks of the Reference Instrument, and may also expose the Fund to liquidity and leverage risks. OTC contracts also expose the Fund to credit risks in the event that a counterparty defaults on the
contract, although this risk may be mitigated by submitting the contract for clearing through a CCP.
Payment
obligations arising in connection with derivative contracts are frequently required to be secured with margin (which is commonly called “collateral”).
The
Fund may invest in a derivative contract if it is permitted to own, invest in, or otherwise have economic exposure to the Reference Instrument. The Fund is not required to own a Reference Instrument in order to buy or
sell a derivative contract relating to that Reference Instrument. The Fund may trade in the following specific types and/or combinations of derivative contracts.
Futures Contracts (A Type of
Derivative)
Futures
contracts provide for the future sale by one party and purchase by another party of a specified amount of a Reference Instrument at a specified price, date and time. Entering into a contract to buy a Reference
Instrument is commonly referred to as buying a contract or holding a long position in the asset. Entering into a contract to sell a Reference Instrument is commonly referred to as selling a contract or holding a short
position in the Reference Instrument. Futures contracts are considered to be commodity contracts. The Adviser has claimed an exclusion from the definition of the term “commodity pool operator” under the
Commodity Exchange Act with respect to the Fund and, therefore, is not subject to registration or regulation with respect to the Fund. Futures contracts traded OTC are frequently referred to as forward contracts. The
Fund can buy or sell financial futures (such as index futures and security futures), as well as currency futures and currency forward contracts.
OTHER INVESTMENTS, TRANSACTIONS,
TECHNIQUES
Investing in Exchange-Traded
Funds
The
Fund may invest in exchange-traded funds (ETFs) as an efficient means of carrying out its investment strategies. As with traditional mutual funds, ETFs charge asset-based fees, although these fees tend to be
relatively low. ETFs are traded on stock exchanges or on the over-the-counter market. ETFs do not charge initial sales charges or redemption fees and investors pay only customary brokerage fees to buy and sell ETF
shares.
Asset Segregation
In order to secure its obligations in connection with derivative contracts or special transactions, the Fund will either own the underlying assets, enter into offsetting transactions or set aside
cash or readily marketable securities in each case, as provided by the SEC or SEC staff guidance. This requirement may cause the Fund to miss favorable trading opportunities, due to a lack of sufficient cash or
readily marketable securities. This requirement may also cause the Fund to realize losses on offsetting or terminated derivative contracts or special transactions.
What are the Specific
Risks of Investing in the Fund?
The
following describes the principal risks associated with the Fund's principal investments, including the risks to which the Fund's portfolio as a whole is expected to be subject and the circumstances reasonably likely
to affect adversely the Fund's net asset value and total return. Any additional risks associated with the Fund's non-principal investments are described in the Fund's SAI. The Fund's SAI also may provide additional
information about the risks associated with the Fund's principal investments.
Stock Market Risk
The
value of equity securities in the Fund's portfolio will rise and fall over time. These fluctuations could be a sustained trend or a drastic movement. Historically, the equity market has moved in cycles, and the value
of the Fund's securities may fluctuate from day to day. The Fund's portfolio will reflect changes in prices of individual portfolio stocks or general changes in stock valuations. Consequently, the Fund's Share price
may decline. The Adviser attempts to manage market risk by limiting the amount the Fund invests in each company's equity securities. However, diversification will not protect the Fund against widespread or prolonged
declines in the stock market.
Information publicly available about a company, whether from the company's financial statements or other disclosures or from third parties, or information available to some but not all market participants, can
affect the price of a company's shares in the market. The price of a company's shares depends significantly on the information publicly available about the company. The reporting of poor results by a company, the
restatement of a company's financial statements or corrections to other information regarding a company or its business may adversely affect the price of its shares, as would allegations of fraud or other misconduct
by the company's management. The Fund may also be disadvantaged if some market participants have access to material information not readily available to other market participants, including the Fund.
Risks of Investing for UN
Sustainable Development Goals
The
Fund's strategy is to target companies the Adviser believes will contribute positive societal impact aligned to the UN Sustainable Development Goals. The Fund may underperform funds that do not have such a strategy.
This strategy may result in the Fund's forgoing opportunities to buy certain securities when it might otherwise be advantageous to do so. The Adviser's assessment of a company's alignment to the UN Sustainable
Development Goals may change over time, which could cause the Fund to temporarily hold securities that do not align as closely with the UN Sustainable Development Goals as initially determined by the Adviser, or may
cause the Fund to sell securities when it might be otherwise disadvantageous for it to do so. In evaluating a company, the Adviser is dependent upon information and data that may be incomplete, inaccurate or
unavailable, which could cause the Adviser to incorrectly assess a company's alignment to the UN Sustainable Development Goals. The Adviser's assessment of a company's alignment to the UN Sustainable Development Goals
depends upon an analysis of a number of factors and may be evaluated differently by different managers.
REAL ESTATE INVESTMENT TRUST
RISK
Real
estate investment trusts (REITs), including foreign REITs and REIT-like entities, are subject to risks associated with the ownership of real estate. Some REITs experience market risk due to investment in a limited
number of properties, in a narrow geographic area, or in a single property type, which increases the risk that such REIT could be unfavorably affected by the poor performance of a single investment or investment type.
These companies are also sensitive to factors such as changes in real estate values and property taxes, interest rates, cash flow of underlying real estate assets, supply and demand and the management skill and
creditworthiness of the issuer. Borrowers could default on or sell investments that a REIT holds, which could reduce the cash flow needed to make distributions to investors. In addition, REITs may also be affected by
tax and regulatory requirements impacting the REITs' ability to qualify for preferential tax treatments or exemptions.
REITs require specialized management and
pay management expenses. REITs also are subject to physical risks to real property, including weather, natural disasters, terrorist attacks, war, or other events that destroy real property. Foreign REITs and REIT-like
entities can also be subject to currency risk, emerging market risk, limited public information, illiquid trading and the impact of local laws.
REITs
include equity REITs and mortgage REITs. Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended.
Further, equity and mortgage REITs are dependent upon management skills and generally may not be diversified. Equity and mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers and
self-liquidations. In addition, equity and mortgage REITs could possibly fail to qualify for tax-free pass-through of income under applicable tax laws or to maintain their exemptions from registration under the
Investment Company Act of 1940, as amended. The above factors may also adversely affect a borrower's or a lessee's ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the
REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments. In addition, even many of the larger REITs in the industry tend
to be small to medium-sized companies in relation to the equity markets as a whole.
Effective for taxable years beginning after December 31, 2017, the recently enacted Tax Cuts and Jobs Act generally allows individuals and certain other non-corporate entities, such as partnerships, a deduction for
20% of qualified REIT dividends. However, the new law does not include any provision for a RIC to pass the character of its qualified REIT dividends through to its shareholders. As a result, an investor who invests
directly in REITs will be able to receive the benefit of that deduction, while a shareholder in the Fund will not.
Risk of Foreign Investing
Foreign
securities pose additional risks because foreign economic or political conditions may be less favorable than those of the United States. Securities in foreign markets may also be subject to taxation policies that
reduce returns for U.S. investors.
Foreign
companies may not provide information (including financial statements) as frequently or to as great an extent as companies in the United States. Foreign companies may also receive less coverage than U.S. companies by
market analysts and the financial press. In addition, foreign countries may lack uniform accounting, auditing and financial reporting standards or regulatory requirements comparable to those applicable to U.S.
companies. These factors may prevent the Fund and its Adviser from obtaining information concerning foreign companies that is as frequent, extensive and reliable as the information available concerning companies in
the United States.
Foreign
countries may have restrictions on foreign ownership of securities or may impose exchange controls, capital flow restrictions or repatriation restrictions which could adversely affect the liquidity of the Fund's
investments.
Risk of Investing In Depositary
Receipts and Domestically Traded Securities of Foreign Issuers
Because
the Fund may invest in ADRs and other domestically traded securities of foreign companies, whether in the United States or in foreign local markets, the Fund's Share price may be more affected by foreign economic and
political conditions, taxation policies and accounting and auditing standards than would otherwise be the case. Foreign companies may not provide information as frequently or to as great an extent as companies in the
United States. Foreign companies may also receive less coverage than U.S. companies by market analysts and the financial press. In addition, foreign companies may lack uniform accounting, auditing and financial
reporting standards or regulatory requirements comparable to those applicable to U.S. companies. These factors may prevent the Fund and its Adviser from obtaining information concerning foreign companies that is as
frequent, extensive and reliable as the information concerning companies in the United States.
Small-Cap Company Risk
The
Fund may invest in small capitalization (or “small-cap”) companies. Market capitalization is determined by multiplying the number of a company's outstanding shares by the current market price per share.
Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. Companies with smaller market capitalizations also
tend to have unproven track records, a limited product or service base and limited access to capital. Newer companies with unproven business strategies also tend to be smaller companies. The above factors increase
risks and make these companies more likely to fail than companies with larger market capitalizations, and could increase the volatility of the Fund's portfolio and performance. Shareholders should expect that the
value of the Fund's Shares will be more volatile than a fund that invests exclusively in mid-cap or large-cap companies.
Mid-Cap Company Risk
The
Fund may invest in mid-capitalization (or “mid-cap”) companies. Market capitalization is determined by multiplying the number of a company's outstanding shares by the current market price per share.
Mid-cap companies often have narrower markets and limited managerial and financial resources compared to larger, more established companies. The performance of mid-cap companies can be more volatile and they face
greater risk of business failure, compared to larger, more established companies, which could increase the volatility of the Fund's portfolio and performance. Shareholders should expect that the value of the Fund's
Shares will be more volatile than a fund that invests exclusively in large-cap companies.
Currency Risk
Exchange rates for currencies fluctuate daily. The combination of currency risk and market risks tends to make securities traded in foreign markets more volatile than securities traded exclusively in the United
States. The Adviser attempts to manage currency risk by limiting the amount the Fund invests in securities denominated in a particular currency. However, diversification will not protect the Fund against a general
increase in the value of the U.S. dollar relative to other currencies.
Investing in currencies or securities denominated in a foreign currency, entails risk of being exposed to a currency that may not fully reflect the strengths and weaknesses of the economy of the country or region
utilizing the currency. Currency risk includes both the risk that currencies in which the Fund's investments are traded, or currencies in which the Fund has taken an active investment position, will decline in value
relative to the U.S. dollar and, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged. In addition, it is possible that a currency (such as, for example,
the euro) could be abandoned in the future by countries that have already adopted its use, and the effects of such an abandonment on the applicable country and the rest of the countries utilizing the currency are
uncertain but could negatively affect the Fund's investments denominated in the currency. If a currency used by a country or countries is replaced by another currency, the Fund's Adviser would evaluate whether to
continue to hold any investments denominated in such currency, or whether to purchase investments denominated in the currency that replaces such currency, at the time. Such investments may continue to be held, or
purchased, to the extent consistent with the Fund's investment objective(s) and permitted under applicable law.
Many
countries rely heavily upon export-dependent businesses and any strength in the exchange rate between a currency and the U.S. dollar or other currencies can have either a positive or a negative effect upon corporate
profits and the performance of investments in the country or region utilizing the currency. Adverse economic events within such country or region may increase the volatility of exchange rates against other currencies,
subjecting the Fund's investments denominated in such country's or region's currency to additional risks. In addition, certain countries, particularly emerging market countries, may impose foreign currency exchange
controls or other restrictions on the transferability, repatriation or convertibility of currency.
Eurozone Related risk
A
number of countries in the European Union (EU) have experienced, and may continue to experience, severe economic and financial difficulties. Additional EU member countries may also fall subject to such difficulties.
These events could negatively affect the value and liquidity of the Fund's investments in euro-denominated securities and derivatives contracts, securities of issuers located in the EU or with significant exposure to
EU issuers or countries. If the euro is dissolved entirely, the legal and contractual consequences for holders of euro-denominated obligations and derivative contracts would be determined by laws in effect at such
time. Such investments may continue to be held, or purchased, to the extent consistent with the Fund's investment objective(s) and permitted under applicable law. These potential developments, or market perceptions
concerning these and related issues, could adversely affect the value of the Shares.
Certain
countries in the EU have had to accept assistance from supra-governmental agencies such as the International Monetary Fund, the European Stability Mechanism (the ESM) or other supra-governmental agencies. The European
Central Bank has also been intervening to purchase Eurozone debt in an attempt to stabilize markets and reduce borrowing costs. There can be no assurance that these agencies will continue to intervene or provide
further assistance and markets may react adversely to any expected reduction in the financial support provided by these agencies. Responses to the financial problems by European governments, central banks and others
including austerity measures and reforms, may not work, may result in social unrest and may limit future growth and economic recovery or have other unintended consequences.
In
addition, one or more countries may abandon the euro and/or withdraw from the EU. The impact of these actions, especially if they occur in a disorderly fashion, could be significant and far-reaching. In June 2016, the
United Kingdom (U.K.) approved a referendum to leave the EU, commonly referred to as “Brexit,” which sparked depreciation in the value of the British pound, short-term declines in global stock markets and
heightened risk of continued worldwide economic volatility. As a result of Brexit, there is considerable uncertainty as to the arrangements that will apply to the U.K.'s relationship with the EU and other countries
leading up to, and following, its withdrawal. This long-term uncertainty may affect other countries in the EU and elsewhere. Further, the U.K.'s departure from the EU may cause volatility within the
EU, triggering prolonged economic
downturns in certain European countries or sparking additional member states to contemplate departing the EU. In addition, Brexit can create actual or perceived additional economic stresses for the U.K., including
potential for decreased trade, capital outflows, devaluation of the British pound, wider corporate bond spreads due to uncertainty and possible declines in business and consumer spending as well as foreign direct
investment.
RISK OF INVESTING IN EMERGING
MARKET COUNTRIES
Securities issued or traded in emerging markets, including frontier markets, generally entail greater risks than securities issued or traded in developed markets. For example, the prices of such securities may be
significantly more volatile than prices of securities in developed countries. Emerging market economies may also experience more severe down-turns (with corresponding currency devaluations) than developed economies.
The economies of frontier market countries generally are smaller than those of traditional emerging market countries, and frontier capital markets and legal systems are typically less developed. As a result,
investments in frontier markets are subject to increased risks from extreme price volatility and illiquidity, government ownership of private enterprise or other protectionism, volatile currency movements, inadequate
investor protection, and fraud and corruption.
Emerging market countries may have relatively unstable governments and may present the risks of nationalization of businesses, expropriation, confiscatory taxation or, in certain instances, reversion to closed
market, centrally planned economies. These same risks exist and may be greater in frontier markets.
SECTOR RISK
Companies with similar characteristics may be grouped together in broad categories called sectors. Sector risk is the possibility that a certain sector may underperform other sectors or the market as a whole. As the
Adviser allocates more of the Fund's portfolio holdings to a particular sector, the Fund's performance will be more susceptible to any economic, business or other developments which generally affect that sector.
INVESTMENT STYLE RISK
Securities with different characteristics tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment. A fund may outperform or underperform other funds that employ
a different style. The Fund may employ a combination of styles that impact its risk characteristics, such as growth and value investing. Growth stocks may be more volatile than other stocks because they are more
sensitive to investor perceptions of the issuing company's growth of earnings potential. Growth-oriented funds will typically underperform when value investing is in favor. Value stocks are those which are out of
favor or undervalued in comparison to their peers due to adverse business developments or other factors. Value-oriented funds will typically underperform when growth investing is in favor.
Liquidity Risk
Trading
opportunities are more limited for equity securities that are not widely held. This may make it more difficult to sell or buy a security at a favorable price or time. Consequently, the Fund may have to accept a lower
price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Fund's performance. Infrequent trading of securities may also lead
to an increase in their price volatility.
Liquidity risk also refers to the possibility that the Fund may not be able to sell a security or close out a derivative contract when it wants to. If this happens, the Fund will be required to continue to hold the
security or keep the position open, and the Fund could incur losses.
OTC
derivative contracts generally carry greater liquidity risk than exchange-traded contracts. This risk may be increased in times of financial stress, if the trading market for OTC derivative contracts becomes
restricted.
CUSTODIAL SERVICES AND RELATED
INVESTMENT COSTS
Custodial services and other costs relating to investment in international securities markets generally are more expensive than in the United States. Such markets have settlement and clearance procedures that differ
from those in the United States. In certain markets, there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions.
The inability of the Fund to make intended securities purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Inability to dispose of a portfolio security caused by
settlement problems could result in losses to the Fund due to a subsequent decline in value of the portfolio security. In addition, security settlement and clearance procedures in some emerging market countries may
not fully protect the Fund against loss of its assets.
Exchange-Traded Funds Risk
An
investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies. The
price of an ETF can fluctuate up or down, and the Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not
apply to conventional funds: (i) the market price of an ETF's shares may trade above or below their net asset value; (ii) an active trading market for an ETF's shares may not develop or be maintained; or (iii) trading
of an ETF's shares may be halted if the listing exchange's officials deem such action appropriate, the shares are delisted from the exchange or the activation of market-wide “circuit breakers” (which are
tied to large decreases in stock prices) halts stock trading generally.
Risk of
Investing in Derivative Contracts
The
Fund's exposure to derivative contracts (either directly or through its investment in another investment company) involves risks different from, or possibly greater than, the risks associated with investing directly
in securities and other traditional investments. First, changes in the value of the derivative contracts in which the Fund invests may not be correlated with changes in the value of the underlying Reference
Instruments or, if they are correlated, may move in the opposite direction than originally anticipated. Second, while some strategies involving derivatives may reduce the risk of loss, they may also reduce potential
gains or, in some cases, result in losses by offsetting favorable price movements in portfolio holdings. Third, there is a risk that derivative contracts may be erroneously priced or improperly valued and, as a
result, the Fund may need to make increased cash payments to the counterparty. Fourth, exposure to derivative contracts may have tax consequences to the Fund and its shareholders. For example, derivative contracts may
cause the Fund to realize increased ordinary income or short-term capital gains (which are treated as ordinary income for Federal income tax purposes) and, as a result, may increase taxable distributions to
shareholders. In addition, under certain circumstances certain derivative contracts may cause the Fund to: (a) incur an excise tax on a portion of the income related to those contracts; and/or (b) reclassify, as a
return of capital, some or all of the distributions previously made to shareholders during the fiscal year as dividend income. Fifth, a common provision in OTC derivative contracts permits the counterparty to
terminate any such contract between it and the Fund, if the value of the Fund's total net assets declines below a specified level over a given time period. Factors that may contribute to such a decline (which usually
must be substantial) include significant shareholder redemptions and/or a marked decrease in the market value of the Fund's investments. Any such termination of the Fund's OTC derivative contracts may adversely affect
the Fund (for example, by increasing losses and/or costs, and/or preventing the Fund from fully implementing its investment strategies). Sixth, the Fund may use a derivative contract to benefit from a decline in the
value of a Reference Instrument. If the value of the Reference Instrument declines during the term of the contract, the Fund makes a profit on the difference (less any payments the Fund is required to pay under the
terms of the contract). Any such strategy involves risk. There is no assurance that the Reference Instrument will decline in value during the term of the contract and make a profit for the Fund. The Reference
Instrument may instead appreciate in value creating a loss for the Fund. Seventh, a default or failure by a CCP or an FCM (also sometimes called a “futures broker”), or the failure of a contract to be
transferred from an Executing Dealer to the FCM for clearing, may expose the Fund to losses, increase its costs, or prevent the Fund from entering or exiting derivative positions, accessing margin, or fully
implementing its investment strategies. The central clearing of a derivative and trading of a contract over a SEF could reduce the liquidity in, or increase costs of entering into or holding, any contracts. Finally,
derivative contracts may also involve other risks described in this Prospectus, such as stock market, credit, currency and liquidity risks.
Counterparty Credit Risk
Credit
risk includes the possibility that a party to a transaction (such as a derivative transaction) involving the Fund will fail to meet its obligations. This could cause the Fund to lose money or to lose the benefit of
the transaction or prevent the Fund from selling or buying other securities to implement its investment strategy.
RISK RELATED TO THE ECONOMY
The
value of the Fund's portfolio may decline in tandem with a drop in the overall value of the markets in which the Fund invests and/or other markets based on negative developments in the U.S. and global economies.
Economic, political and financial conditions, or industry or economic trends and developments, may, from time to time, and for varying periods of time, cause volatility, illiquidity or other potentially adverse
effects in the financial markets, including the fixed-income market. The commencement, continuation or ending of government policies and economic stimulus programs, changes in monetary policy, increases or decreases
in interest rates, or other factors or events that affect the financial markets, including the fixed-income markets, may contribute to the development of or increase in volatility, illiquidity, shareholder redemptions
and other adverse effects which could negatively impact the Fund's performance. For example, the value of certain portfolio securities may rise or fall in response to changes in interest rates, which could result from
a change in government policies,
and has the potential to cause investors
to move out of certain portfolio securities, including fixed-income securities, on a large scale. This may increase redemptions from funds that hold large amounts of certain securities and may result in decreased
liquidity and increased volatility in the financial markets. Market factors, such as the demand for particular portfolio securities, may cause the price of certain portfolio securities to fall while the prices of
other securities rise or remain unchanged.
Technology Risk
The
Adviser uses various technologies in managing the Fund, consistent with its investment objective(s) and strategy described in this Prospectus. For example, proprietary and third-party data and systems are utilized to
support decision-making for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar circumstances may impair the performance of these systems, which may negatively
affect Fund performance.
What Do Shares Cost?
CALCULATION OF NET ASSET
VALUE
When
the Fund receives your transaction request in proper form (as described in this Prospectus under the sections entitled “How to Purchase Shares” and “How to Redeem and Exchange Shares”), it is
processed at the next calculated net asset value of a Share (NAV) plus any applicable front-end sales charge (“public offering price”). A Share's NAV is determined as of the end of regular trading on the
New York Stock Exchange (NYSE) (normally 4:00 p.m. Eastern time), each day the NYSE is open. The Fund calculates the NAV of each class by valuing the assets allocated to the Share's class, subtracting the liabilities
allocated to each class and dividing the balance by the number of Shares of the class outstanding. The NAV for each class of Shares may differ due to the level of expenses allocated to each class as well as a result
of the variance between the amount of accrued investment income and capital gains or losses allocated to each class and the amount actually distributed to shareholders of each class. The Fund's current NAV and/or
public offering price may be found at FederatedInvestors.com, via online news sources and in certain newspapers.
You
can purchase, redeem or exchange Shares any day the NYSE is open.
When
the Fund holds securities that trade principally in foreign markets on days the NYSE is closed, the value of the Fund's assets may change on days you cannot purchase or redeem Shares. This may also occur when the U.S.
markets for fixed-income securities are open on a day the NYSE is closed.
In
calculating its NAV, the Fund generally values investments as follows:
■
|
Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.
|
■
|
Derivative contracts listed on exchanges are valued at their reported settlement or closing price, except that options are valued at the mean of closing bid and asked quotations.
|
■
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Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Board.
|
If any
price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, if the Fund cannot obtain price evaluations from a pricing service or from more than one dealer for an
investment within a reasonable period of time as set forth in the Fund's valuation policies and procedures, or if information furnished by a pricing service, in the opinion of the Valuation Committee, is deemed not
representative of the fair value of such security, the Fund uses the fair value of the investment determined in accordance with the procedures generally described below. There can be no assurance that the Fund could
obtain the fair value assigned to an investment if it sold the investment at approximately the time at which the Fund determines its NAV per share.
Shares
of other mutual funds are valued based upon their reported NAVs. The prospectuses for these mutual funds explain the circumstances under which they will use fair value pricing and the effects of using fair value
pricing.
Fair Valuation and Significant
Events Procedures
The
Board has ultimate responsibility for determining the fair value of investments for which market quotations are not readily available. The Board has appointed a Valuation Committee comprised of officers of the Fund,
the Adviser and certain of the Adviser's affiliated companies to assist in determining fair value and in overseeing the calculation of the NAV. The Board has also authorized the use of pricing services recommended by
the Valuation Committee to provide fair value evaluations of the current value of certain investments for purposes of calculating the NAV. In the event that market quotations and price evaluations are not available
for an investment, the Valuation Committee determines the fair value of the investment in accordance with procedures adopted by the Board. The Board periodically reviews and approves the fair valuations made by the
Valuation Committee and any changes made to the procedures. The Fund's SAI discusses the methods used by pricing services and the Valuation Committee to assist the Board in valuing investments.
Using
fair value to price investments may result in a value that is different from an investment's most recent closing price and from the prices used by other mutual funds to calculate their NAVs. The application of the
fair value procedures to an investment represent a good faith determination of such investment's fair value. There can be no assurance that the Fund could obtain the fair value assigned to an investment if it sold the
investment at approximately the time at which the Fund determines its NAV per share.
The
Board also has adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as
of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment's
value will change in response to the event and a reasonable basis for quantifying the resulting change in value.
Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:
■
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With respect to securities traded principally in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures contracts;
|
■
|
Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
|
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Announcements concerning matters such as acquisitions, recapitalizations or litigation developments or a natural disaster affecting the issuer's operations or regulatory changes or
market developments affecting the issuer's industry.
|
The
Board has adopted procedures whereby the Valuation Committee uses a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has
been a significant trend in the U.S. equity markets or in index futures trading. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources.
If a reliable alternative pricing source is not available, the Valuation Committee will determine the fair value of the investment using another method approved by the Board. The Board has ultimate responsibility for
any fair valuations made in response to a significant event.
The
fair valuation of securities following a significant event can serve to reduce arbitrage opportunities for short-term traders to profit at the expense of long-term investors in the Fund. For example, such arbitrage
opportunities may exist when the market on which portfolio securities are traded closes before the Fund calculates its NAV, which is typically the case with Asian and European markets. However, there is no assurance
that these significant event procedures will prevent dilution of the NAV by short-term traders. See “Account and Share Information
–
Frequent Trading Policies” for other procedures the Fund employs to deter such short-term trading.
COMMISSIONS ON CERTAIN SHARES
The
Fund does not charge any front-end load, deferred sales charge or other asset-based fee for sales or distribution of IS Shares. However, if you purchase IS Shares through a broker acting solely as an agent on behalf
of its customers, you may be required to pay a commission to the broker in an amount determined and separately disclosed to you by the broker.
Because
the Fund is not a party to any such commission arrangement between you and your broker, any purchases and redemptions of IS Shares will be made at the applicable net asset value (before imposition of the sales
commission). Any such commissions charged by a broker are not reflected in the fees and expenses listed in the “Risk/Return Summary: Fees and Expenses” section of the Fund's Prospectus and described above
nor are they reflected in the “Performance: Bar Chart and Table,” because they are not charged by the Fund.
Shares
of the Fund are available in other share classes that have different fees and expenses.
How is the Fund Sold?
The
Fund has established the following Share classes: Class A Shares (A), Class C Shares (C), Institutional Shares (IS) and Class R6 Shares (R6), each representing interests in a single portfolio of securities. This
Prospectus relates to the Institutional Shares. All Share classes have different sales charges and other expenses expenses which affect their performance. As of the date of this Prospectus, only the IS Class is being
offered. Class A Shares, Class C Shares and Class R6 Shares are not currently offered for sale. Please note that certain purchase restrictions may apply. Contact your financial intermediary or call 1-800-341-7400 for
more information concerning the other classes.
Under
the Distributor's Contract with the Fund, the Distributor, Federated Securities Corp., offers Shares on a continuous, best-efforts basis. The Distributor is a subsidiary of Federated Investors, Inc.
(“Federated”).
The
Fund's Distributor markets the IS class to Eligible Investors, as described below. In connection with a request to purchase the IS class, you should provide documentation sufficient to verify your status as an
Eligible Investor. As a general matter, the IS class is not available for direct investment by natural persons.
The
following categories of Eligible Investors are not subject to any minimum initial investment amount for the purchase of the IS class (however, such accounts remain subject to the Fund's policy on “Accounts with
Low Balances” as discussed later in this Prospectus):
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An investor participating in a no-load platform, network or other fee-based program offered by a financial intermediary, for example, a wrap-account or retirement platform, where Federated has entered
into an agreement with the intermediary;
|
■
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A trustee/director, employee or former employee of the Fund, the Adviser, the Distributor and their affiliates; an immediate family member of these individuals or a trust, pension or profit-sharing plan
for these individuals;
|
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|
An employer-sponsored retirement plan;
|
■
|
A trust institution investing on behalf of its trust customers;
|
■
|
A Federated Fund;
|
■
|
An investor (including a natural person) who acquired the IS class of a Federated fund pursuant to the terms of an agreement and plan of reorganization which permits the investor to acquire such shares;
and
|
■
|
In connection with an acquisition of an investment management or advisory business, or related investment services, products or assets, by Federated or its investment advisory
subsidiaries, an investor (including a natural person) who: (1) becomes a client of an investment advisory subsidiary of Federated; or (2) is a shareholder or interest holder of a pooled investment vehicle or product
that becomes advised or subadvised by a Federated investment advisory subsidiary as a result of such an acquisition other than as a result of a fund reorganization transaction pursuant to an agreement and plan of
reorganization.
|
The
following categories of Eligible Investors are subject to applicable minimum initial investment amounts for the purchase of the IS class (see “How to Purchase Shares” below):
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|
An investor, other than a natural person, purchasing the IS class directly from the Fund; and
|
■
|
In connection with an initial purchase of the IS class through an exchange, an investor (including a natural person) who owned the IS class of another Federated fund as of December
31, 2008.
|
Intra-Fund Share Conversion
Program
A
shareholder in the Fund's Shares may convert their Shares at net asset value to any other share class of the Fund if the shareholder meets the investment minimum and eligibility requirements for the share class into
which the conversion is sought, as applicable. The share conversion program is not applicable to the Fund's Class A Shares and Class C Shares subject to a contingent deferred sales charge, if applicable. For Class C
Shares purchased through a financial intermediary after June 30, 2017, such shares may only be converted to another share class of the same Fund if: (i) the shares are no longer subject to a CDSC or the financial
intermediary agrees to reimburse the Fund's distributor the CDSC otherwise payable upon the sale of such shares; (ii) the shareholder meets the investment minimum and eligibility requirements for the share class into
which the conversion is sought, as applicable; and (iii) (a) the conversion is made to facilitate the shareholder's participation in a self-directed brokerage (non-advice) account or a fee-based advisory program
offered by the intermediary; or (b) the conversion is part of a multiple-client transaction through a particular financial intermediary as pre-approved by the Fund's Administrator. Such conversion of classes should
not result in a realization event for tax purposes. Contact your financial intermediary or call 1-800-341-7400 to convert your Shares.
As of the
date of this Prospectus, Class A Shares, Class C Shares and Class R6 Shares of the Fund are not being offered.
Payments to Financial
Intermediaries
The
Fund and its affiliated service providers may pay fees as described below to financial intermediaries (such as broker-dealers, banks, investment advisers or third-party administrators) whose customers are shareholders
of the Fund.
service fees
The
Fund may pay Service Fees of up to 0.25% of average net assets to financial intermediaries or to Federated Shareholder Services Company (FSSC), a subsidiary of Federated, for providing services to shareholders and
maintaining shareholder accounts. Intermediaries that receive Service Fees may include a company affiliated with management of Federated. If a financial intermediary receives Service Fees on an account, it is not
eligible to also receive Account Administration Fees on that same account.
The IS
Class of the Fund has no present intention of paying, accruing or incurring any such Service Fees until such time as approved by the Fund's Board of Trustees.
ACCOUNT ADMINISTRATION FEES
The
Fund may pay Account Administration Fees of up to 0.25% of average net assets to banks that are not registered as broker-dealers or investment advisers for providing administrative services to the Fund and its
shareholders. If a financial intermediary receives Account Administration Fees on an account, it is not eligible to also receive Service Fees or Recordkeeping Fees on that same account.
The IS
Class of the Fund has no present intention of paying, accruing or incurring any such Account Administration Fees until such time as approved by the Fund's Board of Trustees.
RECORDKEEPING FEES
The
Fund may pay Recordkeeping Fees on an average-net-assets basis or on a per-account-per-year basis to financial intermediaries for providing recordkeeping services to the Fund and its shareholders. If a financial
intermediary receives Recordkeeping Fees on an account, it is not eligible to also receive Account Administration Fees or Networking Fees on that same account.
networking fees
The
Fund may reimburse Networking Fees on a per-account-per-year basis to financial intermediaries for providing administrative services to the Fund and its shareholders on certain non-omnibus accounts. If a financial
intermediary receives Networking Fees on an account, it is not eligible to also receive Recordkeeping Fees on that same account.
ADDITIONAL PAYMENTS TO FINANCIAL
INTERMEDIARIES
The
Distributor may pay out of its own resources amounts to certain financial intermediaries, including broker-dealers, banks, registered investment advisers, independent financial planners and retirement plan
administrators, that support the sale of Shares or provide services to Fund shareholders. The amounts of these payments could be significant, and may create an incentive for the financial intermediary or its employees
or associated persons to recommend or sell Shares of the Fund to you. Not all financial intermediaries receive such payments, and the amount of compensation may vary by intermediary. In some cases, such payments may
be made by or funded from the resources of companies affiliated with the Distributor (including the Adviser). These payments are not reflected in the fees and expenses listed in the fee table section of the Fund's
Prospectus and described above because they are not paid by the Fund.
These
payments are negotiated and may be based on such factors as: the number or value of Shares that the financial intermediary sells or may sell; the value of client assets invested; the level and types of services or
support furnished by the financial intermediary; or the Fund's and/or other Federated funds' relationship with the financial intermediary. These payments may be in addition to payments, as described above, made by the
Fund to the financial intermediary. In connection with these payments, the financial intermediary may elevate the prominence or profile of the Fund and/or other Federated funds, within the financial intermediary's
organization by, for example, placement on a list of preferred or recommended funds and/or granting the Distributor preferential or enhanced opportunities to promote the funds in various ways within the financial
intermediary's organization. In addition, as discussed above in “Commissions on Certain Shares,” if you purchase IS Shares through a broker acting as an agent on behalf of its customers, you may be
required to pay a commission to the broker in an amount determined and separately disclosed to you by the broker. You can ask your financial intermediary for information about any payments it receives from the
Distributor or the Fund and any services provided, as well as about fees and/or commissions it charges.
How to Purchase
Shares
You may
purchase Shares of the Fund any day the NYSE is open. Shares will be purchased at the NAV next calculated after your investment is received by the Fund, or its agent, in proper form. The Fund reserves the right to
reject any request to purchase or exchange Shares. New investors must submit a completed New Account Form. All accounts, including those for which there is no minimum initial investment amount required, are subject to
the Fund's policy on “Accounts with Low Balances” as discussed later in this Prospectus.
IS Class
Eligible investors may purchase Shares through a financial intermediary, directly from the Fund or through an exchange from another Federated fund in the manner described above under “How is the Fund
Sold?”
Where
applicable, the required minimum initial investment for the IS class is generally $1,000,000. There is no minimum subsequent investment amount.
For
important account information, see the section “Security and Privacy Protection.”
THROUGH A FINANCIAL
INTERMEDIARY
■
|
Establish an account with the financial intermediary; and
|
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|
Submit your purchase order to the financial intermediary before the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time).
|
The
Fund has authorized certain intermediaries to accept Share purchase orders on its behalf. When authorized intermediaries receive an order in proper form, the order is considered as being placed with the Fund, and
Shares will be bought at the NAV next calculated after such an order is received by the authorized intermediary. If your financial intermediary is not an authorized intermediary, the Fund or its agent must receive the
purchase order in proper form from your financial intermediary by the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time) in order for your transaction to be priced at that day's NAV. In addition,
your financial intermediary must forward your payment by the prescribed trade settlement date (typically within one to three business days) to the Fund's transfer agent, State Street Bank and Trust Company
(“Transfer Agent”). You will become the owner of Shares and receive dividends when your payment is received in accordance with these time frames (provided that, if payment is received in the form of a
check, the check clears). If your payment is not received in accordance with these time frames, or a check does not clear, your purchase will be canceled and you could be liable for any losses, fees or expenses
incurred by the Fund or the Fund's Transfer Agent.
Financial intermediaries should send payments according to the instructions in the sections “By Wire” or “By Check.”
Financial intermediaries may impose higher or lower minimum investment requirements on their customers than those imposed by the Fund. Keep in mind that financial intermediaries may charge you fees for their
services in connection with your Share transactions.
Shareholders are encouraged to ask their financial intermediary if they are an authorized agent for the Fund and about any fees that may be charged by the financial intermediary.
DIRECTLY FROM THE FUND
■
|
Establish your account with the Fund by submitting a completed New Account Form; and
|
■
|
Send your payment to the Fund by Federal Reserve wire or check.
|
You
will become the owner of Shares and your Shares will be priced at the next calculated NAV after the Fund receives your wire or your check. If your check does not clear, your purchase will be canceled and you could be
liable for any losses or fees incurred by the Fund or the Fund's Transfer Agent.
By Wire
To
facilitate processing your order, please call the Fund before sending the wire. Send your wire to:
State
Street Bank and Trust Company
Boston, MA
Dollar Amount of Wire
ABA Number 011000028
BNF: 23026552
Attention: Federated EDGEWIRE
Wire Order Number, Dealer Number or Group Number
Nominee/Institution Name
Fund Name and Number and Account Number
You
cannot purchase Shares by wire on holidays when wire transfers are restricted.
By Check
Make
your check payable to
The Federated Funds
, note your account number on the check, and send it to:
The Federated Funds
P.O. Box 219318
Kansas City, MO 64121-9318
If you
send your check by a
private courier or overnight delivery service
that requires a street address, send it to:
The Federated Funds
430 W 7
th
Street
Suite 219318
Kansas City, MO 64105-1407
Payment
should be made in U.S. dollars and drawn on a U.S. bank. The Fund reserves the right to reject
any
purchase request. For example, to protect against check fraud the Fund may reject any purchase request involving a check that is not made payable to
The Federated Funds
(including, but not limited to, requests to purchase Shares using third-party checks) or involving temporary checks or credit card checks.
By Direct Deposit
You may
establish Payroll Deduction/Direct Deposit arrangements for investments into the Fund by either calling a Client Service Representative at 1-800-341-7400; or by completing the Payroll Deduction/Direct Deposit Form,
which is available on FederatedInvestors.com under Customer Service/Find a Form. You will receive a confirmation when this service is available.
THROUGH AN EXCHANGE
You
may purchase Fund Shares through an exchange from another Federated fund. To do this you must:
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meet any applicable shareholder eligibility requirements;
|
■
|
ensure that the account registrations are identical;
|
■
|
meet any applicable minimum initial investment requirements; and
|
■
|
receive a prospectus for the fund into which you wish to exchange.
|
An
exchange is treated as a redemption and a subsequent purchase, and is a taxable transaction. The Fund reserves the right to reject any request to purchase or exchange Shares. The Fund may modify or terminate the
exchange privilege at any time.
You may purchase Shares through an exchange from any Federated fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated
Institutional Money Market Management, Federated Institutional Tax-Free Cash Trust, Federated Institutional Prime Obligations Fund, Federated Institutional Prime Value Obligations Fund, Class A Shares of Federated
Government Reserves Fund and Class R Shares of any Fund.
By Online Account Services
You may
access your accounts online to purchase shares through Federated's Shareholder Account Access system once you have registered for access. Online transactions may be subject to certain limitations including limitations
as to the amount of the transaction. For more information about the services available through Shareholder Account Access, please visit www.FederatedInvestors.com and select “My Investments,” or call (800)
245-4770 to speak with a Client Service Representative.
BY SYSTEMATIC INVESTMENT PROGRAM
(SIP)
Once
you have opened an account, you may automatically purchase additional Shares on a regular basis by completing the SIP section of the New Account Form or by contacting the Fund or your financial intermediary. The
minimum investment amount for SIPs is $50.
BY AUTOMATED CLEARING HOUSE
(ACH)
Once
you have opened an account, you may purchase additional Shares through a depository institution that is an ACH member. This purchase option can be established by completing the appropriate sections of the New Account
Form.
How to Redeem and
Exchange Shares
You
should redeem or exchange Shares:
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|
through a financial intermediary if you purchased Shares through a financial intermediary; or
|
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|
directly from the Fund if you purchased Shares directly from the Fund.
|
Shares
of the Fund may be redeemed for cash, or exchanged for shares of other Federated funds as described herein, on days on which the Fund computes its NAV. Redemption requests may be made by telephone or in writing.
Redemption proceeds normally are wired or mailed within one business day for each method of payment after receiving a timely request in proper form. Depending upon the method of payment, when shareholders receive
redemption proceeds can differ. Payment may be delayed for up to seven days under certain circumstances (see “Limitations on Redemption Proceeds”).
For
important account information, see the section “Security and Privacy Protection.”
THROUGH A FINANCIAL
INTERMEDIARY
Submit
your redemption or exchange request to your financial intermediary by the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time). The redemption amount you will receive is based upon the next calculated
NAV after the Fund receives the order from your financial intermediary.
DIRECTLY FROM THE FUND
By Telephone
You
may redeem or exchange Shares by simply calling the Fund at 1-800-341-7400.
If you
call before the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time), you will receive a redemption amount based on that day's NAV.
By Mail
You
may redeem or exchange Shares by sending a written request to the Fund.
You
will receive a redemption amount based on the next calculated NAV after the Fund receives your written request in proper form.
Send
requests by mail to:
The Federated Funds
P.O. Box 219318
Kansas City, MO 64121-9318
Send
requests by
private courier or overnight delivery service
to:
The Federated Funds
430 W 7
th
Street
Suite 219318
Kansas City, MO 64105-1407
All
requests must include:
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|
Fund name and Share class, account number and account registration;
|
■
|
amount to be redeemed or exchanged;
|
■
|
signatures of all shareholders exactly as registered; and
|
■
|
if exchanging
, the Fund name and Share class, account number and account registration into which you are exchanging.
|
Call
your financial intermediary or the Fund if you need special instructions.
Signature Guarantees
Signatures must be guaranteed by a financial institution which is a participant in a Medallion signature guarantee program if:
■
|
your redemption will be sent to an address other than the address of record;
|
■
|
your redemption will be sent to an address of record that was changed within the last 30 days;
|
■
|
a redemption is payable to someone other than the shareholder(s) of record; or
|
■
|
transferring into another fund with a different shareholder registration.
|
A
Medallion signature guarantee is designed to protect your account from fraud. Obtain a Medallion signature guarantee from a bank or trust company, savings association, credit union or broker, dealer or securities
exchange member.
A notary
public cannot provide a signature guarantee.
By Online Account Services
You may
access your accounts online to redeem or exchange shares through Federated's Shareholder Account Access system once you have registered for access. Online transactions may be subject to certain limitations including
limitations as to the amount of the transaction. For more information about the services available through Shareholder Account Access, please visit www.FederatedInvestors.com and select “My Investments,”
or call (800) 245-4770 to speak with a Client Service Representative.
PAYMENT METHODS FOR
REDEMPTIONS
Your
redemption proceeds will be mailed by check to your address of record. The following payment options are available if you complete the appropriate section of the New Account Form or an Account Service Options Form.
These payment options require a signature guarantee if they were not established when the account was opened:
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|
An electronic transfer to your account at a financial institution that is an ACH member; or
|
■
|
Wire payment to your account at a domestic commercial bank that is a Federal Reserve System member.
|
Methods the Fund May Use to Meet
Redemption Requests
The
Fund intends to pay Share redemptions in cash. To ensure that the Fund has cash to meet Share redemptions on any day, the Fund typically expects to hold a cash or cash equivalent reserve or sell portfolio
securities.
In
unusual or stressed circumstances, the Fund may generate cash in the following ways:
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|
Inter-fund Borrowing and Lending.
The SEC has granted an exemption that permits the Fund and all other funds advised by subsidiaries of Federated Investors, Inc. (“Federated funds”) to lend and borrow money for
certain temporary purposes directly to and from other Federated funds. Inter-fund borrowing and lending is permitted only: (a) to meet shareholder redemption requests; (b) to meet commitments arising from
“failed” trades; and (c) for other temporary purposes. All inter-fund loans must be repaid in seven days or less.
|
■
|
Committed Line of Credit.
The Fund's Board has approved, at a future time deemed appropriate by Federated, the Fund's participation with certain other Federated Funds, on a joint basis, in an up to $500,000,000
unsecured, 364-day, committed, revolving line of credit (LOC) agreement. The LOC was made available to finance temporarily the repurchase or redemption of shares of the funds, failed trades, payment of dividends,
settlement of trades and for other short-term, temporary or emergency general business purposes. The Fund cannot borrow under the LOC if an inter-fund loan is outstanding. The Fund does not currently participate in
the LOC.
|
■
|
Redemption in Kind.
Although the Fund intends to pay Share redemptions in cash, it reserves the right to pay the redemption price in whole or in part by an “in-kind” distribution of the Fund's
portfolio securities. Because the Fund has elected to be governed by Rule 18f-1 under the 1940 Act, the Fund is obligated to pay Share redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1%
of the net assets represented by such Share class during any 90-day period. Redemptions in kind are made consistent with the procedures adopted by the Fund's Board, which generally include distributions of a pro rata
share of the Fund's portfolio assets. Redemption in kind is not as liquid as a cash redemption. If redemption is made in kind, securities received may be subject to market risk and the shareholder could incur taxable
gains and brokerage or other charges in converting the securities to cash.
|
LIMITATIONS ON REDEMPTION
PROCEEDS
Redemption proceeds normally are wired or mailed within one business day after receiving a request in proper form. Payment may be delayed for up to seven days:
■
|
to allow your purchase to clear (as discussed below);
|
■
|
during periods of market volatility;
|
■
|
when a shareholder's trade activity or amount adversely impacts the Fund's ability to manage its assets; or
|
■
|
during any period when the Federal Reserve wire or applicable Federal Reserve banks are closed, other than customary weekend and holiday closings.
|
If you
request a redemption of Shares recently purchased by check (including a cashier's check or certified check), money order, bank draft or ACH, your redemption proceeds may not be made available for up to seven calendar
days to allow the Fund to collect payment on the instrument used to purchase such Shares. If the purchase instrument does not clear, your purchase order will be canceled and you will be responsible for any losses
incurred by the Fund as a result of your canceled order.
In
addition, the right of redemption may be suspended, or the payment of proceeds may be delayed (including beyond seven days), during any period:
■
|
when the NYSE is closed, other than customary weekend and holiday closings;
|
■
|
when trading on the NYSE is restricted, as determined by the SEC;
|
■
|
in which an emergency exists, as determined by the SEC, so that disposal of the Fund's investments or determination of its NAV is not reasonably practicable; or
|
■
|
as the SEC may by order permit for the protection of Fund shareholders.
|
You
will not accrue interest or dividends on uncashed redemption checks from the Fund when checks are undeliverable and returned to the Fund.
EXCHANGE PRIVILEGE
You
may exchange Shares of the Fund. To do this, you must:
■
|
meet any applicable shareholder eligibility requirements;
|
■
|
ensure that the account registrations are identical;
|
■
|
meet any applicable minimum initial investment requirements; and
|
■
|
receive a prospectus for the fund into which you wish to exchange.
|
An
exchange is treated as a redemption and a subsequent purchase, and is a taxable transaction. The Fund reserves the right to reject any request to purchase or exchange Shares. The Fund may modify or terminate the
exchange privilege at any time.
In
addition, the Fund may terminate your exchange privilege if your exchange activity is found to be excessive under the Fund's frequent trading policies. See “Account and Share Information
–
Frequent Trading Policies.”
You may exchange Shares of the Fund for shares of any Federated fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated
Institutional Money Market Management, Federated Institutional Tax-Free Cash Trust, Federated Institutional Prime Obligations Fund, Federated Institutional Prime Value Obligations Fund, Class A Shares of Federated
Government Reserves Fund and Class R Shares of any Fund.
Systematic Withdrawal/Exchange
Program
You may
automatically redeem or exchange Shares. The minimum amount for all new or revised systematic redemptions or exchanges of Shares is $50 per transaction per fund. Complete the appropriate section of the New Account
Form or an Account Service Options Form or contact your financial intermediary or the Fund. Your account value must meet the minimum initial investment amount at the time the program is established. This program may
reduce, and eventually deplete, your account. Payments should not be considered yield or income.
ADDITIONAL CONDITIONS
Telephone Transactions
The
Fund will record your telephone instructions. If the Fund does not follow reasonable procedures, it may be liable for losses due to unauthorized or fraudulent telephone instructions.
Share Certificates
The
Fund does not issue share certificates.
Security and Privacy
Protection
ONLINE ACCOUNT and TELEPHONE
ACCESS SECURITY
Federated Investors, Inc. will not be responsible for losses that result from unauthorized transactions, unless Federated does not follow procedures designed to verify your identity. When initiating a transaction by
telephone or online, shareholders should be aware that any person with access to your account and other personal information including PINs (Personal Identification Numbers) may be able to submit instructions by
telephone or online. Shareholders are responsible for protecting their identity by using strong usernames and complex passwords which utilize combinations of mixed case letters, numbers and symbols, and change
passwords and PINs frequently.
Using
Federated's Account Access website means you are consenting to sending and receiving personal financial information over the Internet, so you should be sure you are comfortable with the risks. You will be required to
accept the terms of an online agreement and to establish and utilize a password in order to access online account services. The Transfer Agent has adopted security procedures to confirm that internet instructions are
genuine. The Transfer Agent will also send you written confirmation of share transactions. The Transfer Agent, the Fund and any of its affiliates will not be liable for losses or expenses that occur from fraudulent
Internet instructions reasonably believed to be genuine.
The
Transfer Agent or the Fund will employ reasonable procedures to confirm that telephone transaction requests are genuine, which may include recording calls, asking the caller to provide certain personal identification
information, sending you written confirmation, or requiring other confirmation security procedures. The Transfer Agent, the Fund and any of its affiliates will not be liable for relying on instructions submitted by
telephone that the Fund reasonably believes to be genuine.
ANTI-MONEY LAUNDERING
COMPLIANCE
To help
the government fight the funding of terrorism and money laundering activities, federal law requires financial institutions to obtain, verify, and record information that identifies each new customer who opens a Fund
account and to determine whether such person's name appears on governmental lists of known or suspected terrorists or terrorist organizations. Pursuant to the requirements under the USA PATRIOT Act, the information
obtained will be used for compliance with the USA PATRIOT Act or other applicable laws, regulations and rules in connection with money laundering, terrorism or other illicit activities.
Information required includes your name, residential or business address, date of birth (for an individual), and other information that identifies you, including your social security number, tax identification
number or other identifying number. The Fund cannot waive these requirements. The Fund is required by law to reject your Account Application if the required information is not provided. If, after reasonable effort,
the Fund is unable to verify your identity or that of any other person(s) authorized to act on your behalf, or believes it has identified potentially suspicious, fraudulent or criminal activity, the Fund reserves the
right to close your account and redeem your shares at the next calculated NAV without your permission. Any applicable contingent deferred sales charge (CDSC) will be assessed upon redemption of your shares.
The
Fund has a strict policy designed to protect the privacy of your personal information. A copy of Federated Investors' privacy policy notice was given to you at the time you opened your account. The Fund sends a copy
of the privacy notice to you annually. You may also obtain the privacy notice by calling the Fund, or through Federated Investors' website.
Account and Share
Information
CONFIRMATIONS AND ACCOUNT
STATEMENTS
You
will receive confirmation of purchases, redemptions and exchanges (except for systematic transactions). In addition, you will receive periodic statements reporting all account activity, including systematic
transactions, dividends and capital gains paid.
DIVIDENDS AND CAPITAL GAINS
The
Fund declares and pays any dividends annually to shareholders. Dividends are paid to all shareholders invested in the Fund on the record date. The record date is the date on which a shareholder must officially own
Shares in order to earn a dividend.
In
addition, the Fund pays any capital gains at least annually and may make such special distributions of dividends and capital gains as may be necessary to meet applicable regulatory requirements. Your dividends and
capital gains distributions will be automatically reinvested in additional Shares without a sales charge, unless you elect cash payments. Dividends may also be reinvested without sales charges in shares of any class
of any other Federated fund of which you are already a shareholder.
If you
purchase Shares just before the record date for a dividend or capital gain distribution, you will pay the full price for the Shares and then receive a portion of the price back in the form of a taxable distribution,
whether or not you reinvest the distribution in Shares. Therefore, you should consider the tax implications of purchasing Shares shortly before the record date for a dividend or capital gain. Contact your financial
intermediary or the Fund for information concerning when dividends and capital gains will be paid.
Under
the federal securities laws, the Fund is required to provide a notice to shareholders regarding the source of distributions made by the Fund if such distributions are from sources other than ordinary investment
income. In addition, important information regarding the Fund's distributions, if applicable, is available via the link to the Fund and share class name at www.FederatedInvestors.com/FundInformation.
Small Distributions and Uncashed
Checks
Generally, dividend and/or capital gain distributions payable by check in an amount of less than $25 will be automatically reinvested in additional shares. This policy does not apply if you have elected to receive
cash distributions that are directly deposited into your bank account via wire or ACH.
Additionally, if one or more dividend or capital gain distribution checks are returned as “undeliverable,” or remain uncashed for 180 days, all subsequent dividend and capital gain distributions will be
reinvested in additional shares. No interest will accrue on amounts represented by uncashed distribution checks. For questions on whether reinvestment applies to your distributions, please contact a Client Service
Representative at 1-800-341-7400.
Certain
states, including the state of Texas, have laws that allow shareholders to designate a representative to receive abandoned or unclaimed property (“escheatment”) notifications by completing and submitting a
designation form that generally can be found on the official state website. If a shareholder resides in an applicable state, and elects to designate a representative to receive escheatment notifications, escheatment
notices generally will be delivered as required by such state laws, including, as applicable, to both the shareholder and the designated representative. A completed designation form may be mailed to the Fund (if
Shares are held directly with the Fund) or to the shareholder's financial intermediary (if Shares are not held directly with the Fund). Shareholders should refer to relevant state law for the shareholder's specific
rights and responsibilities under his or her state's escheatment law(s), which can generally be found on a state's official website.
ACCOUNTS WITH LOW BALANCES
Federated reserves the right to close accounts if redemptions or exchanges cause the account balance to fall below:
■
|
$25,000 for the IS class.
|
Before
an account is closed, you will be notified and allowed at least 30 days to purchase additional Shares to meet the minimum.
TAX INFORMATION
The
Fund sends an IRS Form 1099 and an annual statement of your account activity to assist you in completing your federal, state and local tax returns. Fund distributions of dividends and capital gains are taxable to you
whether paid in cash or reinvested in the Fund. Dividends are taxable at different rates depending on the source of dividend income. Distributions of net short-term capital gains are taxable to you as ordinary income.
Distributions of net long-term capital gains are taxable to you as long-term capital gains regardless of how long you have owned your Shares.
Fund
distributions are expected to be both dividends and capital gains. Redemptions and exchanges are taxable sales. Please consult your tax adviser regarding your federal, state and local tax liability.
FREQUENT TRADING POLICIES
Frequent or short-term trading into and out of the Fund can have adverse consequences for the Fund and shareholders who use the Fund as a long-term investment vehicle. Such trading in significant amounts can disrupt
the Fund's investment strategies (e.g., by requiring it to sell investments at inopportune times or maintain excessive short-term or cash positions to support redemptions), increase brokerage and administrative costs
and affect the timing and amount of taxable gains distributed by the Fund. Investors engaged in such trading may also seek to profit by anticipating changes in the Fund's NAV in advance of the time as of which NAV is
calculated.
The
Fund's Board has approved policies and procedures intended to discourage excessive frequent or short-term trading of the Fund's Shares. The Fund's fair valuation procedures are intended in part to discourage
short-term trading strategies by reducing the potential for these strategies to succeed. See “What Do Shares Cost?” The Fund also monitors trading in Fund Shares in an effort to identify disruptive trading
activity. The Fund monitors trades into and out of the Fund within a period of 30 days or less. The Fund may also monitor trades into and out of the Fund for potentially disruptive trading activity over periods longer
than 30 days. The size of Share transactions subject to monitoring varies. Where it is determined that a shareholder has exceeded the detection amounts twice within a period of 12 months, the Fund will temporarily
prohibit the shareholder from making further purchases or exchanges of Fund Shares. If the shareholder continues to exceed the detection amounts for specified periods, the Fund will impose lengthier trading
restrictions on the shareholder, up to and including permanently prohibiting the shareholder from making any further purchases or exchanges of Fund Shares. Whether or not the specific monitoring limits are exceeded,
the Fund's management or the Adviser may determine from the amount, frequency or pattern of purchases and redemptions or exchanges that a shareholder is engaged in excessive trading that is or could be detrimental to
the Fund and other shareholders and may prohibit the shareholder from making further purchases or exchanges of Fund Shares. No matter how the Fund defines its limits on frequent trading of Fund Shares, other purchases
and sales of Fund Shares may have adverse effects on the management of the Fund's portfolio and its performance.
The
Fund's frequent trading restrictions do not apply to purchases and sales of Fund Shares by other Federated funds. These funds impose the same frequent trading restrictions as the Fund at their shareholder level. In
addition, allocation changes of the investing Federated fund are monitored, and the managers of the recipient fund must determine that there is no disruption to their management activity. The intent of this exception
is to allow investing fund managers to accommodate cash flows and other activity that result from non-abusive trading in the investing fund, without being stopped from such trading because the aggregate of such trades
exceeds the monitoring limits. Nonetheless, as with any trading in Fund Shares, purchases and redemptions of Fund Shares by other Federated funds could adversely affect the management of the Fund's portfolio and its
performance.
The
Fund will not restrict transactions made on a non-discretionary basis by certain asset allocation programs, wrap programs, fund of funds, collective funds or other similar accounts that have been pre-approved by
Federated (“Approved Accounts”). The Fund will continue to monitor transactions by the Approved Accounts and will seek to limit or restrict even non-discretionary transactions by Approved Accounts that are
determined to be disruptive or harmful to the Fund.
The
Fund's objective is that its restrictions on short-term trading should apply to all shareholders that are subject to the restrictions, regardless of the number or type of accounts in which Shares are held. However,
the Fund anticipates that limitations on its ability to identify trading activity to specific shareholders, including where Shares are held through intermediaries in multiple or omnibus accounts, will mean that these
restrictions may not be able to be applied uniformly in all cases.
Other
funds in the Federated family of funds may impose different monitoring policies or in some cases, may not monitor for frequent or short-term trading. Under normal market conditions such monitoring policies are
designed to protect the funds being monitored and their shareholders and the operation of such policies and shareholder investments under such monitoring are not expected to have materially adverse impact on the
Federated funds or their shareholders. If you plan to exchange your fund shares for shares of another Federated fund, please read the prospectus of that other Federated fund for more information.
PORTFOLIO HOLDINGS INFORMATION
Information concerning the Fund's portfolio holdings is available via the link to the Fund and share class name at www.FederatedInvestors.com/FundInformation. A complete listing of the Fund's portfolio holdings as
of the end of each calendar quarter is posted on the website 30 days (or the next business day) after the end of the quarter and remains posted for six months thereafter. Summary portfolio composition information as
of the close of each month is posted on the website 15 days (or the next business day) after month-end and remains posted until replaced by the information for the succeeding month. The summary portfolio composition
information may include identification of the Fund's top 10 holdings and a percentage breakdown of the portfolio by sector.
You may
also access portfolio information as of the end of the Fund's fiscal quarters via the link to the Fund and share class name at www.FederatedInvestors.com/FundInformation. The Fund's Annual and Semi-Annual Shareholder
Reports contain complete listings of the Fund's portfolio holdings as of the end of the Fund's second and fourth fiscal quarters. The Fund's Form N-Q filings contain complete listings of the Fund's portfolio holdings
as of the end of the Fund's first and third fiscal quarters. Fiscal quarter information is made available on the website within 70 days after the end of the fiscal quarter. This information is also available in
reports filed with the SEC at the SEC's website at www.sec.gov.
In
addition, from time to time (for example, during periods of unusual market conditions), additional information regarding the Fund's portfolio holdings and/or composition may be posted to Federated's website. If and
when such information is posted, its availability will be noted on, and the information will be accessible from, the home page of the website.
Who Manages the Fund?
The
Board governs the Fund. The Board selects and oversees the Adviser, Federated Global Investment Management Corp. The Adviser manages the Fund's assets, including buying and selling portfolio securities. Federated
Advisory Services Company (FASC), an affiliate of the Adviser, provides research, quantitative analysis, equity trading and transaction settlement and certain support services to the Adviser. The fee for these
services is paid by the Adviser and not by the Fund.
The
address of the Adviser is 101 Park Avenue, 41
st
Floor, New York, NY 10178. The address of FASC is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA
15222-3779.
The
Adviser has delegated daily management of some or all of the Fund assets to the Sub-Adviser, Hermes Investment Management Limited, who is paid by the Adviser and not by the Fund, based on the portion of securities the
Sub-Adviser manages. The Sub-Adviser's address is Sixth Floor, 150 Cheapside, London EC2V 6ET, England.
The
Adviser, Sub-Adviser and other subsidiaries of Federated advise approximately 108 equity, fixed-income and money market mutual funds as well as a variety of other pooled investment vehicles, private investment
companies and customized separately managed accounts (including non-U.S./offshore funds) which totaled approximately $397.6 billion in assets as of December 31, 2017. Federated was established in 1955 and is one of
the largest investment managers in the United States with approximately 1,400 employees. Federated provides investment products to approximately 8,500 investment professionals and institutions.
The
Adviser advises approximately 12 equity mutual funds (including sub-advised funds) as well as a variety of separately managed accounts, institutional separate accounts and private investment companies and other pooled
investment vehicles (including non-U.S./offshore funds), which totaled approximately $11.9 billion in assets as of December 31, 2017.
The
Sub-Adviser manages $47.2 billion (£33.6 billion) across 16 differentiated strategies in high-active share equities, credit and private markets, including real estate, infrastructure, private debt and private
equity, serving more than 550 clients through wholesale and institutional markets. All asset information is reported as of March 31, 2018 and converted using March 31, 2018 exchange rates.
PORTFOLIO MANAGEMENT
INFORMATION
Hamish Galpin
Portfolio Manager; Leader of the Hermes Small & Mid Cap team since its creation in 2007. He joined Hermes in 1995 as Co-Manager of UK smaller companies strategies, becoming Lead Manager from January 1997 to
April 2010. He has oversight of the team's regional portfolios. He holds a BEng (Hons) in Civil Engineering from Nottingham University. Investment Experience: 29 Years.
ADVISORY FEES
The
Fund's investment advisory contract provides for payment to the Adviser of an annual investment advisory fee of 0.75% of the Fund's average daily net assets. The Adviser may voluntarily waive a portion of its fee or
reimburse the Fund for certain operating expenses. The Adviser and its affiliates have also agreed to certain “Fee Limits” as described in the footnote to the “Risk/Return Summary: Fees and
Expenses” table found in the “Fund Summary” section of the Prospectus.
The
Fund's shareholder reports will contain information regarding the basis for the Board's approval of the Fund's Advisory and Sub-Advisory Agreements. The Fund's semi-annual reports for the six-month periods ended each
April 30 and the annual reports for the fiscal years ending each October 31 discuss the Board's annual evaluation and approval of those agreements, which typically occurs annually in May.
Financial Information
FINANCIAL HIGHLIGHTS
The
Fund's fiscal year end is October 31. As the Fund's first fiscal year will end October 31, 2019, the Fund's audited financial information is not yet available as of the date of this Prospectus.
Appendix A: Hypothetical Investment and
Expense Information
The
following chart provides additional hypothetical information about the effect of the Fund's expenses, including investment advisory fees and other Fund costs, on the Fund's assumed returns over a 10-year period. The
chart shows the estimated expenses that would be incurred in respect of a hypothetical investment of $10,000, assuming a 5% return each year, and no redemption of Shares. The chart also assumes that the Fund's annual
expense ratio stays the same throughout the 10-year period and that all dividends and distributions are reinvested. The annual expense ratio used in the chart is the same as stated in the “Fees and
Expenses” table of this Prospectus (and thus may not reflect any fee waiver or expense reimbursement currently in effect). The maximum amount of any sales charge that might be imposed on the
purchase
of Shares (and deducted from the hypothetical initial investment of $10,000; the “Front-End Sales Charge”) is reflected in the “Hypothetical Expenses”
column. The hypothetical investment information does not reflect the effect of charges (if any) normally applicable to
redemptions
of Shares (e.g., deferred sales charges, redemption fees). Mutual fund returns, as well as fees and expenses, may fluctuate over time, and your actual investment returns
and total expenses may be higher or lower than those shown below.
FEDERATED HERMES SDG ENGAGEMENT EQUITY FUND - IS CLASS
|
ANNUAL EXPENSE RATIO: 1.46%
|
MAXIMUM FRONT-END SALES CHARGE: NONE
|
Year
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
Investment
After
Returns
|
Hypothetical
Expenses
|
Hypothetical
Ending
Investment
|
1
|
$10,000.00
|
$500.00
|
$10,500.00
|
$148.58
|
$10,354.00
|
2
|
$10,354.00
|
$517.70
|
$10,871.70
|
$153.84
|
$10,720.53
|
3
|
$10,720.53
|
$536.03
|
$11,256.56
|
$159.29
|
$11,100.04
|
4
|
$11,100.04
|
$555.00
|
$11,655.04
|
$164.93
|
$11,492.98
|
5
|
$11,492.98
|
$574.65
|
$12,067.63
|
$170.77
|
$11,899.83
|
6
|
$11,899.83
|
$594.99
|
$12,494.82
|
$176.81
|
$12,321.08
|
7
|
$12,321.08
|
$616.05
|
$12,937.13
|
$183.07
|
$12,757.25
|
8
|
$12,757.25
|
$637.86
|
$13,395.11
|
$189.55
|
$13,208.86
|
9
|
$13,208.86
|
$660.44
|
$13,869.30
|
$196.26
|
$13,676.45
|
10
|
$13,676.45
|
$683.82
|
$14,360.27
|
$203.21
|
$14,160.60
|
Cumulative
|
|
$5,876.54
|
|
$1,746.31
|
|
An SAI dated November 1,
2018, includes additional information about the Fund and is incorporated by reference into this Prospectus. The SAI contains a description of the Fund's policies and procedures with respect to the disclosure of its
portfolio securities. To obtain the SAI and other information without charge, and to make inquiries, call your financial intermediary or the Fund at 1-800-341-7400.
These documents, as well
as additional information about the Fund (including portfolio holdings, performance and distributions), are also available on Federated's website at FederatedInvestors.com.
You can obtain
information about the Fund (including the SAI) by writing to or visiting the SEC's Public Reference Room in Washington, DC. You may also access Fund information from the EDGAR Database on the SEC's website at
www.sec.gov. You can purchase copies of this information by contacting the SEC by email at publicinfo@sec.gov or by writing to the SEC's Public Reference Section, Washington, DC 20549. Call 1-202-551-8090 for
information on the Public Reference Room's operations and copying fees.
Federated Hermes SDG Engagement
Equity Fund
Federated Investors Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Contact us at
FederatedInvestors.com
or call 1-800-341-7400.
Federated Securities Corp.,
Distributor
Investment Company Act File No.
811-3385
CUSIP 31423A309
Q454425 (11/18)
Federated is a registered trademark
of Federated Investors, Inc.
2018 ©Federated Investors, Inc.
Statement of Additional
Information
November 1, 2018
Share Class
| Ticker
|
A
FHEQX
|
C
FHSCX
|
R6
FHERX
|
|
Federated Hermes SDG
Engagement Equity Fund
A Portfolio of Federated Adviser
Series
This Statement of
Additional Information (SAI) is not a Prospectus. Read this SAI in conjunction with the Prospectus for Federated Hermes SDG Engagement Equity Fund (“Fund”), dated November 1, 2018.
Obtain the Prospectus
without charge by calling 1-800-341-7400.
Federated Hermes SDG Engagement
Equity Fund
Federated Investors Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Contact us at
FederatedInvestors.com
or call 1-800-341-7400.
Federated Securities Corp.,
Distributor
Q454412 (11/18)
Federated is a registered
trademark
of Federated Investors, Inc.
2018 ©Federated Investors, Inc.
How is
the Fund Organized?
The
Fund is a portfolio of Federated Adviser Series (“Trust”) and is a diversified, open-end, management investment company. The Trust was established as a Delaware statutory trust on July 12, 2017, pursuant
to a Certificate of Trust, which is governed by the laws of the State of Delaware. Prior to August 16, 2018, the Trust was named Federated MDT Equity Trust.
The
Board of Trustees (“Board”) has established four classes of shares of the Fund, known as Class A Shares, Class C Shares, Institutional Shares and Class R6 Shares. This SAI relates only to Class A Shares,
Class C Shares and Class R6 Shares. The Fund's investment adviser is Federated Global Investment Management Corporation (“Fed Global”) and the Fund's sub-adviser is Hermes Investment Management Limited
(“Hermes” and, collectively with Fed Global, the “Adviser”).
Securities in Which the
Fund Invests
The
principal securities or other investments in which the Fund invests are described in the Fund's Prospectus. The Fund also may invest in securities or other investments as non-principal investments for any purpose that
is consistent with its investment objective. The following information is either additional information in respect of a principal security or other investment referenced in the Prospectus or information in respect of
a non-principal security or other investment (in which case there is no related disclosure in the Prospectus).
Securities Descriptions and
Techniques
Equity Securities
Equity
securities represent a share of an issuer's earnings and assets, after the issuer pays its liabilities. The Fund cannot predict the income it will receive from equity securities because issuers generally have
discretion as to the payment of any dividends or distributions. However, equity securities offer greater potential for appreciation than many other types of securities, because their value increases directly with the
value of the issuer's business. The following further describes the types of equity securities in which the Fund invests. This information is either additional information in respect of a principal security referenced
in the Prospectus or information in respect of a non-principal security (in which case there is no related disclosure in the Prospectus).
Preferred Stocks
Preferred stocks have the right to receive specified dividends or distributions before the issuer makes payments on its common stock. Some preferred stocks also participate in dividends and distributions paid on
common stock. Preferred stocks may also permit the issuer to redeem the stock.
Interests in Other Limited
Liability Companies
Entities such as limited partnerships, limited liability companies, business trusts and companies organized outside the United States may issue securities comparable to common or preferred stock.
Warrants
Warrants give the Fund the option to buy the issuer's equity securities at a specified price (the “exercise price”) at a specified future date (the “expiration date”). The Fund may buy the
designated securities by paying the exercise price before the expiration date. Warrants may become worthless if the price of the stock does not rise above the exercise price by the expiration date. This increases the
market risks of warrants as compared to the underlying security. Rights are the same as warrants, except companies typically issue rights to existing stockholders.
Fixed-Income Securities
Fixed-income securities pay interest, dividends or distributions at a specified rate. The rate may be a fixed percentage of the principal or adjusted periodically. In addition, the issuer of a fixed-income security
must repay the principal amount of the security, normally within a specified time. Fixed-income securities provide more regular income than equity securities. However, the returns on fixed-income securities are
limited and normally do not increase with the issuer's earnings. This limits the potential appreciation of fixed-income securities as compared to equity securities.
A
security's yield measures the annual income earned on a security as a percentage of its price. A security's yield will increase or decrease depending upon whether it costs less (a “discount”) or more (a
“premium”) than the principal amount. If the issuer may redeem the security before its scheduled maturity, the price and yield on a discount or premium security may change based upon the probability of an
early redemption. Securities with higher risks generally have higher yields.
The
following further describes the types of fixed-income securities in which the Fund invests. This information is either additional information in respect of a principal security referenced in the Prospectus or
information in respect of a non-principal security (in which case there is no related disclosure in the Prospectus).
Treasury Securities
Treasury securities are direct obligations of the federal government of the United States. Treasury securities are generally regarded as having minimal credit risks.
Government Securities
Government securities are issued or guaranteed by a federal agency or instrumentality acting under federal authority. Some government securities, including those issued by Government National Mortgage Association
(“Ginnie Mae”), are supported by the full faith and credit of the United States and are guaranteed only as to the timely payment of interest and principal.
Other
government securities receive support through federal subsidies, loans or other benefits but are not backed by the full faith and credit of the United States. For example, the U.S. Treasury is authorized to purchase
specified amounts of securities issued by (or otherwise make funds available to) the Federal Home Loan Bank System, Federal Home Loan Mortgage Corporation (“Freddie Mac”) and Federal National Mortgage
Association (“Fannie Mae”) in support of such obligations.
Some
government agency securities have no explicit financial support, and are supported only by the credit of the applicable agency, instrumentality or corporation. The U.S. government has provided financial support to
Freddie Mac and Fannie Mae, but there is no assurance that it will support these or other agencies in the future.
The
Fund treats mortgage-backed securities guaranteed by a federal agency or instrumentality as government securities. Although such a guarantee helps protect against credit risk, it does not eliminate it entirely or
reduce other risks.
Additional Information Related to Freddie Mac and Fannie Mae.
The extreme and unprecedented volatility and disruption that impacted the capital and credit markets beginning in 2008 led to market concerns regarding the ability of
Freddie Mac and Fannie Mae to withstand future credit losses associated with securities held in their investment portfolios, and on which they provide guarantees, without the direct support of the federal government.
On September 7, 2008, Freddie Mac and Fannie Mae were placed under the conservatorship of the Federal Housing Finance Agency (FHFA). Under the plan of conservatorship, the FHFA assumed control of, and generally has
the power to direct, the operations of Freddie Mac and Fannie Mae, and is empowered to exercise all powers collectively held by their respective shareholders, directors and officers, including the power to: (1) take
over the assets of and operate Freddie Mac and Fannie Mae with all the powers of the shareholders, the directors and the officers of Freddie Mac and Fannie Mae and conduct all business of Freddie Mac and Fannie Mae;
(2) collect all obligations and money due to Freddie Mac and Fannie Mae; (3) perform all functions of Freddie Mac and Fannie Mae which are consistent with the conservator's appointment; (4) preserve and conserve the
assets and property of Freddie Mac and Fannie Mae; and (5) contract for assistance in fulfilling any function, activity, action or duty of the conservator.
In
connection with the actions taken by the FHFA, the Treasury has entered into certain preferred stock purchase agreements (SPAs) with each of Freddie Mac and Fannie Mae which establish the Treasury as the holder of a
new class of senior preferred stock in each of Freddie Mac and Fannie Mae. The senior preferred stock was issued in connection with financial contributions from the Treasury to Freddie Mac and Fannie Mae. Although the
SPAs are subject to amendment from time to time, currently the Treasury is obligated to provide such financial contributions up to an aggregate maximum amount determined by a formula set forth in the SPAs, and until
such aggregate maximum amount is reached, there is not a specific end date to the Treasury's obligations.
The
future status and role of Freddie Mac and Fannie Mae could be impacted by (among other things) the actions taken and restrictions placed on Freddie Mac and Fannie Mae by the FHFA in its role as conservator, the
restrictions placed on Freddie Mac's and Fannie Mae's operations and activities under the SPAs, market responses to developments in Freddie Mac and Fannie Mae, downgrades or upgrades in the credit ratings assigned to
Freddie Mac and Fannie Mae by nationally recognized statistical rating organizations (NRSROs) or ratings services, and future legislative and regulatory action that alters the operations, ownership, structure and/or
mission of these institutions, each of which may, in turn, impact the value of, and cash flows on, any securities guaranteed by Freddie Mac and Fannie Mae.
In
addition, the future of Freddie Mac and Fannie Mae, and other U.S. government-sponsored enterprises that are not backed by the full faith and credit of the U.S. government (GSEs), remains in question as the U.S.
government continues to consider options ranging from structural reform, nationalization, privatization, or consolidation, to outright elimination. The issues that have led to significant U.S. government support for
Freddie Mac and Fannie Mae have sparked serious debate regarding the continued role of the U.S. government in providing mortgage loan liquidity.
Convertible
Securities (A Fixed-Income Security)
Convertible securities are fixed-income securities or preferred stocks that the Fund has the option to exchange for equity securities at a specified conversion price. The option allows the Fund to realize additional
returns if the market price of the equity securities exceeds the conversion price. For example, the Fund may hold fixed-income securities that are convertible into shares of common stock at a conversion price of $10
per share. If the market value of the shares of common stock reached $12, the Fund could realize an additional $2 per share by converting its fixed-income securities.
Convertible securities have lower yields than comparable fixed-income securities. In addition, at the time a convertible security is issued the conversion price exceeds the market value of the
underlying equity securities. Thus, convertible securities may provide lower returns than non-convertible, fixed-income securities or equity securities depending upon changes in the price of the underlying equity
securities. However, convertible securities permit the Fund to realize some of the potential appreciation of the underlying equity securities with less risk of losing its initial investment.
The
Fund treats convertible securities as both fixed-income and equity securities for purposes of its investment policies and limitations, because of their unique characteristics, except that for purposes of the
Non-Fundamental Names Rule Policy the Fund will not consider convertible securities to be equity securities.
Bank Instruments (A Fixed-Income
Security)
Bank
instruments are unsecured, interest-bearing deposits with banks. Bank instruments include, but are not limited to, bank accounts, time deposits, certificates of deposit and banker's acceptances. Yankee instruments are
denominated in U.S. dollars and issued by U.S. branches of foreign banks. Eurodollar instruments are denominated in U.S. dollars and issued by non-U.S. branches of U.S. or foreign banks.
Corporate Debt Securities (A
Fixed-Income Security)
Corporate debt securities are fixed-income securities issued by businesses. Notes, bonds, debentures and commercial paper are the most prevalent types of corporate debt securities. The Fund may also purchase
interests in bank loans to companies. The credit risks of corporate debt securities vary widely among issuers.
Commercial Paper (A Type of
Corporate Debt Security)
Commercial paper is an issuer's obligation with a maturity of less than nine months. Companies typically issue commercial paper to pay for current expenditures. Most issuers constantly reissue their commercial paper
and use the proceeds (or bank loans) to repay maturing paper. If the issuer cannot continue to obtain liquidity in this fashion, its commercial paper may default. The short maturity of commercial paper generally
reduces both the market and credit risks as compared to other debt securities of the same issuer.
Foreign Government Securities (A
Type of Foreign Fixed-Income Security)
Foreign
government securities generally consist of fixed-income securities supported by national, state or provincial governments or similar political subdivisions. Foreign government securities also include debt obligations
of supranational entities, such as international organizations designed or supported by governmental entities to promote economic reconstruction or development, international banking institutions and related
government agencies. Examples of these include, but are not limited to, the International Bank for Reconstruction and Development (the “World Bank”), the Asian Development Bank, the European Investment
Bank and the Inter-American Development Bank.
Foreign
government securities also include fixed-income securities of quasi-governmental agencies that are either issued by entities owned by a national, state or equivalent government or are obligations of a political unit
that are not backed by the national government's full faith and credit. Further, foreign government securities include mortgage-related securities issued or guaranteed by national, state or provincial governmental
instrumentalities, including quasi-governmental agencies.
Derivative Contracts
Derivative contracts are financial instruments that require payments based upon changes in the values of designated securities, commodities, currencies, indices, or other assets or instruments including other
derivative contracts, (each a “Reference Instrument” and collectively, “Reference Instruments”). Each party to a derivative contract may sometimes be referred to as a counterparty. Some
derivative contracts require payments relating to an actual, future trade involving the Reference Instrument. These types of derivatives are frequently referred to as “physically settled” derivatives.
Other derivative contracts require payments relating to the income or returns from, or changes in the market value of, a Reference Instrument. These types of derivatives are known as “cash-settled”
derivatives, since they require cash payments in lieu of delivery of the Reference Instrument.
Many
derivative contracts are traded on securities or commodities exchanges. In this case, the exchange sets all the terms of the contract except for the price. Investors make payments due under their contracts through the
exchange. Most exchanges require investors to maintain margin accounts through their brokers to cover their potential obligations to the exchange. Parties to the contract make (or collect) daily payments to the margin
accounts to reflect losses (or gains) in the value of their contracts. This protects investors against potential defaults by the other party to the contract. Trading contracts on an exchange also allows investors to
close out their contracts by entering into offsetting contracts.
For
example, the Fund could close out an open contract to buy an asset at a future date by entering into an offsetting contract to sell the same asset on the same date. If the offsetting sale price is more than the
original purchase price, the Fund realizes a gain; if it is less, the Fund realizes a loss. Exchanges may limit the amount of open contracts permitted at any one time. Such limits may prevent the Fund from closing out
a position. If this happens, the Fund will be required to keep the contract open (even if it is losing money on the contract), and to make any payments required under the contract (even if it has to sell portfolio
securities at unfavorable prices to do so). Inability to close out a contract could also harm the Fund by preventing it from disposing of or trading any assets it has been using to secure its obligations under the
contract.
The
Fund may also trade derivative contracts over-the-counter (OTC) in transactions negotiated directly between the Fund and a financial institution. OTC contracts do not necessarily have standard terms, so they may be
less liquid and more difficult to close-out than exchange-traded contracts. In addition, OTC contracts with more specialized terms may be more difficult to value than exchange-traded contracts, especially in times of
financial stress.
The
market for swaps and other OTC derivatives was largely unregulated prior to the enactment of federal legislation known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Act”). Regulations enacted by the Commodity Futures Trading Commission (the CFTC) under the Dodd-Frank Act require the Fund to clear certain swap contracts through a clearing house or central counterparty (a
CCP).
To
clear a swap through the CCP, the Fund will submit the contract to, and post margin with, a futures commission merchant (FCM) that is a clearing house member. The Fund may enter into the swap with a financial
institution other than the FCM and arrange for the contract to be transferred to the FCM for clearing, or enter into the contract with the FCM itself. If the Fund must centrally clear a transaction, the CFTC's
regulations also generally require that the swap be executed on a registered exchange or through a market facility that is known as a swap execution facility or SEF. Central clearing is presently required only for
certain swaps, and the CFTC is expected to impose a mandatory central clearing requirement for additional derivative instruments over time.
The
CCP, SEF and FCM are all subject to regulatory oversight by the CFTC. In addition, most derivative market participants are now regulated as swap dealers or major swap participants and are subject to certain minimum
capital and margin requirements and business conduct standards. Similar regulatory requirements are expected to apply to derivative contracts that are subject to the jurisdiction of the SEC, although the SEC has not
yet finalized its regulations. In addition, uncleared OTC swaps will be subject to regulatory collateral requirements that could adversely affect the Fund's ability to enter into swaps in the OTC market. These
developments could cause the Fund to terminate new or existing swap agreements or to realize amounts to be received under such instruments at an inopportune time.
Until
the mandated rulemaking and regulations are implemented completely, it will not be possible to determine the complete impact of the Dodd-Frank Act and related regulations on the Fund.
Depending on how the Fund uses derivative contracts and the relationships between the market value of a derivative contract and the Reference Instrument, derivative contracts may increase or decrease the Fund's
exposure to the risks of the Reference Instrument, and may also expose the Fund to liquidity and leverage risks. OTC contracts also expose the Fund to credit risks in the event that a counterparty defaults on the
contract, although this risk may be mitigated by submitting the contract for clearing through a CCP.
The
Fund may invest in a derivative contract if it is permitted to own, invest in, or otherwise have economic exposure to the Reference Instrument. The Fund is not required to own a Reference Instrument in order to buy or
sell a derivative contract relating to that Reference Instrument. The Fund may trade in the following specific types and/or combinations of derivative contracts:
Futures Contracts (A Type of
Derivative)
Futures
contracts provide for the future sale by one party and purchase by another party of a specified amount of a Reference Instrument at a specified price, date and time. Entering into a contract to buy a Reference
Instrument is commonly referred to as buying a contract or holding a long position in the asset. Entering into a contract to sell a Reference Instrument is commonly referred to as selling a contract or holding a short
position in the Reference Instrument. Futures contracts are considered to be commodity contracts. The Adviser has claimed an exclusion from the definition of the term “commodity pool operator” under the
Commodity Exchange Act with respect to the Fund and, therefore, is not subject to registration or regulation with respect to the Fund. The Fund can buy or sell financial futures (such as interest rate futures, index
futures and security futures), as well as, currency futures and currency forward contracts.
Interest Rate Futures
An
interest rate futures contract is an exchange-traded contract for which the Reference Instrument is an interest-bearing fixed income security or an inter-bank deposit. Two examples of common interest rate futures
contracts are U.S. Treasury futures contracts and Eurodollar futures contracts. The Reference Instrument for a U.S. Treasury futures contract is a U.S. Treasury security. The Reference Instrument for a Eurodollar
futures contract is the London Interbank Offered Rate (commonly referred to as LIBOR); Eurodollar futures contracts enable the purchaser to obtain a fixed rate for the lending of funds over a stated period of time and
the seller to obtain a fixed rate for a borrowing of funds over that same period.
Index Futures
An
index futures contract is an exchange-traded contract to make or receive a payment based upon changes in the value of an index. An index is a statistical composite that measures changes in the value of designated
Reference Instruments within the index.
Security Futures
A
security futures contract is an exchange-traded contract to purchase or sell in the future a specific quantity of a security (other than a Treasury security) or a narrow-based securities index at a certain price.
Presently, the only available security futures contracts use shares of a single equity security as the Reference Instrument. However, it is possible that in the future security futures contracts will be developed that
use a single fixed-income security as the Reference Instrument.
Currency Futures and Currency
Forward Contracts
A
currency futures contract is an exchange-traded contract to buy or sell a particular currency at a specific price at some time in the future (commonly three months or more). A currency forward contract is not an
exchange-traded contract and represents an obligation to purchase or sell a specific currency at a future date, at a price set at the time of the contract and for a period agreed upon by the parties which may be
either a window of time or a fixed number of days from the date of the contract. Currency futures and forward contracts are highly volatile, with a relatively small price movement potentially resulting in substantial
gains or losses to the Fund. Additionally, the Fund may lose money on currency futures and forward contracts if changes in currency rates do not occur as anticipated or if the Fund's counterparty to the contract were
to default.
Option Contracts (A Type of
Derivative)
Option
contracts (also called “options”) are rights to buy or sell a Reference Instrument for a specified price (the “exercise price”) during, or at the end of, a specified period. The seller (or
“writer”) of the option receives a payment, or premium, from the buyer, which the writer keeps regardless of whether the buyer uses (or exercises) the option. Options may be bought or sold on a wide
variety of Reference Instruments. Options that are written on futures contracts will be subject to margin requirements similar to those applied to futures contracts.
The
Fund may buy and/or sell the following types of options:
Call Options
A call
option gives the holder (“buyer”) the right to buy the Reference Instrument from the seller (writer) of the option. The Fund may use call options in the following ways:
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Buy call options on a Reference Instrument in anticipation of an increase in the value of the Reference Instrument; and
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Write call options on a Reference Instrument to generate income from premiums, and in anticipation of a decrease or only limited increase in the value of the Reference Instrument. If
the Fund writes a call option on a Reference Instrument that it owns and that call option is exercised, the Fund foregoes any possible profit from an increase in the market price of the Reference Instrument over the
exercise price plus the premium received.
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Put Options
A put
option gives the holder the right to sell the Reference Instrument to the writer of the option. The Fund may use put options in the following ways:
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Buy put options on a Reference Instrument in anticipation of a decrease in the value of the Reference Instrument; and
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Write put options on a Reference Instrument to generate income from premiums, and in anticipation of an increase or only limited decrease in the value of the Reference Instrument. In
writing puts, there is a risk that the Fund may be required to take delivery of the Reference Instrument when its current market price is lower than the exercise price.
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The
Fund may also buy or write options, as needed, to close out existing option positions.
Finally, the Fund may enter into combinations of options contracts in an attempt to benefit from changes in the prices of those options contracts (without regard to changes in the value of the Reference
Instrument).
Swap Contracts (A Type of
Derivative)
A swap
contract (also known as a “swap”) is a type of derivative contract in which two parties agree to pay each other (swap) the returns derived from Reference Instruments. Most swaps do not involve the delivery
of the underlying assets by either party, and the parties might not own the Reference Instruments. The payments are usually made on a net basis so that, on any given day, the Fund would receive (or pay) only the
amount by which its payment under the contract is less than (or exceeds) the amount of the other party's payment. Swap agreements are sophisticated instruments that can take many different forms and are known by a
variety of names. Common swap agreements that the Fund may use include:
Interest Rate Swaps
Interest rate swaps are contracts in which one party agrees to make regular payments equal to a fixed or floating interest rate times a stated principal amount (commonly referred to as a “notional principal
amount”) in return for payments equal to a different fixed or floating rate times the same principal amount, for a specific period. For example, a $10 million London Interbank Offered Rate (LIBOR) swap would
require one party to pay the equivalent of the London Interbank Offered Rate of interest (which fluctuates) on $10 million principal amount in exchange for the right to receive the equivalent of a stated fixed rate of
interest on $10 million principal amount.
Caps and Floors (A Type of Swap
Contract)
Caps
and Floors are contracts in which one party agrees to make payments only if an interest rate or index goes above (Cap) or below (Floor) a certain level in return for a fee from the other party.
Total Return Swaps
A total
return swap is an agreement between two parties whereby one party agrees to make payments of the total return from a Reference Instrument (or a basket of such instruments) during the specified period, in return for
payments equal to a fixed or floating rate of interest or the total return from another Reference Instrument. Alternately, a total return swap can be structured so that one party will make payments to the other party
if the value of a Reference Instrument increases, but receive payments from the other party if the value of that instrument decreases.
Credit Default Swaps
A
credit default swap (CDS) is an agreement between two parties whereby one party (the “Protection Buyer”) agrees to make payments over the term of the CDS to the other party (the “Protection
Seller”), provided that no designated event of default, restructuring or other credit related event (each a “Credit Event”) occurs with respect to Reference Instrument that is usually a particular
bond, loan or the unsecured credit of an issuer, in general (the “Reference Obligation”). Many CDS are physically settled, which means that if a Credit Event occurs, the Protection Seller must pay the
Protection Buyer the full notional value, or “par value,” of the Reference Obligation in exchange for delivery by the Protection Buyer of the Reference Obligation or another similar obligation issued by
the issuer of the Reference Obligation (the “Deliverable Obligation”). The Counterparties agree to the characteristics of the Deliverable Obligation at the time that they enter into the CDS. Alternately, a
CDS can be “cash settled,” which means that upon the occurrence of a Credit Event, the Protection Buyer will receive a payment from the Protection Seller equal to the difference between the par amount of
the Reference Obligation and its market value at the time of the Credit Event. The Fund may be either the Protection Buyer or the Protection Seller in a CDS. If the Fund is a Protection Buyer and no Credit Event
occurs, the Fund will lose its entire investment in the CDS (i.e., an amount equal to the payments made to the Protection Seller over the term of the CDS). However, if a Credit Event occurs, the Fund (as Protection
Buyer) will deliver the Deliverable Obligation and receive a payment equal to the full notional value of the Reference Obligation, even though the Reference Obligation may have little or no value. If the Fund is the
Protection Seller and no Credit Event occurs, the Fund will receive a fixed rate of income throughout the term of the CDS. However, if a Credit Event occurs, the Fund (as Protection Seller) will pay the Protection
Buyer the full notional value of the Reference Obligation and receive the Deliverable Obligation from the Protection Buyer. A CDS may involve greater risks than if the Fund invested directly in the Reference
Obligation. For example, a CDS may increase credit risk since the Fund has exposure to both the issuer of the Reference Obligation and the Counterparty to the CDS.
Currency Swaps
Currency swaps are contracts which provide for interest payments in different currencies. The parties might agree to exchange the notional principal amounts of the currencies as well (commonly called a
“foreign exchange swap”).
OTHER INVESTMENTS, Transactions,
TECHNIQUES
Delayed Delivery Transactions
Delayed
delivery transactions, including when-issued transactions, are arrangements in which the Fund buys securities for a set price, with payment and delivery of the securities scheduled for a future time. During the period
between purchase and settlement, no payment is made by the Fund to the issuer and no interest accrues to the Fund. The Fund records the transaction when it agrees to buy the securities and reflects their value in
determining the price of its shares. Settlement dates may be a month or more after entering into these transactions so that the market values of the securities bought may vary from the purchase prices. Therefore,
delayed delivery transactions create interest rate risks for the Fund. Delayed delivery transactions also involve credit risks in the event of a counterparty default.
Hybrid Instruments
Hybrid
instruments combine elements of two different kinds of securities or financial instruments (such as a derivative contract). Frequently, the value of a hybrid instrument is determined by reference to changes in the
value of a Reference Instrument (that is a designated security, commodity, currency, index or other asset or instrument including a derivative contract). Hybrid instruments can take on many forms including, but not
limited to, the following forms. First, a common form of a hybrid instrument combines elements of a derivative contract with those of another security (typically a fixed-income security). In this case all or a portion
of the interest or principal payable on a hybrid security is determined by reference to changes in the price of a Reference Instrument. Second, a hybrid instrument may also combine elements of a fixed-income security
and an equity security. Third, hybrid instruments may include convertible securities with conversion terms related to a Reference Instrument.
Depending on the type and terms of the hybrid instrument, its risks may reflect a combination of the risks of investing in the Reference Instrument with the risks of investing in other securities, currencies and
derivative contracts. Thus, an investment in a hybrid instrument may entail significant risks in addition to those associated with traditional securities or the Reference Instrument. Hybrid instruments are also
potentially more volatile than traditional securities or the Reference Instrument. Moreover, depending on the structure of the particular hybrid, it may expose the Fund to leverage risks or carry liquidity risks.
Credit Linked Note (A Type of
Hybrid Instrument)
A
credit linked note (CLN) is a type of hybrid instrument in which a special purpose entity issues a structured note (the “Note Issuer”) with respect to which the Reference Instrument is a single bond, a
portfolio of bonds or the unsecured credit of an issuer, in general (each a “Reference Credit”). The purchaser of the CLN (the “Note Purchaser”) invests a par amount and receives a payment
during the term of the CLN that equals a fixed or floating rate of interest equivalent to a high rated funded asset (such as a bank certificate of deposit) plus an additional premium that relates to taking on the
credit risk of the Reference Credit. Upon maturity of the CLN, the Note Purchaser will receive a payment equal to: (i) the original par amount paid to the Note Issuer, if there is no occurrence of a designated event
of default, restructuring or other credit event (each a “Credit Event”) with respect to the issuer of the Reference Credit; or (ii) the market value of the Reference Credit, if a Credit Event has occurred.
Depending upon the terms of the CLN, it is also possible that the Note Purchaser may be required to take physical delivery of the Reference Credit in the event of a Credit Event. Most credit linked notes use a
corporate bond (or a portfolio of corporate bonds) as the Reference Credit. However, almost any type of fixed-income security (including foreign government securities), index or derivative contract (such as a credit
default swap) can be used as the Reference Credit.
Equity Linked Note (A Type of
Hybrid Instrument)
An
equity linked note (ELN) is a type of hybrid instrument that provides the noteholder with exposure to a single equity security, a basket of equity securities, or an equity index (the “Reference Equity
Instrument”). Typically, an ELN pays interest at agreed rates over a specified time period and, at maturity, either converts into shares of a Reference Equity Instrument or returns a payment to the noteholder
based on the change in value of a Reference Equity Instrument.
Asset Segregation
In
accordance with the Securities and Exchange Commission (SEC) and SEC staff positions regarding the interpretation of the Investment Company Act of 1940 (“1940 Act”), with respect to derivatives that create
a future payment obligation of the Fund, the Fund must “set aside” (referred to sometimes as “asset segregation”) liquid assets, or engage in other SEC- or staff-approved measures, while the
derivative contracts are open. For example, with respect to forwards and futures contracts that are not contractually required to “cash-settle,” the Fund must cover its open positions by setting aside cash
or readily marketable securities equal to the contracts' full, notional value. With respect to forwards and futures that are contractually required to “cash-settle,” however, the Fund is permitted to set
aside cash or readily marketable securities in an amount equal to the Fund's daily marked-to-market (net) obligations, if any (i.e., the Fund's daily net liability, if any), rather than the notional value.
The
Fund will employ another approach to segregating assets to cover options that it sells. If the Fund sells a call option, the Fund will set aside either the Reference Instrument subject to the option, cash or readily
marketable securities with a value that equals or exceeds the current market value of the Reference Instrument. In no event, will the value of the cash or readily marketable securities set aside by the Fund be less
than the exercise price of the call option. If the Fund sells a put option, the Fund will set aside cash or readily marketable securities with a value that equals or exceeds the exercise price of the put option.
The
Fund's asset segregation approach for swap agreements varies among different types of swaps. For example, if the Fund enters into a credit default swap as the Protection Buyer, then it will set aside cash or readily
marketable securities necessary to meet any accrued payment obligations under the swap. By comparison, if the Fund enters into a credit default swap as the Protection Seller, then the Fund will set aside cash or
readily marketable securities equal to the full notional amount of the swap that must be paid upon the occurrence of a Credit Event. For some other types of swaps, such as interest rate swaps, the Fund will calculate
the obligations of the counterparties to the swap on a net basis. Consequently, the Fund's current obligation (or rights) under this type of swap will equal only the net amount to be paid or received based on the
relative values of the positions held by each counterparty to the swap (the “net amount”). The net amount currently owed by or to the Fund will be accrued daily and the Fund will set aside cash or readily
marketable securities equal to any accrued but unpaid net amount owed by the Fund under the swap.
The
Fund may reduce the liquid assets segregated to cover obligations under a derivative contract by entering into an offsetting derivative contract. For example, if the Fund sells a put option for the same Reference
Instrument as a call option the Fund has sold, and the exercise price of the call option is the same as or higher than the exercise price of the put option, then the Fund may net its obligations under the options and
set aside cash or readily marketable securities (including any margin deposited for the options) with a value equal to the greater of: (a) the current market value of the Reference Instrument deliverable under the
call option; or (b) the exercise price of the put option.
By
setting aside cash or readily marketable securities equal to only its net obligations under swaps and certain cash-settled derivative contracts, the Fund will have the ability to employ leverage to a greater extent
than if the Fund were required to segregate cash or readily marketable securities equal to the full notional value of such contracts. The use of leverage involves certain risks. See “Risk Factors.” Unless
the Fund has other cash or readily marketable securities to set aside, it cannot trade assets set aside in connection with derivative contracts or special transactions without entering into an offsetting derivative
contract or terminating a special transaction. This may cause the Fund to miss favorable trading opportunities or to realize losses on derivative contracts or special transactions. The Fund reserves the right to
modify its asset segregation policies in the future to comply with any changes in the positions articulated from time to time by the SEC and its staff.
Generally, special transactions do not cash-settle on a net basis. Consequently, with respect to special transactions, the Fund will set aside cash or readily marketable securities with a value that equals or
exceeds the Fund's obligations.
Hedging
Hedging
transactions are intended to reduce specific risks. For example, to protect the Fund against circumstances that would normally cause the Fund's portfolio securities to decline in value, the Fund may buy or sell a
derivative contract that would normally increase in value under the same circumstances. The Fund may also attempt to hedge by using combinations of different derivative contracts, or derivative contracts and
securities. The Fund's ability to hedge may be limited by the costs of the derivative contracts. The Fund may attempt to lower the cost of hedging by entering into transactions that provide only limited protection,
including transactions that: (1) hedge only a portion of its portfolio; (2) use derivative contracts that cover a narrow range of circumstances; or (3) involve the sale of derivative contracts with different terms.
Consequently, hedging transactions will not eliminate risk even if they work as intended. In addition, hedging strategies are not always successful, and could result in increased expenses and losses to the Fund.
Inter-Fund Borrowing and
Third-Party Lending Arrangements
Inter-Fund Borrowing
The
Securities and Exchange Commission (SEC) has granted an exemption that permits the Fund and all other funds advised by subsidiaries of Federated Investors, Inc. (“Federated funds”) to lend and borrow money
for certain temporary purposes directly to and from other Federated funds. Participation in this inter-fund lending program is voluntary for both borrowing and lending Federated funds, and an inter-fund loan is only
made if it benefits each participating Federated fund. Federated Investors, Inc. (“Federated”) administers the program according to procedures approved by the Fund's Board, and the Board monitors the
operation of the program. Any inter-fund loan must comply with certain conditions set out in the exemption, which are designed to assure fairness and protect all participating Federated funds.
For
example, inter-fund lending is permitted only: (a) to meet shareholder redemption requests; (b) to meet commitments arising from “failed” trades; and (c) for other temporary purposes. All inter-fund loans
must be repaid in seven days or less. The Fund's participation in this program must be consistent with its investment policies and limitations, and must meet certain percentage tests. Inter-fund loans may be made only
when the rate of interest to be charged is more attractive to the lending Federated fund than market-competitive rates on overnight repurchase agreements (“Repo Rate”)
and
more attractive to the borrowing Federated fund than the rate of interest that would be charged by an unaffiliated bank for short-term borrowings (“Bank Loan Rate”),
as determined by the Board. The interest rate imposed on inter-fund loans is the average of the Repo Rate and the Bank Loan Rate.
Third-Party Line of Credit
The
Fund's Board has approved, at a future time deemed appropriate by Federated, the Fund's participation with certain other Federated Funds, on a several basis, in an up to $500,000,000 unsecured, 364-day, committed,
revolving line of credit (LOC) agreement. The LOC was made available to finance temporarily the repurchase or redemption of shares of the Fund, failed trades, payment of dividends, settlement of trades and for other
short-term, temporary or emergency general business purposes. The Fund cannot borrow under the LOC if an inter-fund loan is outstanding. The Fund's ability to borrow under the LOC also is subject to the limitations of
the 1940 Act and various conditions precedent that must be satisfied before the Fund can borrow. Loans under the LOC are charged interest at a fluctuating rate per annum equal to the highest, on any day, of: (a) (i)
the federal funds effective rate; (ii) the one month London Interbank Offered Rate (LIBOR); and (iii) 0.0%; plus (b) a margin. The LOC also requires the Fund to pay, quarterly in arrears and at maturity, its pro rata
share of a commitment fee based on the amount of the lenders' commitment that has not been utilized. As of the date of this Statement of Additional Information, there were no outstanding loans as the Fund was not
eligible to participate in the LOC.
Investment Risks
There
are many risk factors which may affect an investment in the Fund. The Fund's principal risks are described in its Prospectus. The following information is either additional information in respect of a principal risk
factor referenced in the Prospectus or information in respect of a non-principal risk factor applicable to the Fund (in which case there is no related disclosure in the Prospectus).
Interest Rate Risk
Prices
of fixed-income securities rise and fall in response to changes in interest rates. Generally, when interest rates rise, prices of fixed-income securities fall. However, market factors, such as the demand for
particular fixed-income securities, may cause the price of certain fixed-income securities to fall while the prices of other securities rise or remain unchanged.
The
longer the duration of a fixed-income security, the more susceptible it is to interest rate risk. The duration of a fixed-income security may be equal to or shorter than the stated maturity of a fixed-income security.
Recent and potential future changes in monetary policy made by central banks and/or their governments are likely to affect the level of interest rates. Duration measures the price sensitivity of a fixed-income
security given a change in interest rates. For example, if a fixed-income security has an effective duration of three years, a 1% increase in general interest rates would be expected to cause the security's value to
decline about 3% while a 1% decrease in general interest rates would be expected to cause the security's value to increase about 3%.
Issuer Credit Risk
It is
possible that interest or principal on securities will not be paid when due. Noninvestment-grade securities generally have a higher default risk than investment-grade securities. Such non-payment or default may reduce
the value of the Fund's portfolio holdings, its share price and its performance.
Many
fixed-income securities receive credit ratings from NRSROs such as Fitch Rating Service, Moody's Investor Services, Inc. and Standard & Poor's that assign ratings to securities by assessing the likelihood of an
issuer and/or guarantor default. Higher credit ratings correspond to lower perceived credit risk and lower credit ratings correspond to higher perceived credit risk. Credit ratings may be upgraded or downgraded from
time to time as an NRSRO's assessment of the financial condition of a party obligated to make payments with respect to such securities and credit risk changes. The impact of any credit rating downgrade can be
uncertain. Credit rating downgrades may lead to increased interest rates and volatility in financial markets, which in turn could negatively affect the value of the Fund's portfolio holdings, its share price and its
investment performance. Credit ratings are not a guarantee of quality. Credit ratings may lag behind the current financial conditions of the issuer and/or guarantor and do not provide assurance against default or
other loss of money. Credit ratings do not protect against a decline in the value of a security. If a security has not received a rating, the Fund must rely entirely upon the Adviser's credit assessment.
Fixed-income securities generally compensate for greater credit risk by paying interest at a higher rate. The difference between the yield of a security and the yield of a U.S. Treasury security or other appropriate
benchmark with a comparable maturity (the “spread”) measures the additional interest paid for risk. Spreads may increase generally in response to adverse economic or market conditions. A security's spread
may also increase if the security's rating is lowered, or the security is perceived to have an increased credit risk. An increase in the spread will cause the price of the security to decline if interest rates remain
unchanged.
Call Risk
Call
risk is the possibility that an issuer may redeem a fixed-income security before maturity (a “call”) at a price below its current market price. An increase in the likelihood of a call may reduce the
security's price.
If a
fixed-income security is called, the Fund may have to reinvest the proceeds in other fixed-income securities with lower interest rates, higher credit risks, or other less favorable characteristics.
Prepayment and Extension Risk
Unlike
traditional fixed-income securities, which pay a fixed rate of interest until maturity (when the entire principal amount is due) payments on mortgage-backed securities include both interest and a partial payment of
principal. Partial payment of principal may be comprised of scheduled principal payments as well as unscheduled payments from the voluntary prepayment, refinancing, or foreclosure of the underlying loans. These
unscheduled prepayments of principal create risks that can adversely affect a Fund holding mortgage-backed securities.
For
example, when interest rates decline, the values of mortgage-backed securities generally rise. However, when interest rates decline, unscheduled prepayments can be expected to accelerate, and the Fund would be
required to reinvest the proceeds of the prepayments at the lower interest rates then available. Unscheduled prepayments would also limit the potential for capital appreciation on mortgage-backed securities.
Conversely, when interest rates rise, the values of mortgage-backed securities generally fall. Since rising interest rates typically result in decreased prepayments, this could lengthen the average lives of
mortgage-backed securities, and cause their value to decline more than traditional fixed-income securities.
Generally, mortgage-backed securities compensate for the increased risk associated with prepayments by paying a higher yield. The additional interest paid for risk is measured by the difference between the yield of
a mortgage-backed security and the yield of a U.S. Treasury security with a comparable maturity (the spread). An increase in the spread will cause the price of the mortgage-backed security to decline. Spreads
generally increase in response to adverse economic or market conditions. Spreads may also increase if the security is perceived to have an increased prepayment risk or is perceived to have less market demand.
Greater China Risk
Although larger and/or more established than many emerging markets, the markets of the Greater China region function in many ways as emerging markets, and carry the high levels of risks associated with emerging
markets. Investments in the Greater China region may be subject to the risks associated with trading on less-developed trading markets, in addition to acute political risks such as possible negative repercussions
resulting from China's relationship with Taiwan or Hong Kong, restrictions on monetary repatriation, or other adverse government actions. The attitude of the Chinese government toward growth and capitalism is
uncertain, and the markets of Hong Kong and China could be hurt significantly by any government interference or any material change in government policy. For example, the Chinese government may restrict investment in
companies or industries considered important to national interests, or intervene in the financial markets, such as by imposing trading restrictions, or banning or curtailing short selling. As export-driven economies,
the economies of countries in the Greater China region are affected by developments in the economies of their principal trading partners. A downturn in these economies could slow or eliminate the growth of the
economies of the Greater China region and adversely impact the Fund's investments.
Russian Investment Risk
Russian
laws relating to securities investments and regulations have been created on an ad-hoc basis and do not tend to keep pace with market developments leading to ambiguities in interpretation and inconsistent and
arbitrary application. Monitoring and enforcement of applicable regulations is rudimentary. Russian rules regulating corporate governance either do not exist or are underdeveloped.
Risk Associated with
Noninvestment-Grade Securities
Securities rated below investment grade, also known as junk bonds, generally entail greater economic, credit and liquidity risk than investment-grade securities. For example, their prices are more volatile, economic
downturns and financial setbacks may affect their prices more negatively and their trading market may be more limited. These securities are considered speculative with respect to the issuer's ability to pay interest
and repay principal.
Risk of Investing in Derivative
Contracts and Hybrid Instruments
The
Fund's exposure to derivative contracts and hybrid instruments (either directly or through its investment in another investment company) involves risks different from, or possibly greater than, the risks associated
with investing directly in securities and other traditional investments. First, changes in the value of the derivative contracts and hybrid instruments in which the Fund invests may not be correlated with changes in
the value of the underlying Reference Instruments or, if they are correlated, may move in the opposite direction than originally anticipated. Second, while some strategies involving derivatives may reduce the risk of
loss, they may also reduce potential gains or, in some cases, result in losses by offsetting favorable price movements in portfolio holdings. Third, there is a risk that derivative contracts and hybrid instruments may
be erroneously priced or improperly valued and, as a result, the Fund may need to make increased cash payments to the counterparty. Fourth, exposure to derivative contracts and hybrid instruments may have tax
consequences to the Fund and its shareholders. For example, derivative contracts and hybrid instruments may cause the Fund to realize increased ordinary income or short-term capital gains (which are treated as
ordinary income for Federal income tax purposes) and, as a result, may increase taxable distributions to shareholders. In addition, under certain circumstances certain derivative contracts and hybrid instruments may
cause the Fund to: (a) incur an excise tax on a portion of the income related to those contracts and instruments; and/or (b) reclassify, as a return of capital, some or all of the distributions previously made to
shareholders during the fiscal year as dividend income. Fifth, a common provision in OTC derivative contracts permits the counterparty to terminate any such contract between it and the Fund, if the value of the Fund's
total net assets declines below a specified level over a given time period. Factors that may contribute to such a decline (which usually must be substantial) include significant shareholder redemptions and/or a marked
decrease in the market value of the Fund's investments. Any such termination of the Fund's OTC derivative contracts may adversely affect the Fund (for example, by increasing losses and/or costs, and/or preventing the
Fund from fully implementing its investment strategies). Sixth, the Fund may use a derivative contract to benefit from a decline in the value of a Reference Instrument. If the value of the Reference Instrument
declines during the term of the contract, the Fund makes a profit on the difference (less any payments the Fund is required to pay under the terms of the contract). Any such strategy involves risk. There is no
assurance that the Reference Instrument will decline in value during the term of the contract and make a profit for the Fund. The Reference Instrument may instead appreciate in value creating a loss for the Fund.
Seventh, a default or failure by a CCP or an FCM (also sometimes called a “futures broker”), or the failure of a contract to be transferred from an Executing Dealer to the FCM for clearing, may expose the
Fund to losses, increase its costs, or prevent the Fund from entering or exiting derivative positions, accessing margin or fully implementing its investment strategies. The central clearing of a derivative and trading
of a contract over a SEF could reduce the liquidity in, or increase costs of entering into or holding, any contracts. Finally, derivative contracts and hybrid instruments may also involve other risks described herein
or in the Fund's prospectus, such as stock market, interest rate, credit, currency, liquidity and leverage risks.
Risk Associated with the
Investment Activities of Other Accounts
Investment decisions for the Fund are made independently from those of other accounts managed by the Adviser and accounts managed by affiliates of the Adviser. Therefore, it is possible that investment-related
actions taken by such other accounts could adversely impact the Fund with respect to, for example, the value of Fund portfolio holdings and/or prices paid to or received by the Fund on its portfolio transactions
and/or the Fund's ability to obtain or dispose of portfolio securities. Related considerations are discussed elsewhere in this SAI under “Brokerage Transactions and Investment Allocation.”
Financial Indices Investment
Risk
Financial indices in which a Fund may invest or gain exposure to will be subject to periodic rebalancing. Rebalancing involves an adjustment to the weightings or components in a financial index in order to meet the
index provider's methodology requirements. Where rebalancing occurs, a Fund may adjust its exposure or investment in the financial index to reflect the rebalancing that has occurred. Any rebalancing or investment by
the index may result in a Fund incurring certain related costs (including, but not limited to, brokerage or counterparty costs). In the event that the weighting of a stock in a financial index exceeds the investment
restrictions applicable to the Fund, the Adviser will review the level of investment in the financial index with a view to returning the Fund to compliance. This may also result in additional costs to the Fund.
Cybersecurity Risk
Like
other funds and business enterprises, Federated's business relies on the security and reliability of information and communications technology, systems and networks. Federated uses digital technology, including, for
example, networked systems, email and the Internet, to conduct business operations and engage clients, customers, employees, products, accounts, shareholders, and relevant service providers, among others. Federated,
as well as its funds and certain service providers, also generate, compile and process information for purposes of preparing and making filings or reports to governmental agencies, and a cybersecurity attack or
incident that impacts that information,
or the generation and filing processes, may prevent required regulatory filings and reports from being made. The use of the Internet and other electronic media and technology exposes the Fund, the Fund's shareholders,
and the Fund's service providers, and their respective operations, to potential risks from cybersecurity attacks or incidents (collectively, “cyber-events”).
Cyber-events can result from intentional (or deliberate) attacks or unintentional events by insiders or third parties, including cybercriminals, competitors, nation-states and “hacktivists,” among
others. Cyber-events may include, for example, phishing, use of stolen access credentials, unauthorized access to systems, networks or devices (such as, for example, through “hacking” activity), structured
query language attacks, infection from or spread of malware, ransomware, computer viruses or other malicious software code, corruption of data, and attacks (including, but not limited to, denial of service attacks on
websites) which shut down, disable, slow, impair or otherwise disrupt operations, business processes, technology, connectivity or website or internet access, functionality or performance. Like other funds and business
enterprises, the Fund and its service providers have experienced, and will continue to experience, cyber-events consistently. In addition to intentional cyber-events, unintentional cyber-events can occur, such as, for
example, the inadvertent release of confidential information. To date, cyber-events have not had a material adverse effect on the Fund's business operations or performance.
Cyber-events can affect, potentially in a material way, Federated's relationships with its clients, customers, employees, products, accounts, shareholders and relevant service providers. Any cyber-event could
adversely impact the Fund and its shareholders and cause the Fund to incur financial loss and expense, as well as face exposure to regulatory penalties, reputational damage and additional compliance costs associated
with corrective measures. A cyber-event may cause the Fund, or its service providers, to lose proprietary information, suffer data corruption, lose operational capacity (such as, for example, the loss of the ability
to process transactions, calculate the Fund's NAV, or allow shareholders to transact business or other disruptions to operations), and/or fail to comply with applicable privacy and other laws. Among other potentially
harmful effects, cyber-events also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support the Fund and its service providers. In addition,
cyber-events affecting issuers in which the Fund invests could cause the Fund's investments to lose value.
The
Fund's Adviser and its relevant affiliates have established risk management systems reasonably designed to seek to reduce the risks associated with cyber-events. The Fund's Adviser employs various measures aimed at
mitigating cybersecurity risk, including, among others, use of firewalls, system segmentation, system monitoring, virus scanning, periodic penetration testing, employee phishing training and an employee cybersecurity
awareness campaign. Among other vendor management efforts, Federated also conducts due diligence on key service providers (or vendors) relating to cybersecurity. Federated has established a committee to oversee
Federated's information security and data governance efforts, and updates on cyber-events and risks are reviewed with relevant committees, as well as Federated's and the Fund's Boards of Directors or Trustees, on a
periodic (generally quarterly) basis (and more frequently when circumstances warrant) as part of risk management oversight responsibilities. However, there is no guarantee that the efforts of Federated, the Fund's
Adviser or its affiliates, or other service providers, will succeed, either entirely or partially as there are limits on Federated's and the Fund's ability to prevent or mitigate cyber-events. Among other reasons, the
cybersecurity landscape is constantly evolving, the nature of malicious cyber-events is becoming increasingly sophisticated and the Fund's Adviser, and its relevant affiliates, cannot control the cyber systems and
cybersecurity systems of issuers or third-party service providers.
Investment Objective
(and Policies) and Investment Limitations
The
Fund's investment objective is to provide long-term capital appreciation alongside positive societal impact. The investment objective may be changed by the Fund's Board without shareholder approval.
The
Fund will seek to achieve its investment objective by investing primarily in equity and/or equity-related securities of, or relating to, small and mid-capitalization companies domiciled in, or that derive their income
from, developed and emerging markets. These companies will be listed and/or traded on a regulated market worldwide.
The
Fund is actively managed by the Adviser. The Fund may, from time to time, determine to include information in its marketing materials in relation to the performance of an index or benchmark. For the avoidance of doubt
the Fund's objective is not to track the performance of an index or benchmark. The Fund does not charge any performance fees and, accordingly, no fees are paid to the Adviser on the basis of outperformance of an index
or benchmark.
Investment limitations
Diversification
With
respect to securities comprising 75% of the value of its total assets, the Fund will not purchase securities of any one issuer (other than cash; cash items; securities issued or guaranteed by the government of the
United States or its agencies or instrumentalities and repurchase agreements collateralized by such U.S. government securities; and securities of other investment companies) if, as a result, more than 5% of the value
of its total assets would be invested in the securities of that issuer, or the Fund would own more than 10% of the outstanding voting securities of that issuer.
Concentration
The
Fund will not make investments that will result in the concentration of its investments in the securities of issuers primarily engaged in the same industry or group of industries. For purposes of this restriction, the
term concentration has the meaning set forth in the Investment Company Act of 1940 (“1940 Act”), any rule or order thereunder, or any SEC staff interpretation thereof. Government securities and municipal
securities will not be deemed to constitute an industry.
Underwriting
The
Fund may not underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition or resale of its portfolio securities, under circumstances where it may
be considered to be an underwriter under the Securities Act of 1933.
Investing in Commodities
The
Fund may not purchase or sell physical commodities, provided that the Fund may purchase securities of companies that deal in commodities. For purposes of this restriction, investments in transactions involving futures
contracts and options, forward currency contracts, swap transactions and other financial contracts that settle by payment of cash are not deemed to be investments in commodities.
Investing in Real Estate
The
Fund may not purchase or sell real estate, provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests
therein, or investing in securities that are secured by real estate or interests therein. The Fund may exercise its rights under agreements relating to such securities, including the right to enforce security
interests and to hold real estate acquired by reason of such enforcement until that real estate can be liquidated in an orderly manner.
Borrowing Money and Issuing Senior
Securities
The
Fund may borrow money, directly or indirectly, and issue senior securities to the maximum extent permitted under the 1940 Act, any rule or order there under, or any SEC staff interpretation thereof.
Lending
The
Fund may not make loans, provided that this restriction does not prevent the Fund from purchasing debt obligations, entering into repurchase agreements, lending its assets to broker/dealers or institutional investors
and investing in loans, including assignments and participation interests.
The above
limitations cannot be changed unless authorized by the Board and by the vote of a majority of the Fund's outstanding voting securities, as defined by the 1940 Act, which means the lesser of (a) 67% of the shares of
the Fund present or represented by proxy at a meeting if the holders of more than 50% of the outstanding shares are present or represented at the meeting or (b) more than 50% of the outstanding shares of the Fund. The
following limitations, however, may be changed by the Board without shareholder approval. Shareholders will be notified before any material change in these limitations becomes effective.
Illiquid Securities
The
Fund will not purchase securities for which there is no readily available market, or enter into repurchase agreements or purchase time deposits that the Fund cannot dispose of within seven days, if immediately after
and as a result, the value of such securities would exceed, in the aggregate, 15% of the Fund's net assets.
Purchases on Margin
The
Fund will not purchase securities on margin, provided that the Fund may obtain short-term credits necessary for the clearance of purchases and sales of securities and further provided that the Fund may make margin
deposits in connection with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments.
Pledging Assets
The
Fund will not mortgage, pledge or hypothecate any of its assets, provided that this shall not apply to the transfer of securities in connection with any permissible borrowing or to collateral arrangements in
connection with permissible activities.
Non-Fundamental
Names Rule Policy
The
Fund will invest its assets so that at least 80% of its net assets (plus any borrowing for investment purposes) are invested in equity investments. The Fund will notify shareholders at least 60 days in advance of any
change in its investment policy that would enable the Fund to invest, under normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in equity investments.
Additional Information
For
purposes of the above limitations, the Fund considers certificates of deposit and demand and time deposits issued by a U.S. branch of a domestic bank or savings association having capital, surplus, and undivided
profits in excess of $100,000,000 at the time of investment to be “cash items” and “bank instruments.” Except with respect to borrowing money, if a percentage limitation is adhered to at the
time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such limitation.
In applying the concentration restriction: (a) utility companies will be divided according to their services (for example, gas, gas transmission, electric and telephone will be considered a
separate industry); (b) financial service companies will be classified according to the end users of their services (for example, automobile finance, bank finance and diversified finance will each be considered a
separate industry); (c) asset-backed securities will be classified according to the underlying assets securing such securities; (d) municipal securities shall exclude private activity municipal debt securities, which
are principally backed by the assets and revenues of the non-governmental user of the funds generated by securities issuance; and (e) the Fund will typically consider (i.e., look through to) the concentration of an
investment company in which it invests only if that investment company is itself a concentrated portfolio.
To
conform to the current view of the SEC that only domestic bank deposit instruments may be excluded from industry concentration limitations, as a matter of non-fundamental policy, the Fund will not exclude foreign bank
instruments from industry concentration limitations so long as the policy of the SEC remains in effect. In addition, investments in bank instruments, and investments in certain industrial development bonds funded by
activities in a single industry, will be deemed to constitute investment in an industry, except when held for temporary defensive purposes. The investment of more than 25% of the value of the Fund's total assets in
any one industry will constitute “concentration.”
For purposes of the above limitations, municipal securities are those securities issued by governments or political subdivisions of governments.
In
applying the borrowing limitation, in accordance with Section 18(f)(1) of the 1940 Act and current SEC rules and guidance, the Fund is permitted to borrow money, directly or indirectly, provided that immediately after
any such borrowing, the Fund has asset coverage of at least 300% for all of the Fund's borrowings.
In
applying the Names Rule Policy, the Fund will not consider convertible securities to be equity securities for the purposes of determining whether at least 80% of the Fund's net assets (plus any borrowings for
investment purposes) are invested in equity investments.
What Do Shares Cost?
Determining Market Value of
Securities
A
Share's net asset value (NAV) is determined as of the end of regular trading on the New York Stock Exchange (NYSE) (normally 4:00 p.m. Eastern time) each day the NYSE is open. The Fund calculates the NAV of each class
by valuing the assets allocated to the Share's class, subtracting the liabilities allocated to each class and dividing the balance by the number of Shares of the class outstanding. The NAV for each class of Shares may
differ due to the level of expenses allocated to each class as well as a result of the variance between the amount of accrued investment income and capital gains or losses allocated to each class and the amount
actually distributed to shareholders of each class. The NAV is calculated to the nearest whole cent per Share.
In
calculating its NAV, the Fund generally values investments as follows:
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Equity securities listed on a U.S. securities exchange or traded through the U.S. national market system are valued at their last reported sale price or official closing price in their principal
exchange or market. If a price is not readily available, such equity securities are valued based upon the mean of closing bid and asked quotations from one or more dealers.
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Other equity securities traded primarily in the United States are valued based upon the mean of closing bid and asked quotations from one or more dealers.
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Equity securities traded primarily through securities exchanges and regulated market systems outside the United States are valued at their last reported sale price or official closing price in their
principal exchange or market. These prices may be adjusted for significant events occurring after the closing of such exchanges or market systems as described below. If a price is not readily available, such equity
securities are valued based upon the mean of closing bid and asked quotations from one or more dealers.
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Fixed-income securities are fair valued using price evaluations provided by a pricing service approved by the Board. The methods used by pricing services to determine such price evaluations are
described below. If a price evaluation from a pricing service is not readily available, such fixed-income securities are fair valued based upon price evaluations from one or more dealers.
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Futures contracts listed on exchanges are valued at their reported settlement price. Option contracts listed on exchanges are valued based upon the mean of closing bid and asked quotations reported by
the exchange or from one or more futures commission merchants.
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OTC derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Board. The methods used by pricing services to determine such price evaluations are
described below. If a price evaluation from a pricing service is not readily available, such derivative contracts are fair valued based upon price evaluations from one or more dealers or using a recognized pricing
model for the contract.
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Shares of other mutual funds or non-exchange-traded investment companies are valued based upon their reported NAVs. The prospectuses for these mutual funds explain the circumstances
under which they will use fair value pricing and the effects of using fair value pricing.
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If any
price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, if the Fund cannot obtain price evaluations from a pricing service or from more than one dealer for an
investment within a reasonable period of time as set forth in the Fund's valuation policies and procedures, or if information furnished by a pricing service, in the opinion of the Valuation Committee, is deemed not
representative of the fair value of such security, the Fund will use the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund could
purchase or sell an investment at the price used to calculate the Fund's NAV. The Fund will not use a pricing service or dealer who is an affiliated person of the Adviser to value investments.
Noninvestment assets and liabilities are valued in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The NAV calculation includes expenses, dividend income, interest income, other income and
realized and unrealized investment gains and losses through the date of the calculation. Changes in holdings of investments and in the number of outstanding Shares are included in the calculation not later than the
first business day following such change. Any assets or liabilities denominated in foreign currencies are converted into U.S. dollars using an exchange rate obtained from one or more currency dealers.
The
Fund follows procedures that are common in the mutual fund industry regarding errors made in the calculation of its NAV. This means that, generally, the Fund will not correct errors of less than one cent per Share or
errors that did not result in net dilution to the Fund.
Fair Valuation and Significant
Events Procedures
The
Board has ultimate responsibility for determining the fair value of investments for which market quotations are not readily available. The Board has appointed a Valuation Committee comprised of officers of the Fund,
the Adviser and certain of the Adviser's affiliated companies to assist in determining fair value and in overseeing the calculation of the NAV. The Board has also authorized the use of pricing services recommended by
the Valuation Committee to provide price evaluations of the current fair value of certain investments for purposes of calculating the NAV.
Pricing
Service Valuations.
Based on the recommendations of the Valuation Committee, the Board has authorized the Fund, subject to Board oversight, to use pricing services that provide daily fair
value evaluations of the current value of certain investments, primarily fixed-income securities and OTC derivatives contracts. Different pricing services may provide different price evaluations for the same security
because of differences in their methods of evaluating market values. Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon,
maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers and general market conditions. A pricing service may find it more difficult to apply
these and other factors to relatively illiquid or volatile investments, which may result in less frequent or more significant changes in the price evaluations of these investments. If a pricing service determines that
it does not have sufficient information to use its standard methodology, it may evaluate an investment based on the present value of what investors can reasonably expect to receive from the issuer's operations or
liquidation.
Special
valuation considerations may apply with respect to the Fund's “odd-lot” positions, if any, as the Fund may receive lower prices when it sells such positions than it would receive for sales of institutional
round lot positions. Typically, these securities are valued assuming orderly transactions of institutional round lot sizes, but the Fund may hold or, from time to time, transact in such securities in smaller, odd lot
sizes.
The
Valuation Committee engages in oversight activities with respect to the Fund's pricing services, which includes, among other things, monitoring significant or unusual price fluctuations above predetermined tolerance
levels from the prior day, back-testing of pricing services' prices against actual sale transactions, conducting periodic due diligence meetings and reviews, and periodically reviewing the inputs, assumptions and
methodologies used by these pricing services. If information furnished by a pricing service is not readily available or, in the opinion of the Valuation Committee, is deemed not representative of the fair value of
such security, the security will be fair valued by the Valuation Committee in accordance with procedures established by the Trustees as discussed below in “Fair Valuation Procedures.”
Some
pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a “bid” evaluation). Other pricing services offer both bid evaluations and price evaluations
indicative of a price between the prices bid and asked for the investment (a “mid” evaluation). The Fund normally uses bid evaluations for any U.S. Treasury and Agency securities, mortgage-backed
securities and municipal securities. The Fund normally uses mid evaluations for any other types of fixed-income securities and any OTC derivative contracts.
Fair
Valuation Procedures.
The Board has established procedures for determining the fair value of investments for which price evaluations from pricing services or dealers and market quotations are
not readily available. The procedures define an investment's “fair value” as the price that the Fund might reasonably expect to receive upon its current sale. The procedures assume that any sale would be
made to a willing buyer in the ordinary course of trading. The procedures require consideration of factors that vary based on the type of investment and the information available. Factors that may be considered in
determining an investment's fair value include: (1) the last reported price at which the investment was traded; (2) information provided by dealers or investment analysts regarding the investment or the issuer; (3)
changes in financial conditions and business prospects disclosed in the issuer's financial statements and other reports; (4) publicly announced transactions (such as tender offers and mergers) involving the issuer;
(5) comparisons to other investments or to financial indices that are correlated to the investment; (6) with respect to fixed-income investments, changes in market yields and spreads; (7) with respect to investments
that have been suspended from trading, the circumstances leading to the suspension; and (8) other factors that might affect the investment's value.
The
Valuation Committee is responsible for the day-to-day implementation of these procedures subject to Board oversight. The Valuation Committee may also authorize the use of a financial valuation model to determine the
fair value of a specific type of investment. The Board periodically reviews and approves the fair valuations made by the Valuation Committee and any changes made to the procedures.
Using
fair value to price investments may result in a value that is different from an investment's most recent closing price and from the prices used by other mutual funds to calculate their NAVs. The application of the
fair value procedures to an investment represent a good faith determination of an investment's fair value. There can be no assurance that the Fund could obtain the fair value assigned to an investment if it sold the
investment at approximately the time at which the Fund determines its NAV per share.
Significant Events.
The Board has adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of
the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an
affirmative expectation that the investment's value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the
close of the principal market on which a security is traded, or the time of a price evaluation provided by a pricing service or a dealer, include:
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With respect to securities traded principally in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures contracts;
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Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
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Announcements concerning matters such as acquisitions, recapitalizations or litigation developments, or a natural disaster affecting the issuer's operations or regulatory changes or
market developments affecting the issuer's industry.
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The
Board has adopted procedures whereby the Valuation Committee uses a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has
been a significant trend in the U.S. equity markets or in index futures trading. The pricing service uses models that correlate changes between the closing and opening price of equity securities traded primarily in
non-U.S. markets to changes in prices in U.S.-traded securities and derivative contracts. The pricing service seeks to employ the model that provides the most significant correlation based on a periodic review of the
results. The model uses the correlation to adjust the reported closing price of a foreign equity security based on information available up to the close of the NYSE.
For
other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the fair value of the
investment is determined using the methods discussed above in
“Fair Valuation Procedures.”
The Board has ultimate responsibility for any fair valuations made in response to a significant event.
How is the Fund Sold?
Under
the Distributor's Contract with the Fund, the Distributor (“Federated Securities Corp.”) offers Shares on a continuous, best-efforts basis.
Rule 12b-1 Plan (A Class)
As a
compensation-type plan, the Rule 12b-1 Plan is designed to pay the Distributor for activities principally intended to result in the sale of Shares such as advertising and marketing of Shares (including printing and
distributing prospectuses and sales literature to prospective shareholders and financial intermediaries) and providing incentives to financial intermediaries to sell Shares. The Plan is also designed to cover the cost
of administrative services performed in conjunction with the sale of Shares, including, but not limited to, shareholder services, recordkeeping services and educational services, as well as the costs of implementing
and operating the Plan. The Rule 12b-1 Plan allows the Distributor to contract with financial intermediaries to perform activities covered by the Plan. The Rule 12b-1 Plan is expected to benefit the Fund in a number
of ways. For example, it is anticipated that the Plan will help the Fund attract and retain assets, thus providing cash for orderly portfolio management and Share redemptions and possibly helping to stabilize or
reduce other operating expenses.
In
addition, the Plan is integral to the multiple class structure of the Fund, which promotes the sale of Shares by providing a range of options to investors. The Fund's service providers that receive asset-based fees
also benefit from stable or increasing Fund assets.
The
Fund may compensate the Distributor more or less than its actual marketing expenses. In no event will the Fund pay for any expenses of the Distributor that exceed the maximum Rule 12b-1 Plan fee.
The
maximum Rule 12b-1 Plan fee that can be paid in any one year may not be sufficient to cover the marketing-related expenses the Distributor has incurred. Therefore, it may take the Distributor a number of years to
recoup these expenses.
Regarding the Fund's Class A Shares, the Class A Shares of the Fund currently do not accrue, pay or incur any Rule 12b-1 Plan fee, although the Board of Trustees has adopted a Plan that permits the Class A Shares of
the Fund to accrue, pay and incur a Rule 12b-1 Plan fee of up to a maximum amount of 0.05%, or some lesser amount as the Board of Trustees shall approve from time to time. The Class A Shares of the Fund will not incur
or charge such Rule 12b-1 Plan fees until such time as approved by the Fund's Board of Trustees.
Additional Payments To Financial
Intermediaries
Class A and
Class C Shares Only
The
Distributor may pay out of its own resources amounts to certain financial intermediaries, including broker-dealers, banks, registered investment advisers, independent financial planners and retirement plan
administrators. In some cases, such payments may be made by, or funded from the resources of, companies affiliated with the Distributor (including the Adviser). While Financial Industry Regulatory Authority, Inc.
(FINRA) regulations limit the sales charges that you may bear, there are no limits with regard to the amounts that the Distributor may pay out of its own resources. In addition to the payments which are generally
described herein and in the Prospectus, the financial intermediary also may receive payments under the Rule 12b-1 Plan and/or Service Fees. In connection with these payments, the financial intermediary may elevate the
prominence or profile of the Fund and/or other Federated funds within the financial intermediary's organization by, for example, placement on a list of preferred or recommended funds and/or granting the Distributor
preferential or enhanced opportunities to promote the funds in various ways within the financial intermediary's organization. The same financial intermediaries may receive payments under more than one or all
categories. These payments assist in the Distributor's efforts to support the sale of Shares. These payments are negotiated and may be based on such factors as: the number or value of Shares that the financial
intermediary sells or may sell; the value of client assets
invested; the level and types of
services or support furnished by the financial intermediary; or the Fund's and/or other Federated funds' relationship with the financial intermediary. Not all financial intermediaries receive such payments and the
amount of compensation may vary by intermediary. You should ask your financial intermediary for information about any payments it receives from the Distributor or the Federated funds and any services it provides, as
well as the fees and/or commissions it charges.
The
categories of additional payments are described below.
Supplemental Payments
The
Distributor may make supplemental payments to certain financial intermediaries that are holders or dealers of record for accounts in one or more of the Federated funds. These payments may be based on such factors as:
the number or value of Shares the financial intermediary sells or may sell; the value of client assets invested; or the type and nature of services or support furnished by the financial intermediary.
Processing Support Payments
The
Distributor may make payments to certain financial intermediaries that sell Federated fund shares to help offset their costs associated with client account maintenance support, statement processing and transaction
processing. The types of payments that the Distributor may make under this category include: payment of ticket charges on a per-transaction basis; payment of networking fees; and payment for ancillary services such as
setting up funds on the financial intermediary's mutual fund trading system.
Retirement Plan Program Servicing
Payments
The
Distributor may make payments to certain financial intermediaries who sell Federated fund shares through retirement plan programs. A financial intermediary may perform retirement plan program services itself or may
arrange with a third party to perform retirement plan program services. In addition to participant recordkeeping, reporting or transaction processing, retirement plan program services may include: services rendered to
a plan in connection with fund/investment selection and monitoring; employee enrollment and education; plan balance rollover or separation; or other similar services.
Marketing Support Payments
From
time to time, the Distributor, at its expense, may provide additional compensation to financial intermediaries that sell or arrange for the sale of Shares. Such compensation, provided by the Distributor, may include
financial assistance to financial intermediaries that enable the Distributor to participate in or present at conferences or seminars, sales or training programs for invited registered representatives and other
employees, client entertainment, client and investor events and other financial intermediary-sponsored events.
The
Distributor also may hold or sponsor, at its expense, sales events, conferences and programs for employees or associated persons of financial intermediaries and may pay the travel and lodging expenses of attendees.
The Distributor also may provide, at its expense, meals and entertainment in conjunction with meetings with financial intermediaries. Other compensation may be offered to the extent not prohibited by applicable
federal or state law or regulations, or the rules of any self-regulatory agency, such as FINRA. These payments may vary depending on the nature of the event or the relationship.
For the
year ended December 31, 2017, the following is a list of FINRA member firms that received additional payments from the Distributor or an affiliate. Additional payments may also be made to certain other financial
intermediaries that are not FINRA member firms that sell Federated fund shares or provide services to the Federated funds and shareholders. These firms are not included in this list. Any additions, modifications or
deletions to the member firms identified in this list that have occurred since December 31, 2017, are not reflected. You should ask your financial intermediary for information about any additional payments it receives
from the Distributor.
ADP Broker-Dealer, Inc.
American Enterprise Investment Services, Inc.
American Portfolios Financial Services, Inc.
Ascensus Financial Services, Inc.
AXA Advisors, LLC
B.C. Ziegler and Company
Banc of America Investment Services, Inc.
BB&T Securities, LLC
BMO Harris Financial Advisors, Inc.
Bogart Wealth LLC
Broadridge Business Process Outsourcing, LLC
Cadaret, Grant & Co., Inc.
Callan LLC
Cambridge Investment Research, Inc.
Cary Street Partners and LLC
CBIZ Financial Solutions, Inc.
Cetera Advisors LLC
Cetera Financial Specialists LLC
Cetera Investment Services LLC
Charles Schwab & Company, Inc.
CIBC Asset Management Inc.
Citigroup Global Markets Inc.
Citizens Securities Inc.
Cobiz Wealth LLC
Comerica Securities, Inc.
Commonwealth Financial Network
Concord Wealth Partners
Cuso Financial Services, L.P.
Cutter & Company, Inc.
CVAGS, LLC
Davenport & Company LLC
David Lerner Associates, Inc.
Deutsche Bank Securities Inc.
Edward D. Jones & Co., LP
Epic Advisors, Inc.
FBL Marketing Services, LLC
Fidelity Brokerage Services, Inc.
Fiducia Group, LLC
Fifth Third Securities, Inc.
Financial Concepts Unlimited, Inc.
Financial Planning Consultants Inc.
First Allied Securities, Inc.
FIS Brokerage & Securities Services LLC
FSC Securities Corporation
Girard Securities, Inc.
Global Financial Private Capital, LLC
Goldman, Sachs, & Co. LLC
GWFS Equities, Inc.
H.D. Vest Investment Securities, Inc.
Hand Securities, Inc.
HefrenTillotson, Inc.
HighTower Securities LLC
Highwater Wealth Management, LLC
Hilltop Securities Inc.
Hughes Financial Services LLC
Infinex Investments, Inc.
Institutional Cash Distributors, LLC
Institutional Securities Corporation
Invest Financial Corporation
Investment Professionals, Inc.
J.J.B. Hilliard, W.L. Lyons, LLC
J.P. Morgan Securities LLC
Janney Montgomery Scott LLC
Kestra Investment Services, LLC
Key Investment Services, LLC
KeyBanc Capital Markets, Inc.
Keystone Financial Planning
KMS Financial Services, Inc.
Koesten Hirschmann & Crabtree, Inc.
Laidlaw Asset Management LLC
Lieblong & Associates, Inc.
Lincoln Financial Advisors Corporation
Lincoln Investment Planning, LLC
Lockton Financial Advisors LLC
LPL Financial LLC
M&T Securities Inc.
Merrill Lynch, Pierce, Fenner and Smith Incorporated
Mid Atlantic Capital Corp.
MML Investors Services, LLC
Morgan Stanley Smith Barney LLC
National Financial Services LLC
National Planning Corporation
Nationwide Investment Services Corporation
NBC Securities, Inc.
Niagara International Capital Limited
NYLIFE Distributors LLC
Oneamerica Securities, Inc.
Oppenheimer & Company, Inc.
Paychex Securities Corp.
People's Securities, Inc.
Pershing LLC
PFE Advisors, Inc.
Piper Jaffray & Co.
Planmember Securities Corporation
PNC Investments LLC
Prospera Financial Services, Inc.
Prudential Investment Management Services, LLC
Purshe Kaplan Sterling Investments
Raymond James & Associates, Inc.
RBC Capital Markets, LLC
Resources Investment Advisors, Inc.
Robert W. Baird & Co. Inc.
Royal Alliance Associates Inc.
SagePoint Financial, Inc.
Securian Financial Services, Inc.
Securities America, Inc.
Securities Service Network, Inc.
Security Distributors LLC
Segal Advisors, Inc.
Sentry Advisors, LLC
Sigma Financial Corporation
Soltis Investment Advisors, LLC
Spire Securities LLC
State Street Global Markets, LLC
Stephens Inc.
Sterne, Agee & Leach, Inc.
Stifel, Nicolaus & Company, Incorporated
Summit Brokerage Services, Inc.
Summit Capital, Inc.
Suntrust Robinson Humphrey, Inc.
Synovus Securities, Inc.
TD Ameritrade, Inc.
Thrivent Investment Management, Inc.
TIAA CREF Individual & Institutional Services LLC
The Huntington Investment Company
Transamerica Capital Inc.
Transamerica Financial Advisors, Inc.
U.S. Bancorp Investments, Inc.
UBS Financial Services Inc.
UBS Securities LLC
UMB Financial Services, Inc.
United Planners Financial Services of America
Valor Financial Securities LLC
Vanguard Marketing Corporation
Vining-Sparks IBG, Limited
Partnership
Vision Financial Markets LLC
Voya Financial Advisors, Inc.
Voya Retirement Advisors, LLC
Waddell & Reed, Inc.
Wayne Hummer Investments LLC
Wedbush Morgan Securities Inc.
Wells Fargo Clearing Services LLC
Wells Fargo Securities, LLC
WestPark Capital, Inc.
WFG Investments, Inc.
Woodbury Financial Services, Inc.
XML Financial, LLC
Purchases
In-Kind
You may contact the Distributor to request a purchase of Shares using securities you own. The Fund reserves the right to determine whether to accept your securities and the minimum market value
to accept. The Fund will value your securities in the same manner as it values its assets. An in-kind purchase may be treated as a sale of your securities for federal tax purposes; please consult your tax adviser
regarding potential tax liability.
Redemption
In-Kind
Although the Fund generally intends to pay Share redemptions in cash, it reserves the right, on its own initiative or in response to a shareholder request, to pay the redemption price in whole or in part by a
distribution of the Fund's portfolio securities.
Because the Fund has elected to be governed by Rule 18f-1 under the 1940 Act, the Fund is obligated to pay Share redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1% of the net assets
represented by such Share class during any 90-day period.
Any Share redemption payment greater than this amount will also be in cash unless the Fund elects to pay all or a portion of the remainder of the redemption in portfolio securities, valued in the same way as the
Fund determines its NAV.
Redemption in-kind is not as liquid as a cash redemption. Shareholders receiving the portfolio securities could have difficulty selling them, may incur related transaction costs and would be subject to risks of
fluctuations in the securities' values prior to sale.
Delaware
Statutory Trust Law
The Fund is an organization of the type commonly known as a “Delaware statutory trust.” The Fund's Declaration of Trust provides that the Trustees and officers of the Fund, in their capacity as such,
will not be personally liable for errors of judgment or mistakes of fact or law; but nothing in the Declaration of Trust protects a Trustee against any liability to the Fund or its shareholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. Voting rights are not cumulative, which means that the
holders of more than 50% of the Shares voting for the election of Trustees can elect 100% of the Trustees and, in such event, the holders of the remaining less than 50% of the Shares voting on the matter will not be
able to elect any Trustees.
In the unlikely event a shareholder is held personally liable for the Trust's obligations, the Trust is required by the Declaration of Trust to use its property to protect or compensate the shareholder. On request,
the Trust will defend any claim made and pay any judgment against a shareholder for any act or obligation of the Trust. Therefore, financial loss resulting from liability as a shareholder will occur only if the Trust
itself cannot meet its obligations to indemnify shareholders and pay judgments against them.
Account and
Share Information
Voting Rights
Each Share of the Fund gives the shareholder one vote in Trustee elections and other matters submitted to shareholders for vote.
All Shares of the Trust have equal voting rights, except that in matters affecting only a particular Fund or class, only shares of that Fund or class are entitled to vote.
Trustees may be removed by the Board or by shareholders at a special meeting. A special meeting of shareholders will be called by the Board upon the written request of shareholders who own at least 10% of the
Trust's outstanding Shares of all series entitled to vote.
Tax Information
Federal Income Tax
The
Fund intends to meet requirements of Subchapter M of the Internal Revenue Code (“Code”) applicable to regulated investment companies. If these requirements are not met, it will not receive special tax
treatment and will be subject to federal corporate income tax.
Tax Basis Information
The
Fund's Transfer Agent is required to provide you with the cost basis information on the sale of any of your Shares in the Fund, subject to certain exceptions.
Foreign Investments
If the
Fund purchases foreign securities, its investment income may be subject to foreign withholding or other taxes that could reduce the return on these securities. Tax treaties between the United States and foreign
countries, however, may reduce or eliminate the amount of foreign taxes to which the Fund would be subject. The effective rate of foreign tax cannot be predicted since the amount of Fund assets to be invested within
various countries is uncertain. However, the Fund intends to operate so as to qualify for treaty-reduced tax rates when applicable.
Distributions from the Fund may be based on estimates of book income for the year. Book income generally consists solely of the income generated by the securities in the portfolio, whereas tax-basis income includes,
in addition, gains or losses attributable to currency fluctuation. Due to differences in the book and tax treatment of fixed-income securities denominated in foreign currencies, it is difficult to project currency
effects on an interim basis. Therefore, to the extent that currency fluctuations cannot be anticipated, a portion of distributions to shareholders could later be designated as a return of capital, rather than income,
for income tax purposes, which may be of particular concern to certain trusts.
Certain
foreign corporations may qualify as Passive Foreign Investment Companies (PFIC). There are special rules prescribing the tax treatment of such an investment by the Fund, which could subject the Fund to federal income
tax.
If more
than 50% of the value of the Fund's assets at the end of the tax year is represented by stock or securities of foreign corporations, the Fund will qualify for certain Code provisions that allow its shareholders to
claim a foreign tax credit or deduction on their U.S. income tax returns. The Code may limit a shareholder's ability to claim a foreign tax credit. Shareholders who elect to deduct their portion of the Fund's foreign
taxes rather than take the foreign tax credit must itemize deductions on their income tax returns.
Who Manages and Provides
Services to the Fund?
Board of Trustees
The
Board of Trustees 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 Trustee
and the senior officers of the Fund. Where required, the tables separately list Trustees who are “interested persons” of the Fund (i.e., “Interested” Trustees) and those who are not (i.e.,
“Independent” Trustees). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779. The address of all Independent Trustees
listed is 4000 Ericsson Drive, Warrendale, PA 15086-7561; Attention: Mutual Fund Board. As of December 31, 2017, the Trust comprised one portfolio, and the Federated Fund Complex consisted of 40 investment companies
(comprising 108 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Trustee oversees all portfolios in the Federated Fund Complex and serves for an indefinite term.
qualifications of Independent
Trustees
Individual Trustee qualifications are noted in the “Independent Trustees Background and Compensation” chart. In addition, the following characteristics are among those that were considered for each
existing Trustee and will be considered for any Nominee Trustee.
■
|
Outstanding skills in disciplines deemed by the Independent Trustees to be particularly relevant to the role of Independent Trustee and to the Federated funds, including legal, accounting, business
management, the financial industry generally and the investment industry particularly.
|
■
|
Desire and availability to serve for a substantial period of time, taking into account the Board's current mandatory retirement age of 75 years.
|
■
|
No conflicts which would interfere with qualifying as independent.
|
■
|
Appropriate interpersonal skills to work effectively with other Independent Trustees.
|
■
|
Understanding and appreciation of the important role occupied by Independent Trustees in the regulatory structure governing regulated investment companies.
|
■
|
Diversity of background.
|
interested Trustees Background
and Compensation
Name
Birth Date
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)
|
Aggregate
Compensation
From Fund
(past fiscal year)
|
Total Compensation
From Trust and
Federated Fund Complex
(past calendar year)
|
J. Christopher Donahue*
Birth Date: April 11, 1949
President and Trustee
Indefinite Term
Began serving: May 2017
|
Principal Occupations:
Principal Executive Officer and President of certain of the Funds in the Federated Fund Complex; Director or Trustee of the Funds in the Federated Fund Complex; President, Chief Executive
Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management
Corp.; Chairman and Trustee, Federated Equity Management Company of Pennsylvania; 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.; Chairman, Passport Research, Ltd.
|
$0
|
$0
|
John B. Fisher*
Birth Date: May 16, 1956
Trustee
Indefinite Term
Began serving: May 2017
|
Principal Occupations:
Principal Executive Officer and President of certain of the Funds in the Federated Fund Complex; Director or Trustee of certain of the Funds in the Federated Fund Complex; Vice President,
Federated Investors, Inc.; President, Director/Trustee and CEO, Federated Advisory Services Company, Federated Equity Management Company of Pennsylvania, Federated Global Investment Management Corp., Federated
Investment Counseling, Federated Investment Management Company; President of some of the Funds in the Federated Fund Complex and Director, Federated Investors Trust Company.
Previous Positions:
President and Director of the Institutional Sales Division of Federated Securities Corp.; President and Director of Federated Investment Counseling; President and CEO of Passport Research,
Ltd.; Director, Edgewood Securities Corp.; Director, Federated Services Company; Director, Federated Investors, Inc.; Chairman and Director, Southpointe Distribution Services, Inc. and President, Technology, Federated
Services Company.
|
$0
|
$0
|
*
|
Reasons for “interested” status: J. Christopher Donahue and John B. Fisher are interested due to their beneficial ownership of shares of Federated Investors, Inc. and due to positions they hold with
Federated and its subsidiaries.
|
Independent
Trustees BACKGROUND, qualifications AND COMPENSATION
Name
Birth Date
Positions Held withTrust
Date Service Began
|
Principal Occupation(s) and Other Directorships Held for
Past Five Years, Previous Position(s) and Qualifications
|
Aggregate
Compensation
From Fund
(past fiscal year)+
|
Total Compensation
FromTrust and
Federated Fund Complex
(past calendar year)
|
John T. Collins
Birth Date: January 24, 1947
Trustee
Indefinite Term
Began serving: May 2017
|
Principal Occupations:
Director or Trustee of the Federated Fund Complex; formerly, Chairman and CEO, The Collins Group, Inc. (a private equity firm) (Retired).
Other Directorships Held:
Director, Current Chair of the Compensation Committee, KLX Corp.
Qualifications:
Mr. Collins has served in several business and financial management roles and directorship positions throughout his career. Mr. Collins previously served as Chairman and CEO, The Collins
Group, Inc. (a private equity firm). Mr. Collins serves as Chairman Emeriti, Bentley University. Mr. Collins previously served as Director and Audit Committee Member, Bank of America Corp.; Director, FleetBoston
Financial Corp.; and Director, Beth Israel Deaconess Medical Center (Harvard University Affiliate Hospital).
|
$0
|
$275,000
|
Name
Birth Date
Positions Held withTrust
Date Service Began
|
Principal Occupation(s) and Other Directorships Held for
Past Five Years, Previous Position(s) and Qualifications
|
Aggregate
Compensation
From Fund
(past fiscal year)+
|
Total Compensation
FromTrust and
Federated Fund Complex
(past calendar year)
|
G. Thomas Hough
Birth Date: February 28, 1955
Trustee
Indefinite Term
Began serving: May 2017
|
Principal Occupations:
Director or Trustee of the Federated Fund Complex; formerly, Vice Chair, Ernst & Young LLP (public accounting firm) (Retired).
Other Directorships Held:
Director, Chair of the Audit Committee, Governance Committee, Publix Super Markets, Inc.; Director, Member of the Audit Committee and Technology Committee of Equifax, Inc.
Qualifications:
Mr. Hough has served in accounting, business management and directorship positions throughout his career. Mr. Hough most recently held the position of Americas Vice Chair of Assurance with
Ernst & Young LLP (public accounting firm). Mr. Hough is an Executive Committee member of the United States Golf Association; he serves on the President's Cabinet and Business School Board of Visitors for the
University of Alabama and is on the Business School Board of Visitors for Wake Forest University.
|
$0
|
$275,000
|
Maureen Lally-Green
Birth Date: July 5, 1949
Trustee
Indefinite Term
Began serving: May 2017
|
Principal Occupations:
Director or Trustee of the Federated Fund Complex; Dean of the Duquesne University School of Law; Professor and Adjunct Professor of Law, Duquesne University School of Law; formerly,
Interim Dean of the Duquesne University School of Law; formerly, Associate General Secretary and Director, Office of Church Relations, Diocese of Pittsburgh.
Other Directorships Held:
Director, CNX Resources Corporation (formerly known as CONSOL Energy Inc.).
Qualifications:
Judge Lally-Green has served in various legal and business roles and directorship positions throughout her career. Judge Lally-Green previously served as a member of the Superior Court of
Pennsylvania and as a Professor of Law, Duquesne University School of Law. Judge Lally-Green also currently holds the positions on not for profit or for profit boards of directors as follows: Director and Chair, UPMC
Mercy Hospital; Director and Vice Chair, Our Campaign for the Church Alive!, Inc.; Director, Saint Vincent College; Member, Pennsylvania State Board of Education (public); and Director CNX Resources Corporation
(formerly known as CONSOL Energy Inc.). Judge Lally-Green has held the positions of: Director, Auberle; Director, Epilepsy Foundation of Western and Central Pennsylvania; Director, Ireland Institute of Pittsburgh;
Director, Saint Thomas More Society; Director and Chair, Catholic High Schools of the Diocese of Pittsburgh, Inc.; Director, Pennsylvania Bar Institute; Regent, St. Vincent Seminary; and Director and Chair, North
Catholic High School, Inc.
|
$0
|
$275,000
|
Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
Trustee
Indefinite Term
Began serving: May 2017
|
Principal Occupations:
Director or Trustee of the Federated Fund Complex; Management Consultant.
Other Directorships Held:
None.
Qualifications:
Mr. Mansfield has served as a Marine Corps officer and in several banking, business management, educational roles and directorship positions throughout his long career. He remains active
as a Management Consultant.
|
$0
|
$250,000
|
Name
Birth Date
Positions Held withTrust
Date Service Began
|
Principal Occupation(s) and Other Directorships Held for
Past Five Years, Previous Position(s) and Qualifications
|
Aggregate
Compensation
From Fund
(past fiscal year)+
|
Total Compensation
FromTrust and
Federated Fund Complex
(past calendar year)
|
Thomas M. O'Neill
Birth Date: June 14, 1951
Trustee
Indefinite Term
Began serving: May 2017
|
Principal Occupations:
Director or Trustee, Chair of the Audit Committee of the Federated Fund Complex; Sole Proprietor, Navigator Management Company (investment and strategic consulting).
Other Directorships Held:
None.
Qualifications:
Mr. O'Neill has served in several business, mutual fund and financial management roles and directorship positions throughout his career. Mr. O'Neill serves as Director, Medicines for
Humanity and Director, The Golisano Children's Museum of Naples, Florida. Mr. O'Neill previously served as Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment
Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; Credit
Analyst and Lending Officer, Fleet Bank; Director and Consultant, EZE Castle Software (investment order management software); and Director, Midway Pacific (lumber).
|
$0
|
$300,000
|
P. Jerome Richey
Birth Date: February 23, 1949
Trustee
Indefinite Term
Began serving: May 2017
|
Principal Occupations:
Director or Trustee of the Federated Fund Complex; Management Consultant; formerly, Senior Vice Chancellor and Chief Legal Officer, University of Pittsburgh and Executive Vice President
and Chief Legal Officer, CNX Resources Corporation (formerly known as CONSOL Energy Inc.).
Other Directorships Held:
None.
Qualifications:
Mr. Richey has served in several business and legal management roles and directorship positions throughout his career. Mr. Richey most recently held the positions of Senior Vice Chancellor
and Chief Legal Officer, University of Pittsburgh. Mr. Richey previously served as Chairman of the Board, Epilepsy Foundation of Western Pennsylvania and Chairman of the Board, World Affairs Council of Pittsburgh. Mr.
Richey previously served as Chief Legal Officer and Executive Vice President, CNX Resources Corporation (formerly known as CONSOL Energy Inc.) and Board Member, Ethics Counsel and Shareholder, Buchanan Ingersoll &
Rooney PC (a law firm).
|
$0
|
$250,000
|
John S. Walsh
Birth Date: November 28, 1957
Trustee
Indefinite Term
Began serving: May 2017
|
Principal Occupations:
Director or Trustee and Chair of the Board of Directors or Trustees, of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters);
President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.
Other Directorships Held:
None.
Qualifications:
Mr. Walsh has served in several business management roles and directorship positions throughout his career. Mr. Walsh previously served as Vice President, Walsh & Kelly, Inc. (paving
contractors).
|
$0
|
$250,000
|
+
|
Because the Fund is a new portfolio of the Trust, Trustee compensation has not yet been earned and will be reported following the Fund's next fiscal year.
|
OFFICERS*
Name
Birth Date
Address
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) and Previous Position(s)
|
Lori A. Hensler
Birth Date: January 6, 1967
Treasurer
Officer since: May 2017
|
Principal Occupations:
Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated
Securities Corp. and Edgewood Services, Inc.; and Assistant Treasurer, Federated Investors Trust Company. Ms. Hensler has received the Certified Public Accountant designation.
Previous Positions:
Controller of Federated Investors, Inc.; Senior Vice President and Assistant Treasurer, Federated Investors Management Company; Treasurer, Federated Investors Trust Company; Assistant
Treasurer, Federated Administrative Services, Federated Administrative Services, Inc., Federated Securities Corp., Edgewood Services, Inc., Federated Advisory Services Company, Federated Equity Management Company of
Pennsylvania, Federated Global Investment Management Corp., Federated Investment Counseling, Federated Investment Management Company, Passport Research, Ltd. and Federated MDTA, LLC; Financial and Operations Principal
for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.
|
Peter J. Germain
Birth Date: September 3, 1959
CHIEF LEGAL OFFICER, SECRETARY and EXECUTIVE VICE PRESIDENT
Officer since: May 2017
|
Principal Occupations:
Mr. Germain is Chief Legal Officer, Secretary and Executive Vice President of the Federated Fund Complex. He is General Counsel, Chief Legal Officer, Secretary and Executive Vice
President, Federated Investors, Inc.; Trustee and Senior Vice President, Federated Investors Management Company; Trustee and President, Federated Administrative Services; Director and President, Federated
Administrative Services, Inc.; Director and Vice President, Federated Securities Corp.; Director and Secretary, Federated Private Asset Management, Inc.; Secretary, Federated Shareholder Services Company; and
Secretary, Retirement Plan Service Company of America. Mr. Germain joined Federated in 1984 and is a member of the Pennsylvania Bar Association.
Previous Positions:
Deputy General Counsel, Special Counsel, Managing Director of Mutual Fund Services, Federated Investors, Inc.; Senior Vice President, Federated Services Company; and Senior Corporate
Counsel, Federated Investors, Inc.
|
Richard B. Fisher
Birth Date: May 17, 1923
Vice President
Officer since: May 2017
|
Principal Occupations:
Vice Chairman or Vice President of some of the Funds in the Federated Fund Complex; Vice Chairman, Federated Investors, Inc.; Chairman, Federated Securities Corp.
Previous Positions:
President and Director or Trustee of some of the Funds in the Federated Fund Complex; Executive Vice President, Federated Investors, Inc.; Director and Chief Executive Officer, Federated
Securities Corp.
|
Stephen Van Meter
Birth Date: June 5, 1975
CHIEF COMPLIANCE OFFICER AND SENIOR VICE PRESIDENT
Officer since: May 2017
|
Principal Occupations:
Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc. and Chief Compliance Officer of
certain of its subsidiaries. Mr. Van Meter joined Federated in October 2011. He holds FINRA licenses under Series 3, 7, 24 and 66.
Previous Positions:
Mr. Van Meter previously held the position of Compliance Operating Officer, Federated Investors, Inc. Prior to joining Federated, Mr. Van Meter served at the United States Securities and
Exchange Commission in the positions of Senior Counsel, Office of Chief Counsel, Division of Investment Management and Senior Counsel, Division of Enforcement.
|
Stephen F. Auth
Birth Date: September 13, 1956
101 Park Avenue
41
st
Floor
New York, NY 10178
CHIEF INVESTMENT OFFICER
Officer since: May 2017
|
Principal Occupations:
Stephen F. Auth is Chief Investment Officer of various Funds in the Federated Fund Complex; Executive Vice President, Federated Investment Counseling, Federated Global Investment
Management Corp. and Federated Equity Management Company of Pennsylvania.
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.
|
*
|
Officers do not receive any compensation from the Fund.
|
In addition, the Fund has appointed
an Anti-Money Laundering Compliance Officer.
DIRECTOR/TRUSTEE EMERITUS
PROGRAM
The
Board has created a position of Director/Trustee Emeritus, whereby an incumbent Director/Trustee who has attained the age of 75 and completed a minimum of five years of service as a director/trustee, may, in the sole
discretion of the Committee of Independent Directors/Trustees (“Committee”), be recommended to the full Board of Directors/Trustees of the Fund to serve as Director/Trustee Emeritus.
A
Director/Trustee Emeritus that has been approved as such receives an annual fee in an amount equal to a percent of the annual base compensation paid to a Director/Trustee. Effective August 16, 2013, in the case of a
Director/Trustee Emeritus who had previously served at least five years but less than 10 years as a Director/Trustee, the percent will be 10%. In the case of a Director/Trustee Emeritus who had previously served at
least 10 years as a Director/Trustee, the percent will be 20%. Directors/Trustees Emeritus appointed prior to August 16, 2013 are paid 20% of the annual base compensation. In addition, the Director/Trustee Emeritus
will be reimbursed for any expenses incurred in connection with their service, including expenses of travel and lodging incurred in attendance at Board meetings. Director/Trustee Emeritus will continue to receive
relevant materials
concerning the Funds, will be expected
to attend at least one regularly scheduled quarterly meeting of the Board of Directors/Trustees each year and will be available to consult with the Committees or its representatives at reasonable times as requested by
the Chairman; however, a Director/Trustee Emeritus does not have any voting rights at Board meetings and is not subject to election by shareholders of the Funds.
The
Director/Trustee Emeritus will be permitted to serve in such capacity at the pleasure of the Committee, but the annual fee will cease to be paid at the end of the calendar year during which he or she has attained the
age of 80 years, thereafter the position will be honorary.
The
following table shows the fees paid to each Director/Trustee Emeritus for the Fund's most recently ended fiscal year and the portion of that fee paid by the Fund or Trust.
1
EMERITUS Trustees and
Compensation
Director/Trustee Emeritus
|
Compensation
From Fund
(past fiscal year)
|
Total
Compensation
Paid to
Director/Trustee
Emeritus
1
|
Nicholas Constantakis
|
$0.00
|
$50,000.00
|
Peter E. Madden
2
|
$0.00
|
$
0.00
|
Robert J. Nicholson
|
$0.00
|
$49,907.08
|
James F. Will
|
$0.00
|
$50,000.00
|
1
|
The
fees paid to each Director/Trustee are allocated among the funds that were in existence at the time the Director/Trustee elected Emeritus status, based on each fund's net assets at that time.
|
2
|
Peter Madden retired from the Federated Fund Board of Directors/Trustees on December 31, 2017. On February 13, 2018, Mr. Madden was elected Emeritus Director/Trustee for which he will begin to receive
compensation over the course of 2018. Until December 31, 2017, Mr. Madden was compensated as a Director/Trustee of the Federated Fund Complex.
|
BOARD LEADERSHIP STRUCTURE
As
required under the terms of certain regulatory settlements, the Chairman of the Board is not an interested person of the Fund and neither the Chairman, nor any firm with which the Chairman is affiliated, has a prior
relationship with Federated or its affiliates or (other than his position as a Trustee) with the Fund.
Committees of the Board
Board
Committee
|
Committee
Members
|
Committee Functions
|
Meetings Held
During Last
Fiscal Year
|
Executive
|
J. Christopher Donahue
John T. Collins
John S. Walsh
|
In between meetings of the full Board, the Executive Committee generally may exercise all the powers of the full Board in the
management and direction of the business and conduct of the affairs of the Trust in such manner as the Executive Committee shall deem to be in the best interests of the Trust. However, the Executive Committee cannot
elect or remove Board members, increase or decrease the number of Trustees, elect or remove any Officer, declare dividends, issue shares or recommend to shareholders any action requiring shareholder approval.
|
One
|
Audit
|
John T. Collins
G. Thomas Hough
Maureen Lally-Green
Thomas M. O'Neill
|
The purposes of the Audit Committee are to oversee the accounting and financial reporting process of the Fund, the Fund's
internal control over financial reporting and the quality, integrity and independent audit of the Fund's financial statements. The Committee also oversees or assists the Board with the oversight of compliance with
legal requirements relating to those matters, approves the engagement and reviews the qualifications, independence and performance of the Fund's independent registered public accounting firm, acts as a liaison between
the independent registered public accounting firm and the Board and reviews the Fund's internal audit function.
|
Zero
|
Board
Committee
|
Committee
Members
|
Committee Functions
|
Meetings Held
During Last
Fiscal Year
|
Nominating
|
John T. Collins
G. Thomas Hough
Maureen Lally-Green
Charles F. Mansfield, Jr.
Thomas M. O'Neill
P. Jerome Richey
John S. Walsh
|
The Nominating Committee, whose members consist of all Independent Trustees, selects and nominates persons for election to the
Fund's Board when vacancies occur. The Committee will consider candidates recommended by shareholders, Independent Trustees, officers or employees of any of the Fund's agents or service providers and counsel to the
Fund. Any shareholder who desires to have an individual considered for nomination by the Committee must submit a recommendation in writing to the Secretary of the Fund, at the Fund's address appearing on the back
cover of this SAI. The recommendation should include the name and address of both the shareholder and the candidate and detailed information concerning the candidate's qualifications and experience. In identifying and
evaluating candidates for consideration, the Committee shall consider such factors as it deems appropriate. Those factors will ordinarily include: integrity, intelligence, collegiality, judgment, diversity, skill,
business and other experience, qualification as an “Independent Trustee,” the existence of material relationships which may create the appearance of a lack of independence, financial or accounting
knowledge and experience and dedication and willingness to devote the time and attention necessary to fulfill Board responsibilities.
|
Zero
|
BOARD'S ROLE IN RISK OVERSIGHT
The
Board's role in overseeing the Fund's general risks includes receiving performance reports for the Fund and risk management reports from Federated's Chief Risk Officer at each regular Board meeting. The Chief Risk
Officer is responsible for enterprise risk management at Federated, which includes risk management committees for investment management and for investor services. The Board also receives regular reports from the
Fund's Chief Compliance Officer regarding significant compliance risks.
On
behalf of the Board, the Audit Committee plays a key role overseeing the Fund's financial reporting and valuation risks. The Audit Committee meets regularly with the Fund's Principal Financial Officer and outside
auditors, as well as with Federated's Chief Audit Executive to discuss financial reporting and audit issues, including risks relating to financial controls.
Board Ownership Of Shares In The
Fund And In The Federated Family Of Investment Companies As Of December 31, 2017
Interested Board
Member Name
|
Dollar Range of
Shares Owned in
Federated Hermes SDG Engagement Equity Fund
|
Aggregate
Dollar Range of
Shares Owned in
Federated Family of
Investment Companies
|
J. Christopher Donahue
|
None
|
Over $100,000
|
John B. Fisher
|
None
|
Over $100,000
|
Independent Board
Member Name
|
|
|
John T. Collins
|
None
|
Over $100,000
|
G. Thomas Hough
|
None
|
Over $100,000
|
Maureen Lally-Green
|
None
|
Over $100,000
|
Charles F. Mansfield, Jr.
|
None
|
$50,001-$100,000
|
Thomas M. O'Neill
|
None
|
Over $100,000
|
P. Jerome Richey
|
None
|
Over $100,000
|
John S. Walsh
|
None
|
Over $100,000
|
Investment
Adviser AND SUB-ADVISER
Fed
Global, as the investment adviser, is responsible for the supervision of the sub-adviser's services to the Fund and, subject to general oversight of the Board, manages and supervises the investment operations and
business affairs of the Fund. Hermes, as the sub-adviser, conducts investment research and makes investment decisions for the Fund, subject to the supervision of Fed Global.
Fed
Global is a wholly owned subsidiary of Federated. Hermes is a majority owned subsidiary of Federated.
Neither
Fed Global nor Hermes shall be liable to the Fund or any Fund shareholder for any losses that may be sustained in the purchase, holding, or sale of any security or for anything done or omitted by it, except acts or
omissions involving willful misfeasance, bad faith, gross negligence or reckless disregard of the duties imposed upon it by its contract with the Fund.
Portfolio Manager Information
As a
general matter, certain conflicts of interest may arise in connection with a portfolio manager's management of a fund's investments, on the one hand, and the investments of other funds/pooled investment vehicles or
accounts (collectively, including the Fund, as applicable, “accounts”) for which the portfolio manager is responsible, on the other. For example, it is possible that the various accounts managed could have
different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more
than one account, possible conflicts could arise in determining how to allocate them.
Hermes
Investment Management Limited and its affiliates (“Hermes Advisory Companies”) are not wholly-owned subsidiaries of Federated Investors, Inc., unlike Federated Global Investment Management Corp. and other
wholly-owned advisory companies of Federated Investors, Inc. (“Federated Advisory Companies”) (collectively, the “Advisory Companies”). Therefore, actual or potential conflicts could arise to
the extent the Advisory Companies may share material non-public information (MNPI). In order to address such potential conflicts and protect client interests, information barriers have been established between the
Federated Advisory Companies and the Hermes Advisory Companies such that personnel of the Hermes Advisory Companies and of the Federated Advisory Companies are generally precluded from sharing investment-related
information, including MNPI, across the barriers. In addition, there will be no integration or allocation of trades between the Advisory Companies and neither of the Advisory Companies will exercise investment
discretion over accounts managed by the other. To the extent that applicable U.S. and U.K. law, and the laws of certain other jurisdictions, require the Advisory Companies to make regulatory filings that may require
sharing of MNPI, the Advisory Companies have implemented internal controls which require that such information will be shared only among such limited personnel as is necessary to make accurate and timely regulatory
filings and to maintain proper trading limitations. The Advisory Companies will generally operate as unaffiliated entities subject to their own internal personal dealing, trade allocation, and side by side management
policies. In any limited situation in which the Federated Advisory Companies may “need to know” certain investment-related information from Hermes Advisory Companies, or vice versa, written approval,
requiring certain conditions, must be granted by the Chief Compliance Officer of the Advisory Companies.
Other
potential conflicts can include, for example, conflicts created by specific portfolio manager compensation arrangements (including, for example, the allocation or weighting given to the performance of the Fund or
other accounts or activities for which the portfolio manager is responsible in calculating the portfolio manager's compensation), and conflicts relating to selection of brokers or dealers to execute Fund portfolio
trades and/or specific uses of commissions from Fund portfolio trades (for example, research or “soft dollars”). The Adviser has adopted policies and procedures and has structured the portfolio managers'
compensation in a manner reasonably designed to safeguard the Fund from being negatively affected as a result of any such potential conflicts.
The following information about the Fund's Portfolio Manager is provided as of September 30, 2018.
Hamish Galpin, Portfolio
Manager
Types of Accounts Managed
by Hamish Galpin
|
Total Number of Additional
Accounts Managed/Total Assets*
|
Registered Investment Companies
|
0/$0
|
Other Pooled Investment Vehicles
|
2/$355.7 million
|
Other Accounts
|
3/$1.6 billion
|
*
|
None of the Accounts has an advisory fee that is based on the performance of the account.
|
Dollar value range of shares owned
in the Fund: None.
Hamish
Galpin is paid a competitive fixed base salary and a discretionary annual incentive. The annual incentive amount is determined by considering investment performance of all products managed, as well as the individual's
performance. Any other factors deemed relevant may also be considered (and may be adjusted periodically). The bonus pool is calculated at an aggregate firm-wide level. Investment managers are encouraged to focus
purely on delivering performance and managing capacity in the best interests of clients.
A
portion of Mr. Galpin's annual incentive may be treated as deferred compensation. The deferral period is three years. At least 50% of the deferred component of Mr. Galpin's bonus is notionally co-invested in the
strategies that he manages. The percentage deferred may exceed 50% if the total combined annual incentive reaches certain levels.
Additionally, Hermes has established a long-term incentive plan that allows participants to benefit from ownership of restricted Hermes shares, held by an employee benefit trust, in the business. Award holders are
eligible to receive dividends from the first year of award. Participants are proposed by the Executive Committee based on a range of factors and approved by the Remuneration Committee, which oversees the scheme.
Services Agreement
Federated Advisory Services Company, an affiliate of the Adviser, provides research, quantitative analysis, equity trading and transaction settlement and certain support services to the Adviser. The fee for these
services is paid by the Adviser and not by the Fund.
Other Related Services
Affiliates of the Adviser may, from time to time, provide certain electronic equipment and software to institutional customers in order to facilitate the purchase of Fund Shares offered by the Distributor.
Code Of Ethics Restrictions On
Personal Trading
As required by Rule 17j-1 of the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act (as applicable), the Fund, its Adviser, its sub-adviser Hermes (the
“Sub-Adviser”), and its Distributor have adopted codes of ethics. These codes govern securities trading activities of investment personnel, Fund Trustees and certain other employees. Although they do
permit these people to trade in securities, including those that the Fund could buy, as well as Shares of the Fund, they also contain significant safeguards designed to protect the Fund and its shareholders from
abuses in this area, such as requirements to obtain prior approval for, and to report, particular transactions.
PROXY VOTING POLICIES AND
PROCEDURES
The
Board has delegated to the Adviser, and the Adviser has in turn delegated to Hermes (the “Sub-Adviser”), the authority to vote proxies on the securities held in the Fund's portfolio. The Sub-Adviser has
established a Governance Committee (“Governance Committee”) to oversee all engagement and proxy voting activities related to the Fund.
Overview
The
Sub-Adviser's Corporate Governance and Responsible Investment Guidelines (any corporate governance and/or responsible investment policies adopted by The Sub-Adviser from time to time) inform its investment beliefs and
provide a framework for engagement with investee companies and the exercising of voting rights.
The
Sub-Adviser expects investee companies at a minimum to observe accepted corporate governance standards in their local markets or explain why not doing so is in the best interests of shareholders. The Sub-Adviser views
engagement as a critical activity because it provides the Sub-Adviser with an opportunity to improve its understanding of the investee company and its governance structures. This understanding is a significant input
for voting decisions.
Procedures
The
Fund has hired the Sub-Adviser to manage its assets and to execute the stewardship program, which includes company engagement and voting. The Sub-Adviser will use its dedicated stewardship team, Hermes Equity
Ownership Services (HEOS) to assist the client with engagement with investee companies and provide voting recommendations, informed by company disclosure, engagement with the company, and research from external
research providers, including Institutional Shareholder Services (ISS).
While
HEOS' voting recommendation will inform the Sub-Adviser's assessment, the Sub-Adviser will make a final judgement, with a view to its fiduciary obligations to its clients and the Fund's stated investment
objectives.
The
Sub-Adviser retains ISS for its administrative voting infrastructure. Besides providing an electronic voting platform, ISS's service includes ballot collection, reconciliation, and proxy voting bookkeeping.
Conflicts of Interest
The
Sub-Adviser seeks always to act in the client's best interests, and takes all reasonable steps to identify conflicts of interest and maintain and operate arrangements to minimise the possibility of such conflicts
giving rise to a material risk of damage to the interests of clients. In fulfilling its commitment to being good stewards of those companies in which client assets are invested through engagement and voting, the
Sub-Adviser may encounter potential conflicts of interest. The Sub-Adviser has adopted a Stewardship Conflicts of Interest Policy designed to ensure that such conflicts are identified and managed fairly, and that
proxies are voted in a manner that prioritises the long-term value of the companies concerned rather than the interests of the Sub-Adviser, HEOS or any affiliates. This policy is disclosed on the Sub-Adviser's website
and is outlined in the Sub-Adviser's Global Stewardship Code Statement.
When any Sub-Adviser or HEOS staff member recognises a potential conflict of interest, he or she must raise it with their line manager. Among other conflicts, our policies require that staff
members identify conflicts of interest arising from engagements with companies in which (i) the Sub-Adviser, HEOS or its affiliates have a material interest; (ii) individuals, including portfolio managers or HEOS
engagers, have personal investments or some material personal relationship with a relevant individual; and (iii) the Sub-Adviser's third party fund management or stewardship service clients or prospective clients have
a material interest. Where a staff member has a personal connection with a company, he or she is required to make this known and is not involved in any relevant engagement activities or voting recommendations.
A
register of instances of conflicts as they arise is maintained by the Sub-Adviser. In those circumstances where a conflict exists or there is a difference opinion between different Sub-Adviser staff members, the vote
recommendation will be escalated to the Governance Committee for decision. Where the Governance Committee is unable to agree, then the CEO of the Sub-Adviser will adjudicate. All such instances will be reported to an
independent sub-committee of the Sub-Adviser's Board.
Securities Lending
The
Sub-Adviser does not engage in securities lending.
Record Keeping
The
Sub-Adviser maintains the following records with respect to proxy voting:
■
|
A copy of proxy voting policies and procedures;
|
■
|
A copy of all proxy statements received (the Sub-Adviser may rely on a third party to satisfy this requirement);
|
■
|
A record of each vote cast by the Fund (the Sub-Adviser may rely on a third party to satisfy this requirement);
|
■
|
A copy of any document prepared by the Sub-Adviser that was material to making a voting decision or that memorializes the basis for that decision
–
for example insights gleaned from engagement.
|
Proxy Voting Report
A
report on “Form N-PX” of how the Fund voted any proxies during the most recent 12-month period ended June 30 is available via the Proxy Voting Record (Form N-PX) link associated with the Fund and share
class name at www.FederatedInvestors.com/FundInformation. Form N-PX filings are also available at the SEC's web site at www.sec.gov.
Proxy Voting Policies
Under
these policies, the Sub-Adviser's general policy is to cast proxy votes in favour of management proposals and shareholder proposals that we anticipate will enhance the long-term value of the securities being voted.
This
approach to voting proxy proposals will be referred to hereafter as the “General Policy”.
The following examples illustrate how this General Policy may apply to management proposals and shareholder proposals submitted for approval or ratification by holders of the company's voting
securities.
The
Fund seeks to vote consistently on different issues in accordance with the stated policies and guidelines. However, recognising the limitations of any policy to anticipate all potential scenarios, the Fund uses
discretion when voting, taking account the specific circumstances described in the proxy statement and other company disclosure. For the Fund, all proxy voting decisions are informed by the Sub-Adviser's ongoing
engagement with the management and directors of the company concerned, These engagements provide important context and alongside a judgement as to the company's direction of travel towards best practice (as
communicated by the Sub-Adviser's General Policy) will influence the final voting decision of the Fund.
The
Fund endeavours to inform companies where it has voted against management recommendations and invites further engagement.
While
the examples in this document illustrate its general approach to voting on proposals at U.S. companies, voting guidelines and decisions differ in other markets, as appropriate to the local context. The Sub-Adviser
publishes regional Corporate Governance Principles, which guide its engagement and voting recommendations in different markets, on its website: www.hermes-investment.com. Further, based on the specific context in
which proxy voting decisions are being made, the Sub-Adviser may vote contrary to the voting guidelines should it judge that it is in the best long term interests of the value of the securities to do so.
Voting guidelines
A. Board Composition,
Effectiveness and Shareholder Engagement
1. Access to board
directors:
From time to time, the Fund will request meetings with company chairs, lead independent directors and other board directors. We will consider any denied requests for access when making
individual voting decisions.
2. Proxy
access:
The Fund will generally vote in favour of proposals to grant shareholders proxy access rights, with the expectation that shareholders owning 3% of the outstanding shares for at least three
years should be able to nominate up to 25% of the board, as originally proposed by the SEC.
3. Election of
non-independent directors:
We may vote against the election of a non-independent director if:
■
|
Independent directors comprise less than 50% of the board;
|
■
|
The non-independent director serves on the audit, compensation, or nominating committee.
|
4. Director election:
We will generally vote in favour of directors' election or re-election, unless there are concerns relating to:
■
|
Independence:
If the election of a director would cause the board or a committee of which he or she is a member to fall below required levels of independence, we may vote against that director. We
consider that a director with any material relationship with a company, other than a board seat, may not be independent. An independent director:
|
i.
Will have no direct material relationship with the company, other directors or its executives, which includes interlocking
board memberships, including those of not-for-profits;
ii.
Will not be a representative of a significant shareholder; and
iii.
Will not have sat on the board for such a long time, particularly with other directors, as to compromise his or her
independence of mind and ability to hold management to account on behalf of shareholders.
■
|
Director tenure:
We do not have strict rules for mandatory retirement age nor maximum tenure and believe that detailed knowledge and experience of a company can be helpful. However, where we see ostensibly
overlong tenure and, in particular, where we see groups of long and concurrently-serving directors, and no obvious program to refresh the board with suitably qualified directors, we may vote against some directors,
including the chair of the nomination and governance committee.
|
■
|
Director commitment:
We will consider voting against a director who appears over-committed to other duties, with the guideline that a candidate may be overcommitted if he or she has more than 5 directorships
of public companies.
|
■
|
Serious governance or other failures:
Where a director has oversight of or involvement in serious governance or other failures, including relating to bribery and corruption, we may vote against their re-election.
|
5. Board committees:
Separate committees should exist for compensation, audit, and nominations and/or
governance.
For smaller companies,
the independent directors may perform these duties.
We will generally vote against the election
of individual directors whose presence, if elected, would cause any of the committees to fail to
comply with independence requirements.
We may also vote
against the chair of the nomination
and/or
governance committee for serious concerns about
committee membership,
or if no committees exist and we are not satisfied that
it
is
appropriate for the independent directors to perform the role of the committees.
6. Committee member
responsibility for audit, compensation, nomination and governance matters:
If a governance, audit, nomination or compensation-related issue does not receive our support, we may vote against the chair and, on occasion, members of the relevant committee. If
committee members are not standing for election, we may vote against other directors standing for election, excluding the CEO.
7. Succession
planning:
We may vote against the chair of the nomination and/or governance committee if we believe there is a lack of sufficient board refreshment or succession planning, or if we have voted
against other proposals (e.g. against compensation awards that offer retention payments, in place of adequate succession planning).
8. Combined chair/
CEO:
We will generally support shareholder proposals to establish a separate, independent chair and CEO.
9. Board diversity:
We will generally vote against the election of the chair of the nomination and/or
governance committee if women
comprise fewer than 2
members
or less
than 20% of the board,
whichever is greater, at
S&P
200 companies.
We may use our discretion at smaller companies, taking account of our understanding of
their circumstances.
10. Board attendance:
We will consider voting against a director who has missed more than 25% of board meetings without a satisfactory explanation being disclosed to shareholders.
11. Votes against
alternative directors and CEOs:
If relevant directors are not submitted for re-election, we may vote against other directors or items. Apart from exceptional circumstances, we will not vote against the CEO.
B.
Compensation
12. Pay for performance
evaluation:
We will generally vote against the ‘say-on-pay' proposal where:
■
|
CEO pay exceeds the 75th percentile of peer group CEO pay; or
|
■
|
A majority of the company's selected peer group is substantially larger.
|
13. Compensation
profile:
We will generally vote against the ‘say-on-pay'
proposal
where CEO pay awards exceed 3.5 times
named executive officer (NEO)
pay, or
where CEO pay is targeted above the median of peers.
14. Compensation committee
controls:
We will generally vote against the ‘say-on-pay' proposal in the following circumstances:
■
|
Downward discretion has not been used if there have been poor results, including on environmental, social and governance matters;
|
■
|
No inclusion of ‘clawback' provisions;
|
■
|
No robust anti-hedging or anti-pledging policy;
|
■
|
For severance or change-in-control arrangements, the cash severance multiple is above three times, or executives receive a payment even if they remain employed.
|
15. CEO perquisites:
We will generally vote against
the ‘say-on-pay'
proposal where CEO perquisites exceed
$500,000,
unless for a high-profile or sensitive company that needs greater security (e.g.
life sciences,
defence).
16. Incentive
targets:
We will generally vote against short or long-term incentive schemes which feature targets set at above-median levels against the company's peer group.
17. Long-term
incentive plan:
We will generally vote against a long-term incentive plan (LTIP) with any of the following features:
■
|
Company issues options only, with no performance or time-based shares;
|
■
|
If options or performance shares vest in less than 36 months. Restricted shares but not options may vest within 36 months.
|
18. Minimum shareholding
requirements:
We will generally vote against the ‘say-on-pay' proposal where the minimum shareholding requirement is not sufficiently large.
19. Persistent lack of
support for compensation proposals:
If we do not support a company's ‘say-on-pay' proposal, we may withdrawing support for the compensation committee chair and/or members in a subsequent year if our concerns are not
addressed or the company does not appear to be responding to our engagement.
20. Sub-Advisory vote on
compensation frequency:
We will support proposals to hold an annual Sub-Advisory vote on compensation. Where the board implements an Sub-Advisory vote less frequently than approved by the shareholder vote (for
example, every two years when every year was voted for), we will vote against the chair of the compensation committee or, if not possible, the chair of the governance committee.
C. Audit
21. Votes to ratify the
reappointment of the auditors:
We will generally vote against these resolutions
–
and may vote against the chair or members of the audit committee
–
if any of the following concerns apply:
■
|
There is reason to believe that the independent auditor has rendered an opinion that is neither accurate nor indicative of the company's financial position.
|
■
|
Poor accounting practices are identified that rise to a serious level of concern, such as fraud or misapplication of GAAP.
|
■
|
There has been a serious failure of internal controls.
|
D. Shareholder Rights and Capital
Protection
22. Limitation of
shareholder rights:
We will generally vote against any limitation on shareholder rights or the transfer of authority from shareholders to directors and only support proposals which, in our view, enhance
shareholder rights or maximise long-term shareholder value.
23. Shareholder ability to
call special meetings:
We will generally vote in favour of proposals to reduce the minimum share ownership threshold, with 10% as our preferred level.
24.
Shareholder ability to act by written consent:
We will generally vote against proposals to grant this right, as
we believe it is less transparent and equitable
for shareholders.
25. Outstanding stock
issuance:
We will generally vote for proposals to increase the number of outstanding common or preferred shares where we support the transaction it is intended to support. We will generally vote
against proposals:
■
|
At companies with more than one class of common or preferred stock to increase the number of outstanding shares of the class of common or preferred stock that has superior voting rights;
|
■
|
To increase the number of outstanding common shares if a vote for a reverse stock split on the same ballot is warranted, despite the fact that the outstanding shares would not be
reduced proportionally.
|
We will
vote on a case-by-case basis on all other
proposals to increase the number of shares of common or preferred stock outstanding, taking into account factors such as past company performance and the dilutive impact of the
request.
26. Multi-class share
structure:
We will generally vote
against proposals to create a new class of common stock unless the company discloses a
compelling rationale
(e.g.
the auditor concludes there is substantial doubt about the company's ability to continue as a going concern, or the new class of shares will
be transitory), it is intended for financing purposes with minimal or no dilution to current shareholders, or it is not designed to preserve or increase the voting power of an insider
or
significant shareholder.
27. Differential voting
rights:
We will generally vote against the issuance of stock with differential voting rights if the issuance of such stock would adversely affect the voting rights of existing
shareholders.
28. Anti-takeover
proposals:
We will generally vote against anti-takeover proposals or other
‘poison pill' arrangements including share authorities that can be used in such a manner.
29. Virtual meetings:
We will vote against any proposals that allow the use of virtual-only meetings.
30. Majority voting:
We will generally vote in favour of management or shareholder proposals to adopt a majority of votes
cast standard for directors in
uncontested elections.
31. Shareholder proposals:
We will vote on a case-by-case basis on shareholder proposals. We may vote against individual directors, including the lead independent director and nomination
and/or
governance committee chair,
if the board failed to appropriately respond to a shareholder proposal.
We may vote against the chair of the relevant committee if a company files a competing proposal to a shareholder proposal.
32. Proposals relating to
social, ethical and environmental matters:
We
will vote on a case-by-case basis on management or shareholder proposals relating to social,
ethical or environmental matters where we
judge that the company could improve disclosure,
governance or action on these topics, based on factors including the materiality of the risks or opportunities, current actions taken by the company,
and the specific details of
the proposal.
33. Political and
charitable activity and donations:
Where we judge the disclosure on the governance of these activities to be lacking, we are likely to support shareholder proposals relating to them.
E. Mergers and Acquisitions
34. Commercial
transactions:
We will
vote on commercial transactions on a case-by-case
basis,
taking into account factors including governance,
strategic fit,
conflicts of interest and
key risks.
Portfolio Holdings Information
Information concerning the Fund's portfolio holdings is available via the link to the Fund and share class name at www.FederatedInvestors.com/FundInformation. A complete listing of the Fund's portfolio holdings as
of the end of each calendar quarter is posted on the website 30 days (or the next business day) after the end of the quarter and remains posted for six months thereafter. Summary portfolio composition information as
of the close of each month is posted on the website 15 days (or the next business day) after month-end and remains posted until replaced by the information for the succeeding month. The summary portfolio composition
information may include: identification of the Fund's top 10 holdings and a percentage breakdown of the portfolio by sector.
You may
also access portfolio information as of the end of the Fund's fiscal quarters via the link to the Fund and share class name at www.FederatedInvestors.com/FundInformation. The Fund's Annual Shareholder Report and
Semi-Annual Shareholder Report contain complete listings of the Fund's portfolio holdings as of the end of the Fund's second and fourth fiscal quarters. The Fund's Form N-Q filings contain complete listings of the
Fund's portfolio holdings as of the end of the Fund's first and third fiscal quarters. Fiscal quarter information is made available on the website within 70 days after the end of the fiscal quarter. This information
is also available in reports filed with the SEC at the SEC's website at www.sec.gov.
The
disclosure policy of the Fund and the Adviser prohibits the disclosure of portfolio holdings information to any investor or intermediary before the same information is made available to other investors. Employees of
the Adviser or its affiliates who have access to nonpublic information concerning the Fund's portfolio holdings are prohibited from trading securities on the basis of this information. Such persons must report all
personal securities trades and obtain pre-clearance for all personal securities trades other than mutual fund shares.
Firms
that provide administrative, custody, financial, accounting, legal or other services to the Fund may receive nonpublic information about Fund portfolio holdings for purposes relating to their services. The Fund may
also provide portfolio holdings information to publications that rate, rank or otherwise categorize investment companies. Traders or portfolio managers may provide “interest” lists to facilitate portfolio
trading if the list reflects only that subset of the portfolio for which the trader or portfolio manager is seeking market interest. A list of service providers, publications and other third parties who may receive
nonpublic portfolio holdings information appears in the Appendix to this SAI.
The
furnishing of nonpublic portfolio holdings information to any third party (other than authorized governmental or regulatory personnel) requires the prior approval of the President of the Adviser and of the Chief
Compliance Officer of the Fund. The President of the Adviser and the Chief Compliance Officer will approve the furnishing of nonpublic portfolio holdings information to a third party only if they consider the
furnishing of such information to be in the best interests of the Fund and its shareholders. In that regard, and to address possible conflicts between the interests of Fund shareholders and those of the Adviser and
its affiliates, the following procedures apply. No consideration may be received by the Fund, the Adviser, any affiliate of the Adviser or any of their employees in connection with the disclosure of portfolio holdings
information. Before information is furnished, the third party must sign a written agreement that it will safeguard the confidentiality of the information, will use it only for the purposes for which it is furnished
and will not use it in connection with the trading of any security. Persons approved to receive nonpublic portfolio holdings information will receive it as often as necessary for the purpose for which it is provided.
Such information may be furnished as frequently as daily and often with no time lag between the date of the information and the date it is furnished. The Board receives and reviews annually a list of the persons who
receive nonpublic portfolio holdings information and the purposes for which it is furnished.
Brokerage Transactions And
Investment Allocation
Equity
securities may be traded in the over-the-counter market through broker/dealers acting as principal or agent, or in transactions directly with other investors. Transactions may also be executed on a securities exchange
or through an electronic communications network. The Adviser seeks to obtain best execution of trades in equity securities by balancing the costs inherent in trading, including opportunity costs, market impact costs
and commissions. As a general matter, the Adviser seeks to add value to its investment management by using market information to capitalize on market opportunities, actively seek liquidity and discover price. The
Adviser continually monitors its trading results in an effort to improve execution. Fixed-income securities are generally traded in an over-the-counter market on a net basis (i.e., without commission) through dealers
acting as principal or in transactions directly with the issuer. Dealers derive an undisclosed amount of compensation by offering securities at a higher price than they bid for them. Some fixed-income securities may
have only one primary market maker. The Adviser seeks to use dealers it believes to be actively and effectively trading the security being purchased or sold, but may not always obtain the lowest purchase price or
highest sale price with respect to a fixed-income security. To the extent permitted by applicable law, the Adviser's receipt of research services (as described below) may also be a factor in the Adviser's selection of
brokers and dealers. The Adviser may also direct certain portfolio trades to a broker that, in turn, pays a portion of the Fund's operating expenses. The Adviser makes decisions on portfolio transactions and selects
brokers and dealers subject to review by the Fund's Board.
Investment decisions for the Fund are made independently from those of other accounts managed by the Adviser and accounts managed by affiliates of the Adviser. When the Fund and one or more other accounts managed by
the Adviser do invest in, or dispose of, the same security, available investments or opportunities for sales may be allocated among the Fund and the account(s) in a manner believed by the Adviser to be equitable.
While the coordination and ability to participate in volume transactions may benefit the Fund, it is possible that this procedure could adversely impact the prices paid or received and/or positions obtained or
disposed of by the Fund. Trading and allocation of investments for the Fund, including investments in initial public offerings (IPO),
may be done independently from trading
and allocation of investments for certain separately managed or wrap-fee accounts, and other accounts, managed by the Adviser. The trading and allocation of investments done by the Adviser, including investments in
IPOs, will be done independently from accounts managed by affiliates of the Adviser. It is possible that such independent trading activity could adversely impact the prices paid or received and/or positions obtained
or disposed of by the Fund.
Brokerage and Research Services
Brokerage services include execution of trades and products and services that relate to the execution of trades, including communications services related to trade execution, clearing and settlement, trading
software used to route orders to market centers, software that provides algorithmic trading strategies and software used to transmit orders to direct market access (DMA) systems. Research services may include: advice
as to the advisability of investing in securities; security analysis and reports; economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. Research services assist the
Adviser and its affiliates in terms of their overall investment responsibilities to funds and investment accounts for which they have investment discretion. However, particular brokerage and research services received
by the Adviser and its affiliates may not be used to service every fund or account, and may not benefit the particular funds and accounts that generated the brokerage commissions. In addition, brokerage and research
services paid for with commissions generated by the Fund may be used in managing other funds and accounts. To the extent that receipt of these services may replace services for which the Adviser or its affiliates
might otherwise have paid, it would tend to reduce their expenses. The Adviser and its affiliates exercise reasonable business judgment in selecting brokers to execute securities transactions where receipt of research
services is a factor. They determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage and research services provided.
MiFID II
Directive 2014/61/EU on markets in financial instruments and Regulation 600/2014/EU on markets in financial instruments (collectively, “MiFID II”) took effect in member states of the European Union (the
“EU”) on January 3, 2018. MiFID II forms the legal framework governing the requirements applicable to EU investment firms, such as the Sub-Adviser, and trading venues and third-country firms providing
investment services or activities in the EU. The extent to which MiFID II will have an indirect impact on markets and market participants outside the EU is unclear and yet to fully play out in practice. It will likely
impact pricing, liquidity and transparency in most asset classes.
MiFID
II introduces a new rule that an EU regulated firm may execute an equity trade only on an EU trading venue (or with a firm which is a systematic internaliser as defined by MiFID II or an equivalent venue in a third
country). This requirement applies to any equities admitted to trading on an EU trading venue, including those with only a secondary listing in the EU. The effect of this rule is to introduce a substantial limit on
the possibility of trading off-exchange or OTC in EU-listed equities with EU counterparties.
MiFID
II prohibits an EU authorized investment firm from receiving investment research unless it is paid for directly by the firm out of its own resources or from a separate research payment account regulated under MiFID
II. All such research costs attributable to the Sub-Adviser will be borne by the Sub-Adviser.
Administrator
Federated Administrative Services (FAS), a subsidiary of Federated, provides administrative personnel and services, including certain legal, compliance, recordkeeping and financial reporting services
(“Administrative Services”), necessary for the operation of the Fund. FAS provides Administrative Services for a fee based upon the rates set forth below paid on the average daily net assets of the Fund.
For purposes of determining the appropriate rate breakpoint, “Investment Complex” is defined as all of the Federated Funds subject to a fee under the Administrative Services Agreement with FAS. FAS is also
entitled to reimbursement for certain out-of-pocket expenses incurred in providing Administrative Services to the Fund.
Administrative Services
Fee Rate
|
Average Daily Net Assets
of the Investment Complex
|
0.100 of 1%
|
on assets up to $50 billion
|
0.075 of 1%
|
on assets over $50 billion
|
Custodian
The
Bank of New York Mellon, New York, New York, is custodian for the securities and cash of the Fund. Foreign instruments purchased by the Fund are held by foreign banks participating in a network coordinated by The Bank
of New York Mellon.
Transfer Agent And Dividend
Disbursing Agent
State
Street Bank and Trust Company, the Fund's registered transfer agent, maintains all necessary shareholder records.
Independent Registered Public
Accounting Firm
The
independent registered public accounting firm for the Fund, Ernst & Young LLP, conducts its audits in accordance with the standards of the Public Company Accounting Oversight Board (United States), which require
it to plan and perform its audits to provide reasonable assurance about whether the Fund's financial statements and financial highlights are free of material misstatement.
Securities Lending Activities
The
Fund does not participate in a securities lending program. The Fund became effective on November 1, 2018 and will complete its first fiscal year on October 31, 2019. As of the date of this Statement of Additional
Information, the Fund had no securities lending activities.
Financial Information
The
Fund became effective on November 1, 2018 and its first fiscal year will end on October 31, 2019. Accordingly, no financial information is yet available for the Fund.
Investment Ratings
Standard & Poor's Rating
Services (S&P) LONG-TERM Issue RATINGS
Issue
credit ratings are based, in varying degrees, on S&P's analysis of the following considerations: the likelihood of payment-capacity and willingness of the obligor to meet its financial commitment on an obligation
in accordance with the terms of the obligation; the nature of and provisions of the obligation; and the protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or
other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.
AAA
—An obligation rated “AAA” has the highest rating assigned by S&P. The obligor's capacity to meet its financial commitment on the obligation is extremely
strong.
AA
—An obligation rated “AA” differs from the highest rated obligations only to a small degree. The obligor's capacity to meet its financial commitment on the obligation is
very strong.
A
—An obligation rated “A” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated
categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.
BBB
—An obligation rated “BBB” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.
Obligations rated “BB,” “B,” “CCC,” “CC” and “C” are regarded as having significant speculative characteristics. “BB” indicates the least
degree of speculation and “C” the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse
conditions.
BB
—An obligation rated “BB” is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business,
financial, or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
B
—An obligation rated “B” is more vulnerable to nonpayment than obligations rated “BB,” but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.
CCC
—An obligation rated “CCC” is currently vulnerable to nonpayment, and is dependent upon favorable business, financial and economic conditions for the obligor to meet its
financial commitment on the obligation. In the event of adverse business, financial or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC
—An obligation rated “CC” is currently highly vulnerable to nonpayment.
C
—A “C” rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the
documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the “C” rating may be assigned to
subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument's terms or when preferred stock is the subject of a distressed exchange offer,
whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
D
—An obligation rated “D” is in payment default. The “D” rating category is used when payments on an obligation are not made on the date due, unless S&P
believes that such payments will be made within five business days, irrespective of any grace period. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of similar
action if payments on an obligation are jeopardized. An obligation's rating is lowered to “D” upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an
amount of cash or replaced by other instruments having a total value that is less than par.
The
ratings from “AA” to “CCC” may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
S&P Rating Outlook
An S&
P rating outlook assesses the potential direction of a long-term credit rating over the intermediate term (typically six months to two years). In determining a rating outlook, consideration is given to any changes in
the economic and/or fundamental business conditions.
Positive
—Positive means that a rating may be raised.
Negative
—Negative means that a rating may be lowered.
Stable
—Stable means that a rating is not likely to change.
Developing
—Developing means a rating may be raised or lowered.
N.M.
—N.M. means not meaningful.
S&P Short-Term Issue
RATINGS
Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the United States, for example, that means obligations with an original maturity of no more than 365
days
–
including commercial paper.
A-1
—A short-term obligation rated “A-1” is rated in the highest category by S&P. The obligor's capacity to meet its financial commitment on the obligation is strong.
Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.
A-2
—A short-term obligation rated “A-2” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher
rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.
A-3
—A short-term obligation rated “A-3” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a
weakened capacity of the obligor to meet its financial commitment on the obligation.
B
—A short-term obligation rated “B” is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial
commitments; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitments.
C
—A short-term obligation rated “C” is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to
meet its financial commitment on the obligation.
D
—A short-term obligation rated “D” is in payment default. The “D” rating category is used when payments on an obligation are not made on the date due, unless
S&P believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The “D” rating also
will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
MOODY'S Investor Services, Inc.
(MOODY's) LONG-TERM RATINGS
Moody's
long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss
suffered in the event of default.
Aaa
—Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa
—Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A
—Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa
—Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba
—Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B
—Obligations rated B are considered speculative and are subject to high credit risk.
Caa
—Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca
—Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C
—Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Moody's
appends numerical modifiers 1, 2 and 3 to each generic rating classification from Aaa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
MOODY'S Short-Term RATINGS
Moody's
short-term ratings are assigned to obligations with an original maturity of 13 months or less and reflect the likelihood of a default on contractually promised payments.
P-1
—Issuers (or supporting institutions) rated P-1 have a superior ability to repay short-term debt obligations.
P-2
—Issuers (or supporting institutions) rated P-2 have a strong ability to repay short-term debt obligations.
P-3
—Issuers (or supporting institutions) rated P-3 have an acceptable ability to repay short-term obligations.
NP
—Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
FITCH, INC. (Fitch) LONG-TERM
Debt RATINGs
Fitch
long-term ratings report Fitch's opinion on an entity's relative vulnerability to default on financial obligations. The “threshold” default risk addressed by the rating is generally that of the financial
obligations whose non-payment would best reflect the uncured failure of that entity. As such, Fitch long-term ratings also address relative vulnerability to bankruptcy, administrative receivership or similar concepts,
although the agency recognizes that issuers may also make pre-emptive and therefore voluntary use of such mechanisms.
AAA: Highest Credit Quality
—“AAA” ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This
capacity is highly unlikely to be adversely affected by foreseeable events.
AA: Very High Credit
Quality
—“AA” ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly
vulnerable to foreseeable events.
A: High Credit
Quality
—“A” ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more
vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB: Good Credit
Quality
—“BBB” ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business
or economic conditions are more likely to impair this capacity.
BB: Speculative
—“BB” ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however,
business or financial flexibility exists which supports the servicing of financial commitments.
B: Highly Speculative
—“B” ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for
continued payment is vulnerable to deterioration in the business and economic environment.
CCC: Substantial Credit
Risk
—Default is a real possibility.
CC: Very High Levels of
Credit Risk
—Default of some kind appears probable.
C: Exceptionally High
Levels of Credit Risk
—Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a “C” category rating for an issuer include: (a) the issuer has
entered into a grace or cure period following non-payment of a material financial obligation; (b) the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a
material financial obligation; or (c) Fitch otherwise believes a condition of “RD” or “D” to be imminent or inevitable, including through the formal announcement of a distressed debt
exchange.
RD: Restricted
Default
—“RD” ratings indicate an issuer that in Fitch's opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has
not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased operating. This would include: (a) the selective payment default
on a specific class or currency of debt; (b) the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other
material financial obligation; (c) the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or (d) execution of a
distressed debt exchange on one or more material financial obligations.
D: Default
—“D” ratings indicate an issuer that in Fitch's opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up
procedure, or which has otherwise ceased business.
Default
ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default
until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.
“Imminent” default typically refers to
the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during
which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed debt exchange, but the date of the exchange still lies several days or weeks in the immediate
future.
In all
cases, the assignment of a default rating reflects the agency's opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default
under the terms of an issuer's financial obligations or local commercial practice.
FITCH SHORT-TERM DEBT RATINGs
A Fitch
short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance
with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as “short-term” based on market convention. Typically, this means
up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.
F1: Highest Short-Term Credit
Quality
—Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
F2: Good Short-Term Credit
Quality
—Good intrinsic capacity for timely payment of financial commitments.
F3: Fair Short-Term Credit
Quality
—The intrinsic capacity for timely payment of financial commitments is adequate.
B: Speculative Short-Term
Credit Quality
—Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near-term adverse changes in financial and economic conditions.
C: High Short-Term Default
Risk
—Default is a real possibility.
RD: Restricted
Default
—Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings
only.
D: Default
—Indicates a broad-based default event for an entity, or the default of a short-term obligation.
A.M. BEST Company, Inc. (a.m.
best) LONG-TERM DEBT and Preferred Stock RATINGS
A
Best's long-term debt rating is Best's independent opinion of an issuer/entity's ability to meet its ongoing financial obligations to security holders when due.
aaa: Exceptional
—Assigned to issues where the issuer has an exceptional ability to meet the terms of the obligation.
aa: Very Strong
—Assigned to issues where the issuer has a very strong ability to meet the terms of the obligation.
a: Strong
—Assigned to issues where the issuer has a strong ability to meet the terms of the obligation.
bbb: Adequate
—Assigned to issues where the issuer has an adequate ability to meet the terms of the obligation; however, the issue is more susceptible to changes in economic or other
conditions.
bb: Speculative
—Assigned to issues where the issuer has speculative credit characteristics, generally due to a modest margin or principal and interest payment protection and vulnerability to
economic changes.
b: Very Speculative
—Assigned to issues where the issuer has very speculative credit characteristics, generally due to a modest margin of principal and interest payment protection and extreme
vulnerability to economic changes.
ccc, cc, c: Extremely
Speculative
—Assigned to issues where the issuer has extremely speculative credit characteristics, generally due to a minimal margin of principal and interest payment protection and/or limited
ability to withstand adverse changes in economic or other conditions.
d: In Default
—Assigned to issues in default on payment of principal, interest or other terms and conditions, or when a bankruptcy petition or similar action has been filed.
Ratings
from “aa” to “ccc” may be enhanced with a “+” (plus) or “-” (minus) to indicate whether credit quality is near the top or bottom of a category.
A.M. BEST SHORT-TERM DEBT
RATINGS
A
Best's short-term debt rating is Best's opinion of an issuer/entity's ability to meet its financial obligations having original maturities of generally less than one year, such as commercial paper.
AMB-1+ Strongest
—Assigned to issues where the issuer has the strongest ability to repay short-term debt obligations.
AMB-1 Outstanding
—Assigned to issues where the issuer has an outstanding ability to repay short-term debt obligations.
AMB-2 Satisfactory
—Assigned to issues where the issuer has a satisfactory ability to repay short-term debt obligations.
AMB-3 Adequate
—Assigned to issues where the issuer has an adequate ability to repay short-term debt obligations; however, adverse economic conditions likely will reduce the issuer's capacity to
meet its financial commitments.
AMB-4 Speculative
—Assigned to issues where the issuer has speculative credit characteristics and is vulnerable to adverse economic or other external changes, which could have a marked impact on the
company's ability to meet its financial commitments.
d: In Default
—Assigned to issues in default on payment of principal, interest or other terms and conditions, or when a bankruptcy petition or similar action has been filed.
A.M. Best Rating Modifiers
Both
long- and short-term credit ratings can be assigned a modifier.
u
—Indicates the rating may change in the near term, typically within six months. Generally is event-driven, with positive, negative or developing implications.
pd
—Indicates ratings assigned to a company that chose not to participate in A.M. Best's interactive rating process. (Discontinued in 2010).
i
—Indicates rating assigned is indicative.
A.M. BEST RATING OUTLOOK
A.M.
Best Credit Ratings are assigned a Rating Outlook that indicates the potential direction of a credit rating over an intermediate term, generally defined as the next 12 to 36 months.
Positive
—Indicates possible ratings upgrade due to favorable financial/market trends relative to the current trading level.
Negative
—Indicates possible ratings downgrade due to unfavorable financial/market trends relative to the current trading level.
Stable
—Indicates low likelihood of rating change due to stable financial/market trends.
Not Rated
Certain
nationally recognized statistical rating organizations (NRSROs) may designate certain issues as NR, meaning that the issue or obligation is not rated.
Addresses
Federated Hermes SDG Engagement
Equity Fund
Class A Shares
Class C Shares
Class R6 Shares
Federated Investors
Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Distributor
Federated Securities
Corp.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Investment Adviser
Federated Global
Investment Management Corporation
101 Park Avenue
41st Floor
New York, NY 10178
Sub-Adviser
Hermes Investment
Management Limited
Sixth Floor
150 Cheapside
London EC2V 6ET
England
Transfer Agent and Dividend
Disbursing Agent
State
Street Bank and Trust Company
P.O. Box 219318
Kansas City, MO 64121-9318
Custodian
The Bank of New York
Mellon
One Wall Street
New York, NY 10286
Independent Registered Public
Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116-5072
Appendix
The following is a list
of persons, other than the Adviser and its affiliates, that have been approved to receive nonpublic portfolio holdings information concerning the Federated Fund Complex; however, certain persons below might not
receive such information concerning the Fund:
CUSTODIAN(S)
The Bank of New York Mellon
SECURITIES LENDING AGENT
Citibank, N.A.
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Ernst & Young LLP
LEGAL COUNSEL
Goodwin Procter LLP
K&L Gates LLP
Financial Printer(S)
Donnelley Financial Solutions
Proxy Voting Administrator
Glass Lewis & Co., LLC
SECURITY PRICING SERVICES
Interactive Data Corporation
Markit Group Limited
Standard & Poor's Financial Services LLC
Telemet America
Thomson Reuters Corporation
RATINGS AGENCIES
Fitch, Inc.
Moody's Investors Service, Inc.
Standard & Poor's Financial Services LLC
Other SERVICE PROVIDERS
Other types of service providers that
have been approved to receive nonpublic portfolio holdings information include service providers offering, for example, trade order management systems, portfolio analytics, or performance and accounting systems, such
as:
Bank of
America Merrill Lynch
Barclays Inc.
Bloomberg L.P.
Citibank, N.A.
Electra Information Systems
FactSet Research Systems Inc.
FISGlobal
Informa Investment Solutions, Inc.
Institutional Shareholder Services
Investortools, Inc.
The Yield Book, Inc.
Wolters Kluwer N.V.
Statement of Additional
Information
November 1, 2018
Share Class
| Ticker
|
IS
FHESX
|
|
|
|
Federated Hermes SDG
Engagement Equity Fund
A Portfolio of Federated Adviser
Series
This Statement of
Additional Information (SAI) is not a Prospectus. Read this SAI in conjunction with the Prospectus for Federated Hermes SDG Engagement Equity Fund (“Fund”), dated November 1, 2018.
Obtain the Prospectus
without charge by calling 1-800-341-7400.
Federated Hermes SDG Engagement
Equity Fund
Federated Investors Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Contact us at
FederatedInvestors.com
or call 1-800-341-7400.
Federated Securities Corp.,
Distributor
Q454424 (11/18)
Federated is a registered
trademark
of Federated Investors, Inc.
2018 ©Federated Investors, Inc.
How is
the Fund Organized?
The
Fund is a portfolio of Federated Adviser Series (“Trust”) and is a diversified, open-end, management investment company. The Trust was established as a Delaware statutory trust on July 12, 2017, pursuant
to a Certificate of Trust, which is governed by the laws of the State of Delaware. Prior to August 16, 2018, the Trust was named Federated MDT Equity Trust.
The
Board of Trustees (“Board”) has established four classes of shares of the Fund, known as Class A Shares, Class C Shares, Institutional Shares and Class R6 Shares. This SAI relates only to the Institutional
Shares. The Class A Shares, Class C Shares and Class R6 Shares are effective but are not yet offered for sale. The Fund's investment adviser is Federated Global Investment Management Corporation (“Fed
Global”) and the Fund's sub-adviser is Hermes Investment Management Limited (“Hermes” and, collectively with Fed Global, the “Adviser”).
Securities in Which the
Fund Invests
The
principal securities or other investments in which the Fund invests are described in the Fund's Prospectus. The Fund also may invest in securities or other investments as non-principal investments for any purpose that
is consistent with its investment objective. The following information is either additional information in respect of a principal security or other investment referenced in the Prospectus or information in respect of
a non-principal security or other investment (in which case there is no related disclosure in the Prospectus).
Securities Descriptions and
Techniques
Equity Securities
Equity
securities represent a share of an issuer's earnings and assets, after the issuer pays its liabilities. The Fund cannot predict the income it will receive from equity securities because issuers generally have
discretion as to the payment of any dividends or distributions. However, equity securities offer greater potential for appreciation than many other types of securities, because their value increases directly with the
value of the issuer's business. The following further describes the types of equity securities in which the Fund invests. This information is either additional information in respect of a principal security referenced
in the Prospectus or information in respect of a non-principal security (in which case there is no related disclosure in the Prospectus).
Preferred Stocks
Preferred stocks have the right to receive specified dividends or distributions before the issuer makes payments on its common stock. Some preferred stocks also participate in dividends and distributions paid on
common stock. Preferred stocks may also permit the issuer to redeem the stock.
Interests in Other Limited
Liability Companies
Entities such as limited partnerships, limited liability companies, business trusts and companies organized outside the United States may issue securities comparable to common or preferred stock.
Warrants
Warrants give the Fund the option to buy the issuer's equity securities at a specified price (the “exercise price”) at a specified future date (the “expiration date”). The Fund may buy the
designated securities by paying the exercise price before the expiration date. Warrants may become worthless if the price of the stock does not rise above the exercise price by the expiration date. This increases the
market risks of warrants as compared to the underlying security. Rights are the same as warrants, except companies typically issue rights to existing stockholders.
Fixed-Income Securities
Fixed-income securities pay interest, dividends or distributions at a specified rate. The rate may be a fixed percentage of the principal or adjusted periodically. In addition, the issuer of a fixed-income security
must repay the principal amount of the security, normally within a specified time. Fixed-income securities provide more regular income than equity securities. However, the returns on fixed-income securities are
limited and normally do not increase with the issuer's earnings. This limits the potential appreciation of fixed-income securities as compared to equity securities.
A
security's yield measures the annual income earned on a security as a percentage of its price. A security's yield will increase or decrease depending upon whether it costs less (a “discount”) or more (a
“premium”) than the principal amount. If the issuer may redeem the security before its scheduled maturity, the price and yield on a discount or premium security may change based upon the probability of an
early redemption. Securities with higher risks generally have higher yields.
The
following further describes the types of fixed-income securities in which the Fund invests. This information is either additional information in respect of a principal security referenced in the Prospectus or
information in respect of a non-principal security (in which case there is no related disclosure in the Prospectus).
Treasury Securities
Treasury securities are direct obligations of the federal government of the United States. Treasury securities are generally regarded as having minimal credit risks.
Government Securities
Government securities are issued or guaranteed by a federal agency or instrumentality acting under federal authority. Some government securities, including those issued by Government National Mortgage Association
(“Ginnie Mae”), are supported by the full faith and credit of the United States and are guaranteed only as to the timely payment of interest and principal.
Other
government securities receive support through federal subsidies, loans or other benefits but are not backed by the full faith and credit of the United States. For example, the U.S. Treasury is authorized to purchase
specified amounts of securities issued by (or otherwise make funds available to) the Federal Home Loan Bank System, Federal Home Loan Mortgage Corporation (“Freddie Mac”) and Federal National Mortgage
Association (“Fannie Mae”) in support of such obligations.
Some
government agency securities have no explicit financial support, and are supported only by the credit of the applicable agency, instrumentality or corporation. The U.S. government has provided financial support to
Freddie Mac and Fannie Mae, but there is no assurance that it will support these or other agencies in the future.
The
Fund treats mortgage-backed securities guaranteed by a federal agency or instrumentality as government securities. Although such a guarantee helps protect against credit risk, it does not eliminate it entirely or
reduce other risks.
Additional Information Related to Freddie Mac and Fannie Mae.
The extreme and unprecedented volatility and disruption that impacted the capital and credit markets beginning in 2008 led to market concerns regarding the ability of
Freddie Mac and Fannie Mae to withstand future credit losses associated with securities held in their investment portfolios, and on which they provide guarantees, without the direct support of the federal government.
On September 7, 2008, Freddie Mac and Fannie Mae were placed under the conservatorship of the Federal Housing Finance Agency (FHFA). Under the plan of conservatorship, the FHFA assumed control of, and generally has
the power to direct, the operations of Freddie Mac and Fannie Mae, and is empowered to exercise all powers collectively held by their respective shareholders, directors and officers, including the power to: (1) take
over the assets of and operate Freddie Mac and Fannie Mae with all the powers of the shareholders, the directors and the officers of Freddie Mac and Fannie Mae and conduct all business of Freddie Mac and Fannie Mae;
(2) collect all obligations and money due to Freddie Mac and Fannie Mae; (3) perform all functions of Freddie Mac and Fannie Mae which are consistent with the conservator's appointment; (4) preserve and conserve the
assets and property of Freddie Mac and Fannie Mae; and (5) contract for assistance in fulfilling any function, activity, action or duty of the conservator.
In
connection with the actions taken by the FHFA, the Treasury has entered into certain preferred stock purchase agreements (SPAs) with each of Freddie Mac and Fannie Mae which establish the Treasury as the holder of a
new class of senior preferred stock in each of Freddie Mac and Fannie Mae. The senior preferred stock was issued in connection with financial contributions from the Treasury to Freddie Mac and Fannie Mae. Although the
SPAs are subject to amendment from time to time, currently the Treasury is obligated to provide such financial contributions up to an aggregate maximum amount determined by a formula set forth in the SPAs, and until
such aggregate maximum amount is reached, there is not a specific end date to the Treasury's obligations.
The
future status and role of Freddie Mac and Fannie Mae could be impacted by (among other things) the actions taken and restrictions placed on Freddie Mac and Fannie Mae by the FHFA in its role as conservator, the
restrictions placed on Freddie Mac's and Fannie Mae's operations and activities under the SPAs, market responses to developments in Freddie Mac and Fannie Mae, downgrades or upgrades in the credit ratings assigned to
Freddie Mac and Fannie Mae by nationally recognized statistical rating organizations (NRSROs) or ratings services, and future legislative and regulatory action that alters the operations, ownership, structure and/or
mission of these institutions, each of which may, in turn, impact the value of, and cash flows on, any securities guaranteed by Freddie Mac and Fannie Mae.
In
addition, the future of Freddie Mac and Fannie Mae, and other U.S. government-sponsored enterprises that are not backed by the full faith and credit of the U.S. government (GSEs), remains in question as the U.S.
government continues to consider options ranging from structural reform, nationalization, privatization, or consolidation, to outright elimination. The issues that have led to significant U.S. government support for
Freddie Mac and Fannie Mae have sparked serious debate regarding the continued role of the U.S. government in providing mortgage loan liquidity.
Convertible
Securities (A Fixed-Income Security)
Convertible securities are fixed-income securities or preferred stocks that the Fund has the option to exchange for equity securities at a specified conversion price. The option allows the Fund to realize additional
returns if the market price of the equity securities exceeds the conversion price. For example, the Fund may hold fixed-income securities that are convertible into shares of common stock at a conversion price of $10
per share. If the market value of the shares of common stock reached $12, the Fund could realize an additional $2 per share by converting its fixed-income securities.
Convertible securities have lower yields than comparable fixed-income securities. In addition, at the time a convertible security is issued the conversion price exceeds the market value of the
underlying equity securities. Thus, convertible securities may provide lower returns than non-convertible, fixed-income securities or equity securities depending upon changes in the price of the underlying equity
securities. However, convertible securities permit the Fund to realize some of the potential appreciation of the underlying equity securities with less risk of losing its initial investment.
The
Fund treats convertible securities as both fixed-income and equity securities for purposes of its investment policies and limitations, because of their unique characteristics, except that for purposes of the
Non-Fundamental Names Rule Policy the Fund will not consider convertible securities to be equity securities.
Bank Instruments (A Fixed-Income
Security)
Bank
instruments are unsecured, interest-bearing deposits with banks. Bank instruments include, but are not limited to, bank accounts, time deposits, certificates of deposit and banker's acceptances. Yankee instruments are
denominated in U.S. dollars and issued by U.S. branches of foreign banks. Eurodollar instruments are denominated in U.S. dollars and issued by non-U.S. branches of U.S. or foreign banks.
Corporate Debt Securities (A
Fixed-Income Security)
Corporate debt securities are fixed-income securities issued by businesses. Notes, bonds, debentures and commercial paper are the most prevalent types of corporate debt securities. The Fund may also purchase
interests in bank loans to companies. The credit risks of corporate debt securities vary widely among issuers.
Commercial Paper (A Type of
Corporate Debt Security)
Commercial paper is an issuer's obligation with a maturity of less than nine months. Companies typically issue commercial paper to pay for current expenditures. Most issuers constantly reissue their commercial paper
and use the proceeds (or bank loans) to repay maturing paper. If the issuer cannot continue to obtain liquidity in this fashion, its commercial paper may default. The short maturity of commercial paper generally
reduces both the market and credit risks as compared to other debt securities of the same issuer.
Foreign Government Securities (A
Type of Foreign Fixed-Income Security)
Foreign
government securities generally consist of fixed-income securities supported by national, state or provincial governments or similar political subdivisions. Foreign government securities also include debt obligations
of supranational entities, such as international organizations designed or supported by governmental entities to promote economic reconstruction or development, international banking institutions and related
government agencies. Examples of these include, but are not limited to, the International Bank for Reconstruction and Development (the “World Bank”), the Asian Development Bank, the European Investment
Bank and the Inter-American Development Bank.
Foreign
government securities also include fixed-income securities of quasi-governmental agencies that are either issued by entities owned by a national, state or equivalent government or are obligations of a political unit
that are not backed by the national government's full faith and credit. Further, foreign government securities include mortgage-related securities issued or guaranteed by national, state or provincial governmental
instrumentalities, including quasi-governmental agencies.
Derivative Contracts
Derivative contracts are financial instruments that require payments based upon changes in the values of designated securities, commodities, currencies, indices, or other assets or instruments including other
derivative contracts, (each a “Reference Instrument” and collectively, “Reference Instruments”). Each party to a derivative contract may sometimes be referred to as a counterparty. Some
derivative contracts require payments relating to an actual, future trade involving the Reference Instrument. These types of derivatives are frequently referred to as “physically settled” derivatives.
Other derivative contracts require payments relating to the income or returns from, or changes in the market value of, a Reference Instrument. These types of derivatives are known as “cash-settled”
derivatives, since they require cash payments in lieu of delivery of the Reference Instrument.
Many
derivative contracts are traded on securities or commodities exchanges. In this case, the exchange sets all the terms of the contract except for the price. Investors make payments due under their contracts through the
exchange. Most exchanges require investors to maintain margin accounts through their brokers to cover their potential obligations to the exchange. Parties to the contract make (or collect) daily payments to the margin
accounts to reflect losses (or gains) in the value of their contracts. This protects investors against potential defaults by the other party to the contract. Trading contracts on an exchange also allows investors to
close out their contracts by entering into offsetting contracts.
For
example, the Fund could close out an open contract to buy an asset at a future date by entering into an offsetting contract to sell the same asset on the same date. If the offsetting sale price is more than the
original purchase price, the Fund realizes a gain; if it is less, the Fund realizes a loss. Exchanges may limit the amount of open contracts permitted at any one time. Such limits may prevent the Fund from closing out
a position. If this happens, the Fund will be required to keep the contract open (even if it is losing money on the contract), and to make any payments required under the contract (even if it has to sell portfolio
securities at unfavorable prices to do so). Inability to close out a contract could also harm the Fund by preventing it from disposing of or trading any assets it has been using to secure its obligations under the
contract.
The
Fund may also trade derivative contracts over-the-counter (OTC) in transactions negotiated directly between the Fund and a financial institution. OTC contracts do not necessarily have standard terms, so they may be
less liquid and more difficult to close-out than exchange-traded contracts. In addition, OTC contracts with more specialized terms may be more difficult to value than exchange-traded contracts, especially in times of
financial stress.
The
market for swaps and other OTC derivatives was largely unregulated prior to the enactment of federal legislation known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Act”). Regulations enacted by the Commodity Futures Trading Commission (the CFTC) under the Dodd-Frank Act require the Fund to clear certain swap contracts through a clearing house or central counterparty (a
CCP).
To
clear a swap through the CCP, the Fund will submit the contract to, and post margin with, a futures commission merchant (FCM) that is a clearing house member. The Fund may enter into the swap with a financial
institution other than the FCM and arrange for the contract to be transferred to the FCM for clearing, or enter into the contract with the FCM itself. If the Fund must centrally clear a transaction, the CFTC's
regulations also generally require that the swap be executed on a registered exchange or through a market facility that is known as a swap execution facility or SEF. Central clearing is presently required only for
certain swaps, and the CFTC is expected to impose a mandatory central clearing requirement for additional derivative instruments over time.
The
CCP, SEF and FCM are all subject to regulatory oversight by the CFTC. In addition, most derivative market participants are now regulated as swap dealers or major swap participants and are subject to certain minimum
capital and margin requirements and business conduct standards. Similar regulatory requirements are expected to apply to derivative contracts that are subject to the jurisdiction of the SEC, although the SEC has not
yet finalized its regulations. In addition, uncleared OTC swaps will be subject to regulatory collateral requirements that could adversely affect the Fund's ability to enter into swaps in the OTC market. These
developments could cause the Fund to terminate new or existing swap agreements or to realize amounts to be received under such instruments at an inopportune time.
Until
the mandated rulemaking and regulations are implemented completely, it will not be possible to determine the complete impact of the Dodd-Frank Act and related regulations on the Fund.
Depending on how the Fund uses derivative contracts and the relationships between the market value of a derivative contract and the Reference Instrument, derivative contracts may increase or decrease the Fund's
exposure to the risks of the Reference Instrument, and may also expose the Fund to liquidity and leverage risks. OTC contracts also expose the Fund to credit risks in the event that a counterparty defaults on the
contract, although this risk may be mitigated by submitting the contract for clearing through a CCP.
The
Fund may invest in a derivative contract if it is permitted to own, invest in, or otherwise have economic exposure to the Reference Instrument. The Fund is not required to own a Reference Instrument in order to buy or
sell a derivative contract relating to that Reference Instrument. The Fund may trade in the following specific types and/or combinations of derivative contracts:
Futures Contracts (A Type of
Derivative)
Futures
contracts provide for the future sale by one party and purchase by another party of a specified amount of a Reference Instrument at a specified price, date and time. Entering into a contract to buy a Reference
Instrument is commonly referred to as buying a contract or holding a long position in the asset. Entering into a contract to sell a Reference Instrument is commonly referred to as selling a contract or holding a short
position in the Reference Instrument. Futures contracts are considered to be commodity contracts. The Adviser has claimed an exclusion from the definition of the term “commodity pool operator” under the
Commodity Exchange Act with respect to the Fund and, therefore, is not subject to registration or regulation with respect to the Fund. The Fund can buy or sell financial futures (such as interest rate futures, index
futures and security futures), as well as, currency futures and currency forward contracts.
Interest Rate Futures
An
interest rate futures contract is an exchange-traded contract for which the Reference Instrument is an interest-bearing fixed income security or an inter-bank deposit. Two examples of common interest rate futures
contracts are U.S. Treasury futures contracts and Eurodollar futures contracts. The Reference Instrument for a U.S. Treasury futures contract is a U.S. Treasury security. The Reference Instrument for a Eurodollar
futures contract is the London Interbank Offered Rate (commonly referred to as LIBOR); Eurodollar futures contracts enable the purchaser to obtain a fixed rate for the lending of funds over a stated period of time and
the seller to obtain a fixed rate for a borrowing of funds over that same period.
Index Futures
An
index futures contract is an exchange-traded contract to make or receive a payment based upon changes in the value of an index. An index is a statistical composite that measures changes in the value of designated
Reference Instruments within the index.
Security Futures
A
security futures contract is an exchange-traded contract to purchase or sell in the future a specific quantity of a security (other than a Treasury security) or a narrow-based securities index at a certain price.
Presently, the only available security futures contracts use shares of a single equity security as the Reference Instrument. However, it is possible that in the future security futures contracts will be developed that
use a single fixed-income security as the Reference Instrument.
Currency Futures and Currency
Forward Contracts
A
currency futures contract is an exchange-traded contract to buy or sell a particular currency at a specific price at some time in the future (commonly three months or more). A currency forward contract is not an
exchange-traded contract and represents an obligation to purchase or sell a specific currency at a future date, at a price set at the time of the contract and for a period agreed upon by the parties which may be
either a window of time or a fixed number of days from the date of the contract. Currency futures and forward contracts are highly volatile, with a relatively small price movement potentially resulting in substantial
gains or losses to the Fund. Additionally, the Fund may lose money on currency futures and forward contracts if changes in currency rates do not occur as anticipated or if the Fund's counterparty to the contract were
to default.
Option Contracts (A Type of
Derivative)
Option
contracts (also called “options”) are rights to buy or sell a Reference Instrument for a specified price (the “exercise price”) during, or at the end of, a specified period. The seller (or
“writer”) of the option receives a payment, or premium, from the buyer, which the writer keeps regardless of whether the buyer uses (or exercises) the option. Options may be bought or sold on a wide
variety of Reference Instruments. Options that are written on futures contracts will be subject to margin requirements similar to those applied to futures contracts.
The
Fund may buy and/or sell the following types of options:
Call Options
A call
option gives the holder (“buyer”) the right to buy the Reference Instrument from the seller (writer) of the option. The Fund may use call options in the following ways:
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Buy call options on a Reference Instrument in anticipation of an increase in the value of the Reference Instrument; and
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Write call options on a Reference Instrument to generate income from premiums, and in anticipation of a decrease or only limited increase in the value of the Reference Instrument. If
the Fund writes a call option on a Reference Instrument that it owns and that call option is exercised, the Fund foregoes any possible profit from an increase in the market price of the Reference Instrument over the
exercise price plus the premium received.
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Put Options
A put
option gives the holder the right to sell the Reference Instrument to the writer of the option. The Fund may use put options in the following ways:
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Buy put options on a Reference Instrument in anticipation of a decrease in the value of the Reference Instrument; and
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Write put options on a Reference Instrument to generate income from premiums, and in anticipation of an increase or only limited decrease in the value of the Reference Instrument. In
writing puts, there is a risk that the Fund may be required to take delivery of the Reference Instrument when its current market price is lower than the exercise price.
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The
Fund may also buy or write options, as needed, to close out existing option positions.
Finally, the Fund may enter into combinations of options contracts in an attempt to benefit from changes in the prices of those options contracts (without regard to changes in the value of the Reference
Instrument).
Swap Contracts (A Type of
Derivative)
A swap
contract (also known as a “swap”) is a type of derivative contract in which two parties agree to pay each other (swap) the returns derived from Reference Instruments. Most swaps do not involve the delivery
of the underlying assets by either party, and the parties might not own the Reference Instruments. The payments are usually made on a net basis so that, on any given day, the Fund would receive (or pay) only the
amount by which its payment under the contract is less than (or exceeds) the amount of the other party's payment. Swap agreements are sophisticated instruments that can take many different forms and are known by a
variety of names. Common swap agreements that the Fund may use include:
Interest Rate Swaps
Interest rate swaps are contracts in which one party agrees to make regular payments equal to a fixed or floating interest rate times a stated principal amount (commonly referred to as a “notional principal
amount”) in return for payments equal to a different fixed or floating rate times the same principal amount, for a specific period. For example, a $10 million London Interbank Offered Rate (LIBOR) swap would
require one party to pay the equivalent of the London Interbank Offered Rate of interest (which fluctuates) on $10 million principal amount in exchange for the right to receive the equivalent of a stated fixed rate of
interest on $10 million principal amount.
Caps and Floors (A Type of Swap
Contract)
Caps
and Floors are contracts in which one party agrees to make payments only if an interest rate or index goes above (Cap) or below (Floor) a certain level in return for a fee from the other party.
Total Return Swaps
A total
return swap is an agreement between two parties whereby one party agrees to make payments of the total return from a Reference Instrument (or a basket of such instruments) during the specified period, in return for
payments equal to a fixed or floating rate of interest or the total return from another Reference Instrument. Alternately, a total return swap can be structured so that one party will make payments to the other party
if the value of a Reference Instrument increases, but receive payments from the other party if the value of that instrument decreases.
Credit Default Swaps
A
credit default swap (CDS) is an agreement between two parties whereby one party (the “Protection Buyer”) agrees to make payments over the term of the CDS to the other party (the “Protection
Seller”), provided that no designated event of default, restructuring or other credit related event (each a “Credit Event”) occurs with respect to Reference Instrument that is usually a particular
bond, loan or the unsecured credit of an issuer, in general (the “Reference Obligation”). Many CDS are physically settled, which means that if a Credit Event occurs, the Protection Seller must pay the
Protection Buyer the full notional value, or “par value,” of the Reference Obligation in exchange for delivery by the Protection Buyer of the Reference Obligation or another similar obligation issued by
the issuer of the Reference Obligation (the “Deliverable Obligation”). The Counterparties agree to the characteristics of the Deliverable Obligation at the time that they enter into the CDS. Alternately, a
CDS can be “cash settled,” which means that upon the occurrence of a Credit Event, the Protection Buyer will receive a payment from the Protection Seller equal to the difference between the par amount of
the Reference Obligation and its market value at the time of the Credit Event. The Fund may be either the Protection Buyer or the Protection Seller in a CDS. If the Fund is a Protection Buyer and no Credit Event
occurs, the Fund will lose its entire investment in the CDS (i.e., an amount equal to the payments made to the Protection Seller over the term of the CDS). However, if a Credit Event occurs, the Fund (as Protection
Buyer) will deliver the Deliverable Obligation and receive a payment equal to the full notional value of the Reference Obligation, even though the Reference Obligation may have little or no value. If the Fund is the
Protection Seller and no Credit Event occurs, the Fund will receive a fixed rate of income throughout the term of the CDS. However, if a Credit Event occurs, the Fund (as Protection Seller) will pay the Protection
Buyer the full notional value of the Reference Obligation and receive the Deliverable Obligation from the Protection Buyer. A CDS may involve greater risks than if the Fund invested directly in the Reference
Obligation. For example, a CDS may increase credit risk since the Fund has exposure to both the issuer of the Reference Obligation and the Counterparty to the CDS.
Currency Swaps
Currency swaps are contracts which provide for interest payments in different currencies. The parties might agree to exchange the notional principal amounts of the currencies as well (commonly called a
“foreign exchange swap”).
OTHER INVESTMENTS, Transactions,
TECHNIQUES
Delayed Delivery Transactions
Delayed
delivery transactions, including when-issued transactions, are arrangements in which the Fund buys securities for a set price, with payment and delivery of the securities scheduled for a future time. During the period
between purchase and settlement, no payment is made by the Fund to the issuer and no interest accrues to the Fund. The Fund records the transaction when it agrees to buy the securities and reflects their value in
determining the price of its shares. Settlement dates may be a month or more after entering into these transactions so that the market values of the securities bought may vary from the purchase prices. Therefore,
delayed delivery transactions create interest rate risks for the Fund. Delayed delivery transactions also involve credit risks in the event of a counterparty default.
Hybrid Instruments
Hybrid
instruments combine elements of two different kinds of securities or financial instruments (such as a derivative contract). Frequently, the value of a hybrid instrument is determined by reference to changes in the
value of a Reference Instrument (that is a designated security, commodity, currency, index or other asset or instrument including a derivative contract). Hybrid instruments can take on many forms including, but not
limited to, the following forms. First, a common form of a hybrid instrument combines elements of a derivative contract with those of another security (typically a fixed-income security). In this case all or a portion
of the interest or principal payable on a hybrid security is determined by reference to changes in the price of a Reference Instrument. Second, a hybrid instrument may also combine elements of a fixed-income security
and an equity security. Third, hybrid instruments may include convertible securities with conversion terms related to a Reference Instrument.
Depending on the type and terms of the hybrid instrument, its risks may reflect a combination of the risks of investing in the Reference Instrument with the risks of investing in other securities, currencies and
derivative contracts. Thus, an investment in a hybrid instrument may entail significant risks in addition to those associated with traditional securities or the Reference Instrument. Hybrid instruments are also
potentially more volatile than traditional securities or the Reference Instrument. Moreover, depending on the structure of the particular hybrid, it may expose the Fund to leverage risks or carry liquidity risks.
Credit Linked Note (A Type of
Hybrid Instrument)
A
credit linked note (CLN) is a type of hybrid instrument in which a special purpose entity issues a structured note (the “Note Issuer”) with respect to which the Reference Instrument is a single bond, a
portfolio of bonds or the unsecured credit of an issuer, in general (each a “Reference Credit”). The purchaser of the CLN (the “Note Purchaser”) invests a par amount and receives a payment
during the term of the CLN that equals a fixed or floating rate of interest equivalent to a high rated funded asset (such as a bank certificate of deposit) plus an additional premium that relates to taking on the
credit risk of the Reference Credit. Upon maturity of the CLN, the Note Purchaser will receive a payment equal to: (i) the original par amount paid to the Note Issuer, if there is no occurrence of a designated event
of default, restructuring or other credit event (each a “Credit Event”) with respect to the issuer of the Reference Credit; or (ii) the market value of the Reference Credit, if a Credit Event has occurred.
Depending upon the terms of the CLN, it is also possible that the Note Purchaser may be required to take physical delivery of the Reference Credit in the event of a Credit Event. Most credit linked notes use a
corporate bond (or a portfolio of corporate bonds) as the Reference Credit. However, almost any type of fixed-income security (including foreign government securities), index or derivative contract (such as a credit
default swap) can be used as the Reference Credit.
Equity Linked Note (A Type of
Hybrid Instrument)
An
equity linked note (ELN) is a type of hybrid instrument that provides the noteholder with exposure to a single equity security, a basket of equity securities, or an equity index (the “Reference Equity
Instrument”). Typically, an ELN pays interest at agreed rates over a specified time period and, at maturity, either converts into shares of a Reference Equity Instrument or returns a payment to the noteholder
based on the change in value of a Reference Equity Instrument.
Asset Segregation
In
accordance with the Securities and Exchange Commission (SEC) and SEC staff positions regarding the interpretation of the Investment Company Act of 1940 (“1940 Act”), with respect to derivatives that create
a future payment obligation of the Fund, the Fund must “set aside” (referred to sometimes as “asset segregation”) liquid assets, or engage in other SEC- or staff-approved measures, while the
derivative contracts are open. For example, with respect to forwards and futures contracts that are not contractually required to “cash-settle,” the Fund must cover its open positions by setting aside cash
or readily marketable securities equal to the contracts' full, notional value. With respect to forwards and futures that are contractually required to “cash-settle,” however, the Fund is permitted to set
aside cash or readily marketable securities in an amount equal to the Fund's daily marked-to-market (net) obligations, if any (i.e., the Fund's daily net liability, if any), rather than the notional value.
The
Fund will employ another approach to segregating assets to cover options that it sells. If the Fund sells a call option, the Fund will set aside either the Reference Instrument subject to the option, cash or readily
marketable securities with a value that equals or exceeds the current market value of the Reference Instrument. In no event, will the value of the cash or readily marketable securities set aside by the Fund be less
than the exercise price of the call option. If the Fund sells a put option, the Fund will set aside cash or readily marketable securities with a value that equals or exceeds the exercise price of the put option.
The
Fund's asset segregation approach for swap agreements varies among different types of swaps. For example, if the Fund enters into a credit default swap as the Protection Buyer, then it will set aside cash or readily
marketable securities necessary to meet any accrued payment obligations under the swap. By comparison, if the Fund enters into a credit default swap as the Protection Seller, then the Fund will set aside cash or
readily marketable securities equal to the full notional amount of the swap that must be paid upon the occurrence of a Credit Event. For some other types of swaps, such as interest rate swaps, the Fund will calculate
the obligations of the counterparties to the swap on a net basis. Consequently, the Fund's current obligation (or rights) under this type of swap will equal only the net amount to be paid or received based on the
relative values of the positions held by each counterparty to the swap (the “net amount”). The net amount currently owed by or to the Fund will be accrued daily and the Fund will set aside cash or readily
marketable securities equal to any accrued but unpaid net amount owed by the Fund under the swap.
The
Fund may reduce the liquid assets segregated to cover obligations under a derivative contract by entering into an offsetting derivative contract. For example, if the Fund sells a put option for the same Reference
Instrument as a call option the Fund has sold, and the exercise price of the call option is the same as or higher than the exercise price of the put option, then the Fund may net its obligations under the options and
set aside cash or readily marketable securities (including any margin deposited for the options) with a value equal to the greater of: (a) the current market value of the Reference Instrument deliverable under the
call option; or (b) the exercise price of the put option.
By
setting aside cash or readily marketable securities equal to only its net obligations under swaps and certain cash-settled derivative contracts, the Fund will have the ability to employ leverage to a greater extent
than if the Fund were required to segregate cash or readily marketable securities equal to the full notional value of such contracts. The use of leverage involves certain risks. See “Risk Factors.” Unless
the Fund has other cash or readily marketable securities to set aside, it cannot trade assets set aside in connection with derivative contracts or special transactions without entering into an offsetting derivative
contract or terminating a special transaction. This may cause the Fund to miss favorable trading opportunities or to realize losses on derivative contracts or special transactions. The Fund reserves the right to
modify its asset segregation policies in the future to comply with any changes in the positions articulated from time to time by the SEC and its staff.
Generally, special transactions do not cash-settle on a net basis. Consequently, with respect to special transactions, the Fund will set aside cash or readily marketable securities with a value that equals or
exceeds the Fund's obligations.
Hedging
Hedging
transactions are intended to reduce specific risks. For example, to protect the Fund against circumstances that would normally cause the Fund's portfolio securities to decline in value, the Fund may buy or sell a
derivative contract that would normally increase in value under the same circumstances. The Fund may also attempt to hedge by using combinations of different derivative contracts, or derivative contracts and
securities. The Fund's ability to hedge may be limited by the costs of the derivative contracts. The Fund may attempt to lower the cost of hedging by entering into transactions that provide only limited protection,
including transactions that: (1) hedge only a portion of its portfolio; (2) use derivative contracts that cover a narrow range of circumstances; or (3) involve the sale of derivative contracts with different terms.
Consequently, hedging transactions will not eliminate risk even if they work as intended. In addition, hedging strategies are not always successful, and could result in increased expenses and losses to the Fund.
Inter-Fund Borrowing and
Third-Party Lending Arrangements
Inter-Fund Borrowing
The
Securities and Exchange Commission (SEC) has granted an exemption that permits the Fund and all other funds advised by subsidiaries of Federated Investors, Inc. (“Federated funds”) to lend and borrow money
for certain temporary purposes directly to and from other Federated funds. Participation in this inter-fund lending program is voluntary for both borrowing and lending Federated funds, and an inter-fund loan is only
made if it benefits each participating Federated fund. Federated Investors, Inc. (“Federated”) administers the program according to procedures approved by the Fund's Board, and the Board monitors the
operation of the program. Any inter-fund loan must comply with certain conditions set out in the exemption, which are designed to assure fairness and protect all participating Federated funds.
For
example, inter-fund lending is permitted only: (a) to meet shareholder redemption requests; (b) to meet commitments arising from “failed” trades; and (c) for other temporary purposes. All inter-fund loans
must be repaid in seven days or less. The Fund's participation in this program must be consistent with its investment policies and limitations, and must meet certain percentage tests. Inter-fund loans may be made only
when the rate of interest to be charged is more attractive to the lending Federated fund than market-competitive rates on overnight repurchase agreements (“Repo Rate”)
and
more attractive to the borrowing Federated fund than the rate of interest that would be charged by an unaffiliated bank for short-term borrowings (“Bank Loan Rate”),
as determined by the Board. The interest rate imposed on inter-fund loans is the average of the Repo Rate and the Bank Loan Rate.
Third-Party Line of Credit
The
Fund's Board has approved, at a future time deemed appropriate by Federated, the Fund's participation with certain other Federated Funds, on a several basis, in an up to $500,000,000 unsecured, 364-day, committed,
revolving line of credit (LOC) agreement. The LOC was made available to finance temporarily the repurchase or redemption of shares of the Fund, failed trades, payment of dividends, settlement of trades and for other
short-term, temporary or emergency general business purposes. The Fund cannot borrow under the LOC if an inter-fund loan is outstanding. The Fund's ability to borrow under the LOC also is subject to the limitations of
the 1940 Act and various conditions precedent that must be satisfied before the Fund can borrow. Loans under the LOC are charged interest at a fluctuating rate per annum equal to the highest, on any day, of: (a) (i)
the federal funds effective rate; (ii) the one month London Interbank Offered Rate (LIBOR); and (iii) 0.0%; plus (b) a margin. The LOC also requires the Fund to pay, quarterly in arrears and at maturity, its pro rata
share of a commitment fee based on the amount of the lenders' commitment that has not been utilized. As of the date of this Statement of Additional Information, there were no outstanding loans as the Fund was not
eligible to participate in the LOC.
Investment Risks
There
are many risk factors which may affect an investment in the Fund. The Fund's principal risks are described in its Prospectus. The following information is either additional information in respect of a principal risk
factor referenced in the Prospectus or information in respect of a non-principal risk factor applicable to the Fund (in which case there is no related disclosure in the Prospectus).
Interest Rate Risk
Prices
of fixed-income securities rise and fall in response to changes in interest rates. Generally, when interest rates rise, prices of fixed-income securities fall. However, market factors, such as the demand for
particular fixed-income securities, may cause the price of certain fixed-income securities to fall while the prices of other securities rise or remain unchanged.
The
longer the duration of a fixed-income security, the more susceptible it is to interest rate risk. The duration of a fixed-income security may be equal to or shorter than the stated maturity of a fixed-income security.
Recent and potential future changes in monetary policy made by central banks and/or their governments are likely to affect the level of interest rates. Duration measures the price sensitivity of a fixed-income
security given a change in interest rates. For example, if a fixed-income security has an effective duration of three years, a 1% increase in general interest rates would be expected to cause the security's value to
decline about 3% while a 1% decrease in general interest rates would be expected to cause the security's value to increase about 3%.
Issuer Credit Risk
It is
possible that interest or principal on securities will not be paid when due. Noninvestment-grade securities generally have a higher default risk than investment-grade securities. Such non-payment or default may reduce
the value of the Fund's portfolio holdings, its share price and its performance.
Many
fixed-income securities receive credit ratings from NRSROs such as Fitch Rating Service, Moody's Investor Services, Inc. and Standard & Poor's that assign ratings to securities by assessing the likelihood of an
issuer and/or guarantor default. Higher credit ratings correspond to lower perceived credit risk and lower credit ratings correspond to higher perceived credit risk. Credit ratings may be upgraded or downgraded from
time to time as an NRSRO's assessment of the financial condition of a party obligated to make payments with respect to such securities and credit risk changes. The impact of any credit rating downgrade can be
uncertain. Credit rating downgrades may lead to increased interest rates and volatility in financial markets, which in turn could negatively affect the value of the Fund's portfolio holdings, its share price and its
investment performance. Credit ratings are not a guarantee of quality. Credit ratings may lag behind the current financial conditions of the issuer and/or guarantor and do not provide assurance against default or
other loss of money. Credit ratings do not protect against a decline in the value of a security. If a security has not received a rating, the Fund must rely entirely upon the Adviser's credit assessment.
Fixed-income securities generally compensate for greater credit risk by paying interest at a higher rate. The difference between the yield of a security and the yield of a U.S. Treasury security or other appropriate
benchmark with a comparable maturity (the “spread”) measures the additional interest paid for risk. Spreads may increase generally in response to adverse economic or market conditions. A security's spread
may also increase if the security's rating is lowered, or the security is perceived to have an increased credit risk. An increase in the spread will cause the price of the security to decline if interest rates remain
unchanged.
Call Risk
Call
risk is the possibility that an issuer may redeem a fixed-income security before maturity (a “call”) at a price below its current market price. An increase in the likelihood of a call may reduce the
security's price.
If a
fixed-income security is called, the Fund may have to reinvest the proceeds in other fixed-income securities with lower interest rates, higher credit risks, or other less favorable characteristics.
Prepayment and Extension Risk
Unlike
traditional fixed-income securities, which pay a fixed rate of interest until maturity (when the entire principal amount is due) payments on mortgage-backed securities include both interest and a partial payment of
principal. Partial payment of principal may be comprised of scheduled principal payments as well as unscheduled payments from the voluntary prepayment, refinancing, or foreclosure of the underlying loans. These
unscheduled prepayments of principal create risks that can adversely affect a Fund holding mortgage-backed securities.
For
example, when interest rates decline, the values of mortgage-backed securities generally rise. However, when interest rates decline, unscheduled prepayments can be expected to accelerate, and the Fund would be
required to reinvest the proceeds of the prepayments at the lower interest rates then available. Unscheduled prepayments would also limit the potential for capital appreciation on mortgage-backed securities.
Conversely, when interest rates rise, the values of mortgage-backed securities generally fall. Since rising interest rates typically result in decreased prepayments, this could lengthen the average lives of
mortgage-backed securities, and cause their value to decline more than traditional fixed-income securities.
Generally, mortgage-backed securities compensate for the increased risk associated with prepayments by paying a higher yield. The additional interest paid for risk is measured by the difference between the yield of
a mortgage-backed security and the yield of a U.S. Treasury security with a comparable maturity (the spread). An increase in the spread will cause the price of the mortgage-backed security to decline. Spreads
generally increase in response to adverse economic or market conditions. Spreads may also increase if the security is perceived to have an increased prepayment risk or is perceived to have less market demand.
Greater China Risk
Although larger and/or more established than many emerging markets, the markets of the Greater China region function in many ways as emerging markets, and carry the high levels of risks associated with emerging
markets. Investments in the Greater China region may be subject to the risks associated with trading on less-developed trading markets, in addition to acute political risks such as possible negative repercussions
resulting from China's relationship with Taiwan or Hong Kong, restrictions on monetary repatriation, or other adverse government actions. The attitude of the Chinese government toward growth and capitalism is
uncertain, and the markets of Hong Kong and China could be hurt significantly by any government interference or any material change in government policy. For example, the Chinese government may restrict investment in
companies or industries considered important to national interests, or intervene in the financial markets, such as by imposing trading restrictions, or banning or curtailing short selling. As export-driven economies,
the economies of countries in the Greater China region are affected by developments in the economies of their principal trading partners. A downturn in these economies could slow or eliminate the growth of the
economies of the Greater China region and adversely impact the Fund's investments.
Russian Investment Risk
Russian
laws relating to securities investments and regulations have been created on an ad-hoc basis and do not tend to keep pace with market developments leading to ambiguities in interpretation and inconsistent and
arbitrary application. Monitoring and enforcement of applicable regulations is rudimentary. Russian rules regulating corporate governance either do not exist or are underdeveloped.
Risk Associated with
Noninvestment-Grade Securities
Securities rated below investment grade, also known as junk bonds, generally entail greater economic, credit and liquidity risk than investment-grade securities. For example, their prices are more volatile, economic
downturns and financial setbacks may affect their prices more negatively and their trading market may be more limited. These securities are considered speculative with respect to the issuer's ability to pay interest
and repay principal.
Risk of Investing in Derivative
Contracts and Hybrid Instruments
The
Fund's exposure to derivative contracts and hybrid instruments (either directly or through its investment in another investment company) involves risks different from, or possibly greater than, the risks associated
with investing directly in securities and other traditional investments. First, changes in the value of the derivative contracts and hybrid instruments in which the Fund invests may not be correlated with changes in
the value of the underlying Reference Instruments or, if they are correlated, may move in the opposite direction than originally anticipated. Second, while some strategies involving derivatives may reduce the risk of
loss, they may also reduce potential gains or, in some cases, result in losses by offsetting favorable price movements in portfolio holdings. Third, there is a risk that derivative contracts and hybrid instruments may
be erroneously priced or improperly valued and, as a result, the Fund may need to make increased cash payments to the counterparty. Fourth, exposure to derivative contracts and hybrid instruments may have tax
consequences to the Fund and its shareholders. For example, derivative contracts and hybrid instruments may cause the Fund to realize increased ordinary income or short-term capital gains (which are treated as
ordinary income for Federal income tax purposes) and, as a result, may increase taxable distributions to shareholders. In addition, under certain circumstances certain derivative contracts and hybrid instruments may
cause the Fund to: (a) incur an excise tax on a portion of the income related to those contracts and instruments; and/or (b) reclassify, as a return of capital, some or all of the distributions previously made to
shareholders during the fiscal year as dividend income. Fifth, a common provision in OTC derivative contracts permits the counterparty to terminate any such contract between it and the Fund, if the value of the Fund's
total net assets declines below a specified level over a given time period. Factors that may contribute to such a decline (which usually must be substantial) include significant shareholder redemptions and/or a marked
decrease in the market value of the Fund's investments. Any such termination of the Fund's OTC derivative contracts may adversely affect the Fund (for example, by increasing losses and/or costs, and/or preventing the
Fund from fully implementing its investment strategies). Sixth, the Fund may use a derivative contract to benefit from a decline in the value of a Reference Instrument. If the value of the Reference Instrument
declines during the term of the contract, the Fund makes a profit on the difference (less any payments the Fund is required to pay under the terms of the contract). Any such strategy involves risk. There is no
assurance that the Reference Instrument will decline in value during the term of the contract and make a profit for the Fund. The Reference Instrument may instead appreciate in value creating a loss for the Fund.
Seventh, a default or failure by a CCP or an FCM (also sometimes called a “futures broker”), or the failure of a contract to be transferred from an Executing Dealer to the FCM for clearing, may expose the
Fund to losses, increase its costs, or prevent the Fund from entering or exiting derivative positions, accessing margin or fully implementing its investment strategies. The central clearing of a derivative and trading
of a contract over a SEF could reduce the liquidity in, or increase costs of entering into or holding, any contracts. Finally, derivative contracts and hybrid instruments may also involve other risks described herein
or in the Fund's prospectus, such as stock market, interest rate, credit, currency, liquidity and leverage risks.
Risk Associated with the
Investment Activities of Other Accounts
Investment decisions for the Fund are made independently from those of other accounts managed by the Adviser and accounts managed by affiliates of the Adviser. Therefore, it is possible that investment-related
actions taken by such other accounts could adversely impact the Fund with respect to, for example, the value of Fund portfolio holdings and/or prices paid to or received by the Fund on its portfolio transactions
and/or the Fund's ability to obtain or dispose of portfolio securities. Related considerations are discussed elsewhere in this SAI under “Brokerage Transactions and Investment Allocation.”
Financial Indices Investment
Risk
Financial indices in which a Fund may invest or gain exposure to will be subject to periodic rebalancing. Rebalancing involves an adjustment to the weightings or components in a financial index in order to meet the
index provider's methodology requirements. Where rebalancing occurs, a Fund may adjust its exposure or investment in the financial index to reflect the rebalancing that has occurred. Any rebalancing or investment by
the index may result in a Fund incurring certain related costs (including, but not limited to, brokerage or counterparty costs). In the event that the weighting of a stock in a financial index exceeds the investment
restrictions applicable to the Fund, the Adviser will review the level of investment in the financial index with a view to returning the Fund to compliance. This may also result in additional costs to the Fund.
Cybersecurity Risk
Like
other funds and business enterprises, Federated's business relies on the security and reliability of information and communications technology, systems and networks. Federated uses digital technology, including, for
example, networked systems, email and the Internet, to conduct business operations and engage clients, customers, employees, products, accounts, shareholders, and relevant service providers, among others. Federated,
as well as its funds and certain service providers, also generate, compile and process information for purposes of preparing and making filings or reports to governmental agencies, and a cybersecurity attack or
incident that impacts that information,
or the generation and filing processes, may prevent required regulatory filings and reports from being made. The use of the Internet and other electronic media and technology exposes the Fund, the Fund's shareholders,
and the Fund's service providers, and their respective operations, to potential risks from cybersecurity attacks or incidents (collectively, “cyber-events”).
Cyber-events can result from intentional (or deliberate) attacks or unintentional events by insiders or third parties, including cybercriminals, competitors, nation-states and “hacktivists,” among
others. Cyber-events may include, for example, phishing, use of stolen access credentials, unauthorized access to systems, networks or devices (such as, for example, through “hacking” activity), structured
query language attacks, infection from or spread of malware, ransomware, computer viruses or other malicious software code, corruption of data, and attacks (including, but not limited to, denial of service attacks on
websites) which shut down, disable, slow, impair or otherwise disrupt operations, business processes, technology, connectivity or website or internet access, functionality or performance. Like other funds and business
enterprises, the Fund and its service providers have experienced, and will continue to experience, cyber-events consistently. In addition to intentional cyber-events, unintentional cyber-events can occur, such as, for
example, the inadvertent release of confidential information. To date, cyber-events have not had a material adverse effect on the Fund's business operations or performance.
Cyber-events can affect, potentially in a material way, Federated's relationships with its clients, customers, employees, products, accounts, shareholders and relevant service providers. Any cyber-event could
adversely impact the Fund and its shareholders and cause the Fund to incur financial loss and expense, as well as face exposure to regulatory penalties, reputational damage and additional compliance costs associated
with corrective measures. A cyber-event may cause the Fund, or its service providers, to lose proprietary information, suffer data corruption, lose operational capacity (such as, for example, the loss of the ability
to process transactions, calculate the Fund's NAV, or allow shareholders to transact business or other disruptions to operations), and/or fail to comply with applicable privacy and other laws. Among other potentially
harmful effects, cyber-events also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support the Fund and its service providers. In addition,
cyber-events affecting issuers in which the Fund invests could cause the Fund's investments to lose value.
The
Fund's Adviser and its relevant affiliates have established risk management systems reasonably designed to seek to reduce the risks associated with cyber-events. The Fund's Adviser employs various measures aimed at
mitigating cybersecurity risk, including, among others, use of firewalls, system segmentation, system monitoring, virus scanning, periodic penetration testing, employee phishing training and an employee cybersecurity
awareness campaign. Among other vendor management efforts, Federated also conducts due diligence on key service providers (or vendors) relating to cybersecurity. Federated has established a committee to oversee
Federated's information security and data governance efforts, and updates on cyber-events and risks are reviewed with relevant committees, as well as Federated's and the Fund's Boards of Directors or Trustees, on a
periodic (generally quarterly) basis (and more frequently when circumstances warrant) as part of risk management oversight responsibilities. However, there is no guarantee that the efforts of Federated, the Fund's
Adviser or its affiliates, or other service providers, will succeed, either entirely or partially as there are limits on Federated's and the Fund's ability to prevent or mitigate cyber-events. Among other reasons, the
cybersecurity landscape is constantly evolving, the nature of malicious cyber-events is becoming increasingly sophisticated and the Fund's Adviser, and its relevant affiliates, cannot control the cyber systems and
cybersecurity systems of issuers or third-party service providers.
Investment Objective
(and Policies) and Investment Limitations
The
Fund's investment objective is to provide long-term capital appreciation alongside positive societal impact. The investment objective may be changed by the Fund's Board without shareholder approval.
The
Fund will seek to achieve its investment objective by investing primarily in equity and/or equity-related securities of, or relating to, small and mid-capitalization companies domiciled in, or that derive their income
from, developed and emerging markets. These companies will be listed and/or traded on a regulated market worldwide.
The
Fund is actively managed by the Adviser. The Fund may, from time to time, determine to include information in its marketing materials in relation to the performance of an index or benchmark. For the avoidance of doubt
the Fund's objective is not to track the performance of an index or benchmark. The Fund does not charge any performance fees and, accordingly, no fees are paid to the Adviser on the basis of outperformance of an index
or benchmark.
Investment limitations
Diversification
With
respect to securities comprising 75% of the value of its total assets, the Fund will not purchase securities of any one issuer (other than cash; cash items; securities issued or guaranteed by the government of the
United States or its agencies or instrumentalities and repurchase agreements collateralized by such U.S. government securities; and securities of other investment companies) if, as a result, more than 5% of the value
of its total assets would be invested in the securities of that issuer, or the Fund would own more than 10% of the outstanding voting securities of that issuer.
Concentration
The
Fund will not make investments that will result in the concentration of its investments in the securities of issuers primarily engaged in the same industry or group of industries. For purposes of this restriction, the
term concentration has the meaning set forth in the Investment Company Act of 1940 (“1940 Act”), any rule or order thereunder, or any SEC staff interpretation thereof. Government securities and municipal
securities will not be deemed to constitute an industry.
Underwriting
The
Fund may not underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition or resale of its portfolio securities, under circumstances where it may
be considered to be an underwriter under the Securities Act of 1933.
Investing in Commodities
The
Fund may not purchase or sell physical commodities, provided that the Fund may purchase securities of companies that deal in commodities. For purposes of this restriction, investments in transactions involving futures
contracts and options, forward currency contracts, swap transactions and other financial contracts that settle by payment of cash are not deemed to be investments in commodities.
Investing in Real Estate
The
Fund may not purchase or sell real estate, provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests
therein, or investing in securities that are secured by real estate or interests therein. The Fund may exercise its rights under agreements relating to such securities, including the right to enforce security
interests and to hold real estate acquired by reason of such enforcement until that real estate can be liquidated in an orderly manner.
Borrowing Money and Issuing Senior
Securities
The
Fund may borrow money, directly or indirectly, and issue senior securities to the maximum extent permitted under the 1940 Act, any rule or order there under, or any SEC staff interpretation thereof.
Lending
The
Fund may not make loans, provided that this restriction does not prevent the Fund from purchasing debt obligations, entering into repurchase agreements, lending its assets to broker/dealers or institutional investors
and investing in loans, including assignments and participation interests.
The above
limitations cannot be changed unless authorized by the Board and by the vote of a majority of the Fund's outstanding voting securities, as defined by the 1940 Act, which means the lesser of (a) 67% of the shares of
the Fund present or represented by proxy at a meeting if the holders of more than 50% of the outstanding shares are present or represented at the meeting or (b) more than 50% of the outstanding shares of the Fund. The
following limitations, however, may be changed by the Board without shareholder approval. Shareholders will be notified before any material change in these limitations becomes effective.
Illiquid Securities
The
Fund will not purchase securities for which there is no readily available market, or enter into repurchase agreements or purchase time deposits that the Fund cannot dispose of within seven days, if immediately after
and as a result, the value of such securities would exceed, in the aggregate, 15% of the Fund's net assets.
Purchases on Margin
The
Fund will not purchase securities on margin, provided that the Fund may obtain short-term credits necessary for the clearance of purchases and sales of securities and further provided that the Fund may make margin
deposits in connection with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments.
Pledging Assets
The
Fund will not mortgage, pledge or hypothecate any of its assets, provided that this shall not apply to the transfer of securities in connection with any permissible borrowing or to collateral arrangements in
connection with permissible activities.
Non-Fundamental
Names Rule Policy
The
Fund will invest its assets so that at least 80% of its net assets (plus any borrowing for investment purposes) are invested in equity investments. The Fund will notify shareholders at least 60 days in advance of any
change in its investment policy that would enable the Fund to invest, under normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in equity investments.
Additional Information
For
purposes of the above limitations, the Fund considers certificates of deposit and demand and time deposits issued by a U.S. branch of a domestic bank or savings association having capital, surplus, and undivided
profits in excess of $100,000,000 at the time of investment to be “cash items” and “bank instruments.” Except with respect to borrowing money, if a percentage limitation is adhered to at the
time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such limitation.
In applying the concentration restriction: (a) utility companies will be divided according to their services (for example, gas, gas transmission, electric and telephone will be considered a
separate industry); (b) financial service companies will be classified according to the end users of their services (for example, automobile finance, bank finance and diversified finance will each be considered a
separate industry); (c) asset-backed securities will be classified according to the underlying assets securing such securities; (d) municipal securities shall exclude private activity municipal debt securities, which
are principally backed by the assets and revenues of the non-governmental user of the funds generated by securities issuance; and (e) the Fund will typically consider (i.e., look through to) the concentration of an
investment company in which it invests only if that investment company is itself a concentrated portfolio.
To
conform to the current view of the SEC that only domestic bank deposit instruments may be excluded from industry concentration limitations, as a matter of non-fundamental policy, the Fund will not exclude foreign bank
instruments from industry concentration limitations so long as the policy of the SEC remains in effect. In addition, investments in bank instruments, and investments in certain industrial development bonds funded by
activities in a single industry, will be deemed to constitute investment in an industry, except when held for temporary defensive purposes. The investment of more than 25% of the value of the Fund's total assets in
any one industry will constitute “concentration.”
For purposes of the above limitations, municipal securities are those securities issued by governments or political subdivisions of governments.
In
applying the borrowing limitation, in accordance with Section 18(f)(1) of the 1940 Act and current SEC rules and guidance, the Fund is permitted to borrow money, directly or indirectly, provided that immediately after
any such borrowing, the Fund has asset coverage of at least 300% for all of the Fund's borrowings.
In
applying the Names Rule Policy, the Fund will not consider convertible securities to be equity securities for the purposes of determining whether at least 80% of the Fund's net assets (plus any borrowings for
investment purposes) are invested in equity investments.
What Do Shares Cost?
Determining Market Value of
Securities
A
Share's net asset value (NAV) is determined as of the end of regular trading on the New York Stock Exchange (NYSE) (normally 4:00 p.m. Eastern time) each day the NYSE is open. The Fund calculates the NAV of each class
by valuing the assets allocated to the Share's class, subtracting the liabilities allocated to each class and dividing the balance by the number of Shares of the class outstanding. The NAV for each class of Shares may
differ due to the level of expenses allocated to each class as well as a result of the variance between the amount of accrued investment income and capital gains or losses allocated to each class and the amount
actually distributed to shareholders of each class. The NAV is calculated to the nearest whole cent per Share.
In
calculating its NAV, the Fund generally values investments as follows:
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Equity securities listed on a U.S. securities exchange or traded through the U.S. national market system are valued at their last reported sale price or official closing price in their principal
exchange or market. If a price is not readily available, such equity securities are valued based upon the mean of closing bid and asked quotations from one or more dealers.
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Other equity securities traded primarily in the United States are valued based upon the mean of closing bid and asked quotations from one or more dealers.
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Equity securities traded primarily through securities exchanges and regulated market systems outside the United States are valued at their last reported sale price or official closing price in their
principal exchange or market. These prices may be adjusted for significant events occurring after the closing of such exchanges or market systems as described below. If a price is not readily available, such equity
securities are valued based upon the mean of closing bid and asked quotations from one or more dealers.
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Fixed-income securities are fair valued using price evaluations provided by a pricing service approved by the Board. The methods used by pricing services to determine such price evaluations are
described below. If a price evaluation from a pricing service is not readily available, such fixed-income securities are fair valued based upon price evaluations from one or more dealers.
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Futures contracts listed on exchanges are valued at their reported settlement price. Option contracts listed on exchanges are valued based upon the mean of closing bid and asked quotations reported by
the exchange or from one or more futures commission merchants.
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OTC derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Board. The methods used by pricing services to determine such price evaluations are
described below. If a price evaluation from a pricing service is not readily available, such derivative contracts are fair valued based upon price evaluations from one or more dealers or using a recognized pricing
model for the contract.
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Shares of other mutual funds or non-exchange-traded investment companies are valued based upon their reported NAVs. The prospectuses for these mutual funds explain the circumstances
under which they will use fair value pricing and the effects of using fair value pricing.
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If any
price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, if the Fund cannot obtain price evaluations from a pricing service or from more than one dealer for an
investment within a reasonable period of time as set forth in the Fund's valuation policies and procedures, or if information furnished by a pricing service, in the opinion of the Valuation Committee, is deemed not
representative of the fair value of such security, the Fund will use the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund could
purchase or sell an investment at the price used to calculate the Fund's NAV. The Fund will not use a pricing service or dealer who is an affiliated person of the Adviser to value investments.
Noninvestment assets and liabilities are valued in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The NAV calculation includes expenses, dividend income, interest income, other income and
realized and unrealized investment gains and losses through the date of the calculation. Changes in holdings of investments and in the number of outstanding Shares are included in the calculation not later than the
first business day following such change. Any assets or liabilities denominated in foreign currencies are converted into U.S. dollars using an exchange rate obtained from one or more currency dealers.
The
Fund follows procedures that are common in the mutual fund industry regarding errors made in the calculation of its NAV. This means that, generally, the Fund will not correct errors of less than one cent per Share or
errors that did not result in net dilution to the Fund.
Fair Valuation and Significant
Events Procedures
The
Board has ultimate responsibility for determining the fair value of investments for which market quotations are not readily available. The Board has appointed a Valuation Committee comprised of officers of the Fund,
the Adviser and certain of the Adviser's affiliated companies to assist in determining fair value and in overseeing the calculation of the NAV. The Board has also authorized the use of pricing services recommended by
the Valuation Committee to provide price evaluations of the current fair value of certain investments for purposes of calculating the NAV.
Pricing
Service Valuations.
Based on the recommendations of the Valuation Committee, the Board has authorized the Fund, subject to Board oversight, to use pricing services that provide daily fair
value evaluations of the current value of certain investments, primarily fixed-income securities and OTC derivatives contracts. Different pricing services may provide different price evaluations for the same security
because of differences in their methods of evaluating market values. Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon,
maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers and general market conditions. A pricing service may find it more difficult to apply
these and other factors to relatively illiquid or volatile investments, which may result in less frequent or more significant changes in the price evaluations of these investments. If a pricing service determines that
it does not have sufficient information to use its standard methodology, it may evaluate an investment based on the present value of what investors can reasonably expect to receive from the issuer's operations or
liquidation.
Special
valuation considerations may apply with respect to the Fund's “odd-lot” positions, if any, as the Fund may receive lower prices when it sells such positions than it would receive for sales of institutional
round lot positions. Typically, these securities are valued assuming orderly transactions of institutional round lot sizes, but the Fund may hold or, from time to time, transact in such securities in smaller, odd lot
sizes.
The
Valuation Committee engages in oversight activities with respect to the Fund's pricing services, which includes, among other things, monitoring significant or unusual price fluctuations above predetermined tolerance
levels from the prior day, back-testing of pricing services' prices against actual sale transactions, conducting periodic due diligence meetings and reviews, and periodically reviewing the inputs, assumptions and
methodologies used by these pricing services. If information furnished by a pricing service is not readily available or, in the opinion of the Valuation Committee, is deemed not representative of the fair value of
such security, the security will be fair valued by the Valuation Committee in accordance with procedures established by the Trustees as discussed below in “Fair Valuation Procedures.”
Some
pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a “bid” evaluation). Other pricing services offer both bid evaluations and price evaluations
indicative of a price between the prices bid and asked for the investment (a “mid” evaluation). The Fund normally uses bid evaluations for any U.S. Treasury and Agency securities, mortgage-backed
securities and municipal securities. The Fund normally uses mid evaluations for any other types of fixed-income securities and any OTC derivative contracts.
Fair
Valuation Procedures.
The Board has established procedures for determining the fair value of investments for which price evaluations from pricing services or dealers and market quotations are
not readily available. The procedures define an investment's “fair value” as the price that the Fund might reasonably expect to receive upon its current sale. The procedures assume that any sale would be
made to a willing buyer in the ordinary course of trading. The procedures require consideration of factors that vary based on the type of investment and the information available. Factors that may be considered in
determining an investment's fair value include: (1) the last reported price at which the investment was traded; (2) information provided by dealers or investment analysts regarding the investment or the issuer; (3)
changes in financial conditions and business prospects disclosed in the issuer's financial statements and other reports; (4) publicly announced transactions (such as tender offers and mergers) involving the issuer;
(5) comparisons to other investments or to financial indices that are correlated to the investment; (6) with respect to fixed-income investments, changes in market yields and spreads; (7) with respect to investments
that have been suspended from trading, the circumstances leading to the suspension; and (8) other factors that might affect the investment's value.
The
Valuation Committee is responsible for the day-to-day implementation of these procedures subject to Board oversight. The Valuation Committee may also authorize the use of a financial valuation model to determine the
fair value of a specific type of investment. The Board periodically reviews and approves the fair valuations made by the Valuation Committee and any changes made to the procedures.
Using
fair value to price investments may result in a value that is different from an investment's most recent closing price and from the prices used by other mutual funds to calculate their NAVs. The application of the
fair value procedures to an investment represent a good faith determination of an investment's fair value. There can be no assurance that the Fund could obtain the fair value assigned to an investment if it sold the
investment at approximately the time at which the Fund determines its NAV per share.
Significant Events.
The Board has adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of
the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an
affirmative expectation that the investment's value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the
close of the principal market on which a security is traded, or the time of a price evaluation provided by a pricing service or a dealer, include:
■
|
With respect to securities traded principally in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures contracts;
|
■
|
Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
|
■
|
Announcements concerning matters such as acquisitions, recapitalizations or litigation developments, or a natural disaster affecting the issuer's operations or regulatory changes or
market developments affecting the issuer's industry.
|
The
Board has adopted procedures whereby the Valuation Committee uses a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has
been a significant trend in the U.S. equity markets or in index futures trading. The pricing service uses models that correlate changes between the closing and opening price of equity securities traded primarily in
non-U.S. markets to changes in prices in U.S.-traded securities and derivative contracts. The pricing service seeks to employ the model that provides the most significant correlation based on a periodic review of the
results. The model uses the correlation to adjust the reported closing price of a foreign equity security based on information available up to the close of the NYSE.
For
other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the fair value of the
investment is determined using the methods discussed above in
“Fair Valuation Procedures.”
The Board has ultimate responsibility for any fair valuations made in response to a significant event.
How is the Fund Sold?
Under
the Distributor's Contract with the Fund, the Distributor (“Federated Securities Corp.”) offers Shares on a continuous, best-efforts basis.
Additional Payments To Financial
Intermediaries
The
Distributor may pay out of its own resources amounts to certain financial intermediaries, including broker-dealers, banks, registered investment advisers, independent financial planners and retirement plan
administrators. In some cases, such payments may be made by, or funded from the resources of, companies affiliated with the Distributor (including the Adviser). While Financial Industry Regulatory Authority, Inc.
(FINRA) regulations limit the sales charges that you may bear, there are no limits with regard to the amounts that the Distributor may pay out of its own resources. In addition to the payments which are generally
described herein and in the Prospectus, the financial intermediary also may receive payments under the Rule 12b-1 Plan and/or Service Fees. In connection with these payments, the financial intermediary may elevate the
prominence or profile of the Fund and/or other Federated funds within the financial intermediary's organization by, for example, placement on a list of preferred or recommended funds and/or granting the Distributor
preferential or enhanced opportunities to promote the funds in various ways within the financial intermediary's organization. The same financial intermediaries may receive payments under more than one or all
categories. These payments assist in the Distributor's efforts to support the sale of Shares. These payments are negotiated and may be based on such factors as: the number or value of Shares that the financial
intermediary sells or may sell; the value of client assets invested; the level and types of services or support furnished by the financial intermediary; or the Fund's and/or other Federated funds' relationship with
the financial intermediary. Not all financial intermediaries receive such payments and the amount of compensation may vary by intermediary. You should ask your financial intermediary for information about any payments
it receives from the Distributor or the Federated funds and any services it provides, as well as the fees and/or commissions it charges.
The
categories of additional payments are described below.
Regarding the Fund's IS Class, the IS Class of the Fund currently does not accrue, pay or incur any shareholder services/account administration fees, although the Board of Trustees has approved the IS Class of the
Fund to accrue, pay and incur such fees in amounts up to a maximum amount of 0.25%, or some lesser amount as the Board of Trustees shall approve from time to time. The IS Class of the Fund will not incur or charge
such fees until such time as approved by the Fund's Board of Trustees.
The
categories of additional payments are described below.
Supplemental Payments
The
Distributor may make supplemental payments to certain financial intermediaries that are holders or dealers of record for accounts in one or more of the Federated funds. These payments may be based on such factors as:
the number or value of Shares the financial intermediary sells or may sell; the value of client assets invested; or the type and nature of services or support furnished by the financial intermediary.
Processing Support Payments
The
Distributor may make payments to certain financial intermediaries that sell Federated fund shares to help offset their costs associated with client account maintenance support, statement processing and transaction
processing. The types of payments that the Distributor may make under this category include: payment of ticket charges on a per-transaction basis; payment of networking fees; and payment for ancillary services such as
setting up funds on the financial intermediary's mutual fund trading system.
Retirement Plan Program Servicing
Payments
The
Distributor may make payments to certain financial intermediaries who sell Federated fund shares through retirement plan programs. A financial intermediary may perform retirement plan program services itself or may
arrange with a third party to perform retirement plan program services. In addition to participant recordkeeping, reporting or transaction processing, retirement plan program services may include: services rendered to
a plan in connection with fund/investment selection and monitoring; employee enrollment and education; plan balance rollover or separation; or other similar services.
Marketing Support Payments
From
time to time, the Distributor, at its expense, may provide additional compensation to financial intermediaries that sell or arrange for the sale of Shares. Such compensation, provided by the Distributor, may include
financial assistance to financial intermediaries that enable the Distributor to participate in or present at conferences or seminars, sales or training programs for invited registered representatives and other
employees, client entertainment, client and investor events and other financial intermediary-sponsored events.
The
Distributor also may hold or sponsor, at its expense, sales events, conferences and programs for employees or associated persons of financial intermediaries and may pay the travel and lodging expenses of attendees.
The Distributor also may provide, at its expense, meals and entertainment in conjunction with meetings with financial intermediaries. Other compensation may be offered to the extent not prohibited by applicable
federal or state law or regulations, or the rules of any self-regulatory agency, such as FINRA. These payments may vary depending on the nature of the event or the relationship.
For the
year ended December 31, 2017, the following is a list of FINRA member firms that received additional payments from the Distributor or an affiliate. Additional payments may also be made to certain other financial
intermediaries that are not FINRA member firms that sell Federated fund shares or provide services to the Federated funds and shareholders. These firms are not included in this list. Any additions, modifications or
deletions to the member firms identified in this list that have occurred since December 31, 2017, are not reflected. You should ask your financial intermediary for information about any additional payments it receives
from the Distributor.
ADP Broker-Dealer, Inc.
American Enterprise Investment Services, Inc.
American Portfolios Financial Services, Inc.
Ascensus Financial Services, Inc.
AXA Advisors, LLC
B.C. Ziegler and Company
Banc of America Investment Services, Inc.
BB&T Securities, LLC
BMO Harris Financial Advisors, Inc.
Bogart Wealth LLC
Broadridge Business Process Outsourcing, LLC
Cadaret, Grant & Co., Inc.
Callan LLC
Cambridge Investment Research, Inc.
Cary Street Partners and LLC
CBIZ Financial Solutions, Inc.
Cetera Advisors LLC
Cetera Financial Specialists LLC
Cetera Investment Services LLC
Charles Schwab & Company, Inc.
CIBC Asset Management Inc.
Citigroup Global Markets Inc.
Citizens Securities Inc.
Cobiz Wealth LLC
Comerica Securities, Inc.
Commonwealth Financial Network
Concord Wealth Partners
Cuso Financial Services, L.P.
Cutter & Company, Inc.
CVAGS, LLC
Davenport & Company LLC
David Lerner Associates, Inc.
Deutsche Bank Securities Inc.
Edward D. Jones & Co., LP
Epic Advisors, Inc.
FBL Marketing Services, LLC
Fidelity Brokerage Services, Inc.
Fiducia Group, LLC
Fifth Third Securities, Inc.
Financial Concepts Unlimited, Inc.
Financial Planning Consultants Inc.
First Allied Securities, Inc.
FIS Brokerage & Securities Services LLC
FSC Securities Corporation
Girard Securities, Inc.
Global Financial Private Capital, LLC
Goldman, Sachs, & Co. LLC
GWFS Equities, Inc.
H.D. Vest Investment Securities, Inc.
Hand Securities, Inc.
HefrenTillotson, Inc.
HighTower Securities LLC
Highwater Wealth Management, LLC
Hilltop Securities Inc.
Hughes Financial Services LLC
Infinex Investments, Inc.
Institutional Cash Distributors, LLC
Institutional Securities Corporation
Invest Financial Corporation
Investment Professionals, Inc.
J.J.B. Hilliard, W.L. Lyons, LLC
J.P. Morgan Securities LLC
Janney
Montgomery Scott LLC
Kestra Investment Services, LLC
Key Investment Services, LLC
KeyBanc Capital Markets, Inc.
Keystone Financial Planning
KMS Financial Services, Inc.
Koesten Hirschmann & Crabtree, Inc.
Laidlaw Asset Management LLC
Lieblong & Associates, Inc.
Lincoln Financial Advisors Corporation
Lincoln Investment Planning, LLC
Lockton Financial Advisors LLC
LPL Financial LLC
M&T Securities Inc.
Merrill Lynch, Pierce, Fenner and Smith Incorporated
Mid Atlantic Capital Corp.
MML Investors Services, LLC
Morgan Stanley Smith Barney LLC
National Financial Services LLC
National Planning Corporation
Nationwide Investment Services Corporation
NBC Securities, Inc.
Niagara International Capital Limited
NYLIFE Distributors LLC
Oneamerica Securities, Inc.
Oppenheimer & Company, Inc.
Paychex Securities Corp.
People's Securities, Inc.
Pershing LLC
PFE Advisors, Inc.
Piper Jaffray & Co.
Planmember Securities Corporation
PNC Investments LLC
Prospera Financial Services, Inc.
Prudential Investment Management Services, LLC
Purshe Kaplan Sterling Investments
Raymond James & Associates, Inc.
RBC Capital Markets, LLC
Resources Investment Advisors, Inc.
Robert W. Baird & Co. Inc.
Royal Alliance Associates Inc.
SagePoint Financial, Inc.
Securian Financial Services, Inc.
Securities America, Inc.
Securities Service Network, Inc.
Security Distributors LLC
Segal Advisors, Inc.
Sentry Advisors, LLC
Sigma Financial Corporation
Soltis Investment Advisors, LLC
Spire Securities LLC
State Street Global Markets, LLC
Stephens Inc.
Sterne, Agee & Leach, Inc.
Stifel, Nicolaus & Company, Incorporated
Summit Brokerage Services, Inc.
Summit Capital, Inc.
Suntrust Robinson Humphrey, Inc.
Synovus Securities, Inc.
TD Ameritrade, Inc.
Thrivent Investment Management, Inc.
TIAA CREF Individual & Institutional Services LLC
The Huntington Investment Company
Transamerica Capital Inc.
Transamerica Financial Advisors, Inc.
U.S. Bancorp Investments, Inc.
UBS Financial Services Inc.
UBS Securities LLC
UMB Financial Services, Inc.
United Planners Financial Services of America
Valor Financial Securities LLC
Vanguard Marketing Corporation
Vining-Sparks IBG, Limited Partnership
Vision Financial Markets LLC
Voya Financial Advisors, Inc.
Voya Retirement Advisors, LLC
Waddell & Reed, Inc.
Wayne Hummer Investments LLC
Wedbush Morgan Securities Inc.
Wells Fargo Clearing Services LLC
Wells Fargo Securities, LLC
WestPark Capital, Inc.
WFG Investments, Inc.
Woodbury Financial Services, Inc.
XML Financial, LLC
Purchases
In-Kind
You may contact the Distributor to request a purchase of Shares using securities you own. The Fund reserves the right to determine whether to accept your securities and the minimum market value to accept. The Fund
will value your securities in the same manner as it values its assets. An in-kind purchase may be treated as a sale of your securities for federal tax purposes; please consult your tax adviser regarding potential tax
liability.
Redemption
In-Kind
Although the Fund generally intends to pay Share redemptions in cash, it reserves the right, on its own initiative or in response to a shareholder request, to pay the redemption price in whole or in part by a
distribution of the Fund's portfolio securities.
Because
the Fund has elected to be governed by Rule 18f-1 under the 1940 Act, the Fund is obligated to pay Share redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1% of the net assets represented
by such Share class during any 90-day period.
Any
Share redemption payment greater than this amount will also be in cash unless the Fund elects to pay all or a portion of the remainder of the redemption in portfolio securities, valued in the same way as the Fund
determines its NAV.
Redemption in-kind is not as liquid as a cash redemption. Shareholders receiving the portfolio securities could have difficulty selling them, may incur related transaction costs and would be subject to risks of
fluctuations in the securities' values prior to sale.
Delaware Statutory Trust
Law
The
Fund is an organization of the type commonly known as a “Delaware statutory trust.” The Fund's Declaration of Trust provides that the Trustees and officers of the Fund, in their capacity as such, will not
be personally liable for errors of judgment or mistakes of fact or law; but nothing in the Declaration of Trust protects a Trustee against any liability to the Fund or its shareholders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. Voting rights are not cumulative, which means that the holders of more
than 50% of the Shares voting for the election of Trustees can elect 100% of the Trustees and, in such event, the holders of the remaining less than 50% of the Shares voting on the matter will not be able to elect any
Trustees.
In the
unlikely event a shareholder is held personally liable for the Trust's obligations, the Trust is required by the Declaration of Trust to use its property to protect or compensate the shareholder. On request, the Trust
will defend any claim made and pay any judgment against a shareholder for any act or obligation of the Trust. Therefore, financial loss resulting from liability as a shareholder will occur only if the Trust itself
cannot meet its obligations to indemnify shareholders and pay judgments against them.
Account and Share
Information
Voting Rights
Each
Share of the Fund gives the shareholder one vote in Trustee elections and other matters submitted to shareholders for vote.
All
Shares of the Fund have equal voting rights, except that in matters affecting only a particular class, only Shares of that class are entitled to vote.
Trustees may be removed by the Board or by shareholders at a special meeting. A special meeting of shareholders will be called by the Board upon the written request of shareholders who own at least 10% of the
Trust's outstanding Shares of all series entitled to vote.
Tax Information
Federal Income Tax
The
Fund intends to meet requirements of Subchapter M of the Internal Revenue Code (“Code”) applicable to regulated investment companies. If these requirements are not met, it will not receive special tax
treatment and will be subject to federal corporate income tax.
Tax Basis Information
The
Fund's Transfer Agent is required to provide you with the cost basis information on the sale of any of your Shares in the Fund, subject to certain exceptions.
Foreign Investments
If the
Fund purchases foreign securities, its investment income may be subject to foreign withholding or other taxes that could reduce the return on these securities. Tax treaties between the United States and foreign
countries, however, may reduce or eliminate the amount of foreign taxes to which the Fund would be subject. The effective rate of foreign tax cannot be predicted since the amount of Fund assets to be invested within
various countries is uncertain. However, the Fund intends to operate so as to qualify for treaty-reduced tax rates when applicable.
Distributions from the Fund may be based on estimates of book income for the year. Book income generally consists solely of the income generated by the securities in the portfolio, whereas tax-basis income includes,
in addition, gains or losses attributable to currency fluctuation. Due to differences in the book and tax treatment of fixed-income securities denominated in foreign currencies, it is difficult to project currency
effects on an interim basis. Therefore, to the extent that currency fluctuations cannot be anticipated, a portion of distributions to shareholders could later be designated as a return of capital, rather than income,
for income tax purposes, which may be of particular concern to certain trusts.
Certain
foreign corporations may qualify as Passive Foreign Investment Companies (PFIC). There are special rules prescribing the tax treatment of such an investment by the Fund, which could subject the Fund to federal income
tax.
If more
than 50% of the value of the Fund's assets at the end of the tax year is represented by stock or securities of foreign corporations, the Fund will qualify for certain Code provisions that allow its shareholders to
claim a foreign tax credit or deduction on their U.S. income tax returns. The Code may limit a shareholder's ability to claim a foreign tax credit. Shareholders who elect to deduct their portion of the Fund's foreign
taxes rather than take the foreign tax credit must itemize deductions on their income tax returns.
Who Manages and Provides
Services to the Fund?
Board of Trustees
The
Board of Trustees 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 Trustee
and the senior officers of the Fund. Where required, the tables separately list Trustees who are “interested persons” of the Fund (i.e., “Interested” Trustees) and those who are not (i.e.,
“Independent” Trustees). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779. The address of all Independent Trustees
listed is 4000 Ericsson Drive, Warrendale, PA 15086-7561; Attention: Mutual Fund Board. As of December 31, 2017, the Trust comprised one portfolio, and the Federated Fund Complex consisted of 40 investment companies
(comprising 108 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Trustee oversees all portfolios in the Federated Fund Complex and serves for an indefinite term.
qualifications of Independent
Trustees
Individual Trustee qualifications are noted in the “Independent Trustees Background and Compensation” chart. In addition, the following characteristics are among those that were considered for each
existing Trustee and will be considered for any Nominee Trustee.
■
|
Outstanding skills in disciplines deemed by the Independent Trustees to be particularly relevant to the role of Independent Trustee and to the Federated funds, including legal, accounting, business
management, the financial industry generally and the investment industry particularly.
|
■
|
Desire and availability to serve for a substantial period of time, taking into account the Board's current mandatory retirement age of 75 years.
|
■
|
No conflicts which would interfere with qualifying as independent.
|
■
|
Appropriate interpersonal skills to work effectively with other Independent Trustees.
|
■
|
Understanding and appreciation of the important role occupied by Independent Trustees in the regulatory structure governing regulated investment companies.
|
■
|
Diversity of background.
|
interested Trustees Background
and Compensation
Name
Birth Date
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)
|
Aggregate
Compensation
From Fund
(past fiscal year)
|
Total Compensation
From Trust and
Federated Fund Complex
(past calendar year)
|
J. Christopher Donahue*
Birth Date: April 11, 1949
President and Trustee
Indefinite Term
Began serving: May 2017
|
Principal Occupations:
Principal Executive Officer and President of certain of the Funds in the Federated Fund Complex; Director or Trustee of the Funds in the Federated Fund Complex; President, Chief Executive
Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management
Corp.; Chairman and Trustee, Federated Equity Management Company of Pennsylvania; 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.; Chairman, Passport Research, Ltd.
|
$0
|
$0
|
John B. Fisher*
Birth Date: May 16, 1956
Trustee
Indefinite Term
Began serving: May 2017
|
Principal Occupations:
Principal Executive Officer and President of certain of the Funds in the Federated Fund Complex; Director or Trustee of certain of the Funds in the Federated Fund Complex; Vice President,
Federated Investors, Inc.; President, Director/Trustee and CEO, Federated Advisory Services Company, Federated Equity Management Company of Pennsylvania, Federated Global Investment Management Corp., Federated
Investment Counseling, Federated Investment Management Company; President of some of the Funds in the Federated Fund Complex and Director, Federated Investors Trust Company.
Previous Positions:
President and Director of the Institutional Sales Division of Federated Securities Corp.; President and Director of Federated Investment Counseling; President and CEO of Passport Research,
Ltd.; Director, Edgewood Securities Corp.; Director, Federated Services Company; Director, Federated Investors, Inc.; Chairman and Director, Southpointe Distribution Services, Inc. and President, Technology, Federated
Services Company.
|
$0
|
$0
|
*
|
Reasons for “interested” status: J. Christopher Donahue and John B. Fisher are interested due to their beneficial ownership of shares of Federated Investors, Inc. and due to positions they hold with
Federated and its subsidiaries.
|
Independent
Trustees BACKGROUND, qualifications AND COMPENSATION
Name
Birth Date
Positions Held withTrust
Date Service Began
|
Principal Occupation(s) and Other Directorships Held for
Past Five Years, Previous Position(s) and Qualifications
|
Aggregate
Compensation
From Fund
(past fiscal year)+
|
Total Compensation
FromTrust and
Federated Fund Complex
(past calendar year)
|
John T. Collins
Birth Date: January 24, 1947
Trustee
Indefinite Term
Began serving: May 2017
|
Principal Occupations:
Director or Trustee of the Federated Fund Complex; formerly, Chairman and CEO, The Collins Group, Inc. (a private equity firm) (Retired).
Other Directorships Held:
Director, Current Chair of the Compensation Committee, KLX Corp.
Qualifications:
Mr. Collins has served in several business and financial management roles and directorship positions throughout his career. Mr. Collins previously served as Chairman and CEO, The Collins
Group, Inc. (a private equity firm). Mr. Collins serves as Chairman Emeriti, Bentley University. Mr. Collins previously served as Director and Audit Committee Member, Bank of America Corp.; Director, FleetBoston
Financial Corp.; and Director, Beth Israel Deaconess Medical Center (Harvard University Affiliate Hospital).
|
$0
|
$275,000
|
Name
Birth Date
Positions Held withTrust
Date Service Began
|
Principal Occupation(s) and Other Directorships Held for
Past Five Years, Previous Position(s) and Qualifications
|
Aggregate
Compensation
From Fund
(past fiscal year)+
|
Total Compensation
FromTrust and
Federated Fund Complex
(past calendar year)
|
G. Thomas Hough
Birth Date: February 28, 1955
Trustee
Indefinite Term
Began serving: May 2017
|
Principal Occupations:
Director or Trustee of the Federated Fund Complex; formerly, Vice Chair, Ernst & Young LLP (public accounting firm) (Retired).
Other Directorships Held:
Director, Chair of the Audit Committee, Governance Committee, Publix Super Markets, Inc.; Director, Member of the Audit Committee and Technology Committee of Equifax, Inc.
Qualifications:
Mr. Hough has served in accounting, business management and directorship positions throughout his career. Mr. Hough most recently held the position of Americas Vice Chair of Assurance with
Ernst & Young LLP (public accounting firm). Mr. Hough is an Executive Committee member of the United States Golf Association; he serves on the President's Cabinet and Business School Board of Visitors for the
University of Alabama and is on the Business School Board of Visitors for Wake Forest University.
|
$0
|
$275,000
|
Maureen Lally-Green
Birth Date: July 5, 1949
Trustee
Indefinite Term
Began serving: May 2017
|
Principal Occupations:
Director or Trustee of the Federated Fund Complex; Dean of the Duquesne University School of Law; Professor and Adjunct Professor of Law, Duquesne University School of Law; formerly,
Interim Dean of the Duquesne University School of Law; formerly, Associate General Secretary and Director, Office of Church Relations, Diocese of Pittsburgh.
Other Directorships Held:
Director, CNX Resources Corporation (formerly known as CONSOL Energy Inc.).
Qualifications:
Judge Lally-Green has served in various legal and business roles and directorship positions throughout her career. Judge Lally-Green previously served as a member of the Superior Court of
Pennsylvania and as a Professor of Law, Duquesne University School of Law. Judge Lally-Green also currently holds the positions on not for profit or for profit boards of directors as follows: Director and Chair, UPMC
Mercy Hospital; Director and Vice Chair, Our Campaign for the Church Alive!, Inc.; Director, Saint Vincent College; Member, Pennsylvania State Board of Education (public); and Director CNX Resources Corporation
(formerly known as CONSOL Energy Inc.). Judge Lally-Green has held the positions of: Director, Auberle; Director, Epilepsy Foundation of Western and Central Pennsylvania; Director, Ireland Institute of Pittsburgh;
Director, Saint Thomas More Society; Director and Chair, Catholic High Schools of the Diocese of Pittsburgh, Inc.; Director, Pennsylvania Bar Institute; Regent, St. Vincent Seminary; and Director and Chair, North
Catholic High School, Inc.
|
$0
|
$275,000
|
Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
Trustee
Indefinite Term
Began serving: May 2017
|
Principal Occupations:
Director or Trustee of the Federated Fund Complex; Management Consultant.
Other Directorships Held:
None.
Qualifications:
Mr. Mansfield has served as a Marine Corps officer and in several banking, business management, educational roles and directorship positions throughout his long career. He remains active
as a Management Consultant.
|
$0
|
$250,000
|
Name
Birth Date
Positions Held withTrust
Date Service Began
|
Principal Occupation(s) and Other Directorships Held for
Past Five Years, Previous Position(s) and Qualifications
|
Aggregate
Compensation
From Fund
(past fiscal year)+
|
Total Compensation
FromTrust and
Federated Fund Complex
(past calendar year)
|
Thomas M. O'Neill
Birth Date: June 14, 1951
Trustee
Indefinite Term
Began serving: May 2017
|
Principal Occupations:
Director or Trustee, Chair of the Audit Committee of the Federated Fund Complex; Sole Proprietor, Navigator Management Company (investment and strategic consulting).
Other Directorships Held:
None.
Qualifications:
Mr. O'Neill has served in several business, mutual fund and financial management roles and directorship positions throughout his career. Mr. O'Neill serves as Director, Medicines for
Humanity and Director, The Golisano Children's Museum of Naples, Florida. Mr. O'Neill previously served as Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment
Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; Credit
Analyst and Lending Officer, Fleet Bank; Director and Consultant, EZE Castle Software (investment order management software); and Director, Midway Pacific (lumber).
|
$0
|
$300,000
|
P. Jerome Richey
Birth Date: February 23, 1949
Trustee
Indefinite Term
Began serving: May 2017
|
Principal Occupations:
Director or Trustee of the Federated Fund Complex; Management Consultant; formerly, Senior Vice Chancellor and Chief Legal Officer, University of Pittsburgh and Executive Vice President
and Chief Legal Officer, CNX Resources Corporation (formerly known as CONSOL Energy Inc.).
Other Directorships Held:
None.
Qualifications:
Mr. Richey has served in several business and legal management roles and directorship positions throughout his career. Mr. Richey most recently held the positions of Senior Vice Chancellor
and Chief Legal Officer, University of Pittsburgh. Mr. Richey previously served as Chairman of the Board, Epilepsy Foundation of Western Pennsylvania and Chairman of the Board, World Affairs Council of Pittsburgh. Mr.
Richey previously served as Chief Legal Officer and Executive Vice President, CNX Resources Corporation (formerly known as CONSOL Energy Inc.) and Board Member, Ethics Counsel and Shareholder, Buchanan Ingersoll &
Rooney PC (a law firm).
|
$0
|
$250,000
|
John S. Walsh
Birth Date: November 28, 1957
Trustee
Indefinite Term
Began serving: May 2017
|
Principal Occupations:
Director or Trustee and Chair of the Board of Directors or Trustees, of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters);
President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.
Other Directorships Held:
None.
Qualifications:
Mr. Walsh has served in several business management roles and directorship positions throughout his career. Mr. Walsh previously served as Vice President, Walsh & Kelly, Inc. (paving
contractors).
|
$0
|
$250,000
|
+
|
Because the Fund is a new portfolio of the Trust, Trustee compensation has not yet been earned and will be reported following the Fund's next fiscal year.
|
OFFICERS*
Name
Birth Date
Address
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) and Previous Position(s)
|
Lori A. Hensler
Birth Date: January 6, 1967
Treasurer
Officer since: May 2017
|
Principal Occupations:
Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated
Securities Corp. and Edgewood Services, Inc.; and Assistant Treasurer, Federated Investors Trust Company. Ms. Hensler has received the Certified Public Accountant designation.
Previous Positions:
Controller of Federated Investors, Inc.; Senior Vice President and Assistant Treasurer, Federated Investors Management Company; Treasurer, Federated Investors Trust Company; Assistant
Treasurer, Federated Administrative Services, Federated Administrative Services, Inc., Federated Securities Corp., Edgewood Services, Inc., Federated Advisory Services Company, Federated Equity Management Company of
Pennsylvania, Federated Global Investment Management Corp., Federated Investment Counseling, Federated Investment Management Company, Passport Research, Ltd. and Federated MDTA, LLC; Financial and Operations Principal
for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.
|
Peter J. Germain
Birth Date: September 3, 1959
CHIEF LEGAL OFFICER, SECRETARY and EXECUTIVE VICE PRESIDENT
Officer since: May 2017
|
Principal Occupations:
Mr. Germain is Chief Legal Officer, Secretary and Executive Vice President of the Federated Fund Complex. He is General Counsel, Chief Legal Officer, Secretary and Executive Vice
President, Federated Investors, Inc.; Trustee and Senior Vice President, Federated Investors Management Company; Trustee and President, Federated Administrative Services; Director and President, Federated
Administrative Services, Inc.; Director and Vice President, Federated Securities Corp.; Director and Secretary, Federated Private Asset Management, Inc.; Secretary, Federated Shareholder Services Company; and
Secretary, Retirement Plan Service Company of America. Mr. Germain joined Federated in 1984 and is a member of the Pennsylvania Bar Association.
Previous Positions:
Deputy General Counsel, Special Counsel, Managing Director of Mutual Fund Services, Federated Investors, Inc.; Senior Vice President, Federated Services Company; and Senior Corporate
Counsel, Federated Investors, Inc.
|
Richard B. Fisher
Birth Date: May 17, 1923
Vice President
Officer since: May 2017
|
Principal Occupations:
Vice Chairman or Vice President of some of the Funds in the Federated Fund Complex; Vice Chairman, Federated Investors, Inc.; Chairman, Federated Securities Corp.
Previous Positions:
President and Director or Trustee of some of the Funds in the Federated Fund Complex; Executive Vice President, Federated Investors, Inc.; Director and Chief Executive Officer, Federated
Securities Corp.
|
Stephen Van Meter
Birth Date: June 5, 1975
CHIEF COMPLIANCE OFFICER AND SENIOR VICE PRESIDENT
Officer since: May 2017
|
Principal Occupations:
Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc. and Chief Compliance Officer of
certain of its subsidiaries. Mr. Van Meter joined Federated in October 2011. He holds FINRA licenses under Series 3, 7, 24 and 66.
Previous Positions:
Mr. Van Meter previously held the position of Compliance Operating Officer, Federated Investors, Inc. Prior to joining Federated, Mr. Van Meter served at the United States Securities and
Exchange Commission in the positions of Senior Counsel, Office of Chief Counsel, Division of Investment Management and Senior Counsel, Division of Enforcement.
|
Stephen F. Auth
Birth Date: September 13, 1956
101 Park Avenue
41
st
Floor
New York, NY 10178
CHIEF INVESTMENT OFFICER
Officer since: May 2017
|
Principal Occupations:
Stephen F. Auth is Chief Investment Officer of various Funds in the Federated Fund Complex; Executive Vice President, Federated Investment Counseling, Federated Global Investment
Management Corp. and Federated Equity Management Company of Pennsylvania.
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.
|
*
|
Officers do not receive any compensation from the Fund.
|
In addition, the Fund has appointed
an Anti-Money Laundering Compliance Officer.
DIRECTOR/TRUSTEE EMERITUS
PROGRAM
The
Board has created a position of Director/Trustee Emeritus, whereby an incumbent Director/Trustee who has attained the age of 75 and completed a minimum of five years of service as a director/trustee, may, in the sole
discretion of the Committee of Independent Directors/Trustees (“Committee”), be recommended to the full Board of Directors/Trustees of the Fund to serve as Director/Trustee Emeritus.
A
Director/Trustee Emeritus that has been approved as such receives an annual fee in an amount equal to a percent of the annual base compensation paid to a Director/Trustee. Effective August 16, 2013, in the case of a
Director/Trustee Emeritus who had previously served at least five years but less than 10 years as a Director/Trustee, the percent will be 10%. In the case of a Director/Trustee Emeritus who had previously served at
least 10 years as a Director/Trustee, the percent will be 20%. Directors/Trustees Emeritus appointed prior to August 16, 2013 are paid 20% of the annual base compensation. In addition, the Director/Trustee Emeritus
will be reimbursed for any expenses incurred in connection with their service, including expenses of travel and lodging incurred in attendance at Board meetings. Director/Trustee Emeritus will continue to receive
relevant materials
concerning the Funds, will be expected
to attend at least one regularly scheduled quarterly meeting of the Board of Directors/Trustees each year and will be available to consult with the Committees or its representatives at reasonable times as requested by
the Chairman; however, a Director/Trustee Emeritus does not have any voting rights at Board meetings and is not subject to election by shareholders of the Funds.
The
Director/Trustee Emeritus will be permitted to serve in such capacity at the pleasure of the Committee, but the annual fee will cease to be paid at the end of the calendar year during which he or she has attained the
age of 80 years, thereafter the position will be honorary.
The
following table shows the fees paid to each Director/Trustee Emeritus for the Fund's most recently ended fiscal year and the portion of that fee paid by the Fund or Trust.
1
EMERITUS Trustees and
Compensation
Director/Trustee Emeritus
|
Compensation
From Fund
(past fiscal year)
|
Total
Compensation
Paid to
Director/Trustee
Emeritus
1
|
Nicholas Constantakis
|
$0.00
|
$50,000.00
|
Peter E. Madden
2
|
$0.00
|
$
0.00
|
Robert J. Nicholson
|
$0.00
|
$49,907.08
|
James F. Will
|
$0.00
|
$50,000.00
|
1
|
The
fees paid to each Director/Trustee are allocated among the funds that were in existence at the time the Director/Trustee elected Emeritus status, based on each fund's net assets at that time.
|
2
|
Peter Madden retired from the Federated Fund Board of Directors/Trustees on December 31, 2017. On February 13, 2018, Mr. Madden was elected Emeritus Director/Trustee for which he will begin to receive
compensation over the course of 2018. Until December 31, 2017, Mr. Madden was compensated as a Director/Trustee of the Federated Fund Complex.
|
BOARD LEADERSHIP STRUCTURE
As
required under the terms of certain regulatory settlements, the Chairman of the Board is not an interested person of the Fund and neither the Chairman, nor any firm with which the Chairman is affiliated, has a prior
relationship with Federated or its affiliates or (other than his position as a Trustee) with the Fund.
Committees of the Board
Board
Committee
|
Committee
Members
|
Committee Functions
|
Meetings Held
During Last
Fiscal Year
|
Executive
|
J. Christopher Donahue
John T. Collins
John S. Walsh
|
In between meetings of the full Board, the Executive Committee generally may exercise all the powers of the full Board in the
management and direction of the business and conduct of the affairs of the Trust in such manner as the Executive Committee shall deem to be in the best interests of the Trust. However, the Executive Committee cannot
elect or remove Board members, increase or decrease the number of Trustees, elect or remove any Officer, declare dividends, issue shares or recommend to shareholders any action requiring shareholder approval.
|
One
|
Audit
|
John T. Collins
G. Thomas Hough
Maureen Lally-Green
Thomas M. O'Neill
|
The purposes of the Audit Committee are to oversee the accounting and financial reporting process of the Fund, the Fund's
internal control over financial reporting and the quality, integrity and independent audit of the Fund's financial statements. The Committee also oversees or assists the Board with the oversight of compliance with
legal requirements relating to those matters, approves the engagement and reviews the qualifications, independence and performance of the Fund's independent registered public accounting firm, acts as a liaison between
the independent registered public accounting firm and the Board and reviews the Fund's internal audit function.
|
Zero
|
Board
Committee
|
Committee
Members
|
Committee Functions
|
Meetings Held
During Last
Fiscal Year
|
Nominating
|
John T. Collins
G. Thomas Hough
Maureen Lally-Green
Charles F. Mansfield, Jr.
Thomas M. O'Neill
P. Jerome Richey
John S. Walsh
|
The Nominating Committee, whose members consist of all Independent Trustees, selects and nominates persons for election to the
Fund's Board when vacancies occur. The Committee will consider candidates recommended by shareholders, Independent Trustees, officers or employees of any of the Fund's agents or service providers and counsel to the
Fund. Any shareholder who desires to have an individual considered for nomination by the Committee must submit a recommendation in writing to the Secretary of the Fund, at the Fund's address appearing on the back
cover of this SAI. The recommendation should include the name and address of both the shareholder and the candidate and detailed information concerning the candidate's qualifications and experience. In identifying and
evaluating candidates for consideration, the Committee shall consider such factors as it deems appropriate. Those factors will ordinarily include: integrity, intelligence, collegiality, judgment, diversity, skill,
business and other experience, qualification as an “Independent Trustee,” the existence of material relationships which may create the appearance of a lack of independence, financial or accounting
knowledge and experience and dedication and willingness to devote the time and attention necessary to fulfill Board responsibilities.
|
Zero
|
BOARD'S ROLE IN RISK OVERSIGHT
The
Board's role in overseeing the Fund's general risks includes receiving performance reports for the Fund and risk management reports from Federated's Chief Risk Officer at each regular Board meeting. The Chief Risk
Officer is responsible for enterprise risk management at Federated, which includes risk management committees for investment management and for investor services. The Board also receives regular reports from the
Fund's Chief Compliance Officer regarding significant compliance risks.
On
behalf of the Board, the Audit Committee plays a key role overseeing the Fund's financial reporting and valuation risks. The Audit Committee meets regularly with the Fund's Principal Financial Officer and outside
auditors, as well as with Federated's Chief Audit Executive to discuss financial reporting and audit issues, including risks relating to financial controls.
Board Ownership Of Shares In The
Fund And In The Federated Family Of Investment Companies As Of December 31, 2017
Interested Board
Member Name
|
Dollar Range of
Shares Owned in
Federated Hermes SDG Engagement Equity Fund
|
Aggregate
Dollar Range of
Shares Owned in
Federated Family of
Investment Companies
|
J. Christopher Donahue
|
None
|
Over $100,000
|
John B. Fisher
|
None
|
Over $100,000
|
Independent Board
Member Name
|
|
|
John T. Collins
|
None
|
Over $100,000
|
G. Thomas Hough
|
None
|
Over $100,000
|
Maureen Lally-Green
|
None
|
Over $100,000
|
Charles F. Mansfield, Jr.
|
None
|
$50,001-$100,000
|
Thomas M. O'Neill
|
None
|
Over $100,000
|
P. Jerome Richey
|
None
|
Over $100,000
|
John S. Walsh
|
None
|
Over $100,000
|
Investment
Adviser AND SUB-ADVISER
Fed
Global, as the investment adviser, is responsible for the supervision of the sub-adviser's services to the Fund and, subject to general oversight of the Board, manages and supervises the investment operations and
business affairs of the Fund. Hermes, as the sub-adviser, conducts investment research and makes investment decisions for the Fund, subject to the supervision of Fed Global.
Fed
Global is a wholly owned subsidiary of Federated. Hermes is a majority owned subsidiary of Federated.
Neither
Fed Global nor Hermes shall be liable to the Fund or any Fund shareholder for any losses that may be sustained in the purchase, holding, or sale of any security or for anything done or omitted by it, except acts or
omissions involving willful misfeasance, bad faith, gross negligence or reckless disregard of the duties imposed upon it by its contract with the Fund.
Portfolio Manager Information
As a
general matter, certain conflicts of interest may arise in connection with a portfolio manager's management of a fund's investments, on the one hand, and the investments of other funds/pooled investment vehicles or
accounts (collectively, including the Fund, as applicable, “accounts”) for which the portfolio manager is responsible, on the other. For example, it is possible that the various accounts managed could have
different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more
than one account, possible conflicts could arise in determining how to allocate them.
Hermes
Investment Management Limited and its affiliates (“Hermes Advisory Companies”) are not wholly-owned subsidiaries of Federated Investors, Inc., unlike Federated Global Investment Management Corp. and other
wholly-owned advisory companies of Federated Investors, Inc. (“Federated Advisory Companies”) (collectively, the “Advisory Companies”). Therefore, actual or potential conflicts could arise to
the extent the Advisory Companies may share material non-public information (MNPI). In order to address such potential conflicts and protect client interests, information barriers have been established between the
Federated Advisory Companies and the Hermes Advisory Companies such that personnel of the Hermes Advisory Companies and of the Federated Advisory Companies are generally precluded from sharing investment-related
information, including MNPI, across the barriers. In addition, there will be no integration or allocation of trades between the Advisory Companies and neither of the Advisory Companies will exercise investment
discretion over accounts managed by the other. To the extent that applicable U.S. and U.K. law, and the laws of certain other jurisdictions, require the Advisory Companies to make regulatory filings that may require
sharing of MNPI, the Advisory Companies have implemented internal controls which require that such information will be shared only among such limited personnel as is necessary to make accurate and timely regulatory
filings and to maintain proper trading limitations. The Advisory Companies will generally operate as unaffiliated entities subject to their own internal personal dealing, trade allocation, and side by side management
policies. In any limited situation in which the Federated Advisory Companies may “need to know” certain investment-related information from Hermes Advisory Companies, or vice versa, written approval,
requiring certain conditions, must be granted by the Chief Compliance Officer of the Advisory Companies.
Other
potential conflicts can include, for example, conflicts created by specific portfolio manager compensation arrangements (including, for example, the allocation or weighting given to the performance of the Fund or
other accounts or activities for which the portfolio manager is responsible in calculating the portfolio manager's compensation), and conflicts relating to selection of brokers or dealers to execute Fund portfolio
trades and/or specific uses of commissions from Fund portfolio trades (for example, research or “soft dollars”). The Adviser has adopted policies and procedures and has structured the portfolio managers'
compensation in a manner reasonably designed to safeguard the Fund from being negatively affected as a result of any such potential conflicts.
The following information about the Fund's Portfolio Manager is provided as of September 30, 2018.
Hamish Galpin, Portfolio
Manager
Types of Accounts Managed
by Hamish Galpin
|
Total Number of Additional
Accounts Managed/Total Assets*
|
Registered Investment Companies
|
0/$0
|
Other Pooled Investment Vehicles
|
2/$355.7 million
|
Other Accounts
|
3/$1.6 billion
|
*
|
None of the Accounts has an advisory fee that is based on the performance of the account.
|
Dollar value range of shares owned
in the Fund: None.
Hamish
Galpin is paid a competitive fixed base salary and a discretionary annual incentive. The annual incentive amount is determined by considering investment performance of all products managed, as well as the individual's
performance. Any other factors deemed relevant may also be considered (and may be adjusted periodically). The bonus pool is calculated at an aggregate firm-wide level. Investment managers are encouraged to focus
purely on delivering performance and managing capacity in the best interests of clients.
A
portion of Mr. Galpin's annual incentive may be treated as deferred compensation. The deferral period is three years. At least 50% of the deferred component of Mr. Galpin's bonus is notionally co-invested in the
strategies that he manages. The percentage deferred may exceed 50% if the total combined annual incentive reaches certain levels.
Additionally, Hermes has established a long-term incentive plan that allows participants to benefit from ownership of restricted Hermes shares, held by an employee benefit trust, in the business. Award holders are
eligible to receive dividends from the first year of award. Participants are proposed by the Executive Committee based on a range of factors and approved by the Remuneration Committee, which oversees the scheme.
Services Agreement
Federated Advisory Services Company, an affiliate of the Adviser, provides research, quantitative analysis, equity trading and transaction settlement and certain support services to the Adviser. The fee for these
services is paid by the Adviser and not by the Fund.
Other Related Services
Affiliates of the Adviser may, from time to time, provide certain electronic equipment and software to institutional customers in order to facilitate the purchase of Fund Shares offered by the Distributor.
Code Of Ethics Restrictions On
Personal Trading
As required by Rule 17j-1 of the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act (as applicable), the Fund, its Adviser, its sub-adviser Hermes (the
“Sub-Adviser”), and its Distributor have adopted codes of ethics. These codes govern securities trading activities of investment personnel, Fund Trustees and certain other employees. Although they do
permit these people to trade in securities, including those that the Fund could buy, as well as Shares of the Fund, they also contain significant safeguards designed to protect the Fund and its shareholders from
abuses in this area, such as requirements to obtain prior approval for, and to report, particular transactions.
PROXY VOTING POLICIES AND
PROCEDURES
The
Board has delegated to the Adviser, and the Adviser has in turn delegated to Hermes (the “Sub-Adviser”), the authority to vote proxies on the securities held in the Fund's portfolio. The Sub-Adviser has
established a Governance Committee (“Governance Committee”) to oversee all engagement and proxy voting activities related to the Fund.
Overview
The
Sub-Adviser's Corporate Governance and Responsible Investment Guidelines (any corporate governance and/or responsible investment policies adopted by The Sub-Adviser from time to time) inform its investment beliefs and
provide a framework for engagement with investee companies and the exercising of voting rights.
The
Sub-Adviser expects investee companies at a minimum to observe accepted corporate governance standards in their local markets or explain why not doing so is in the best interests of shareholders. The Sub-Adviser views
engagement as a critical activity because it provides the Sub-Adviser with an opportunity to improve its understanding of the investee company and its governance structures. This understanding is a significant input
for voting decisions.
Procedures
The
Fund has hired the Sub-Adviser to manage its assets and to execute the stewardship program, which includes company engagement and voting. The Sub-Adviser will use its dedicated stewardship team, Hermes Equity
Ownership Services (HEOS) to assist the client with engagement with investee companies and provide voting recommendations, informed by company disclosure, engagement with the company, and research from external
research providers, including Institutional Shareholder Services (ISS).
While
HEOS' voting recommendation will inform the Sub-Adviser's assessment, the Sub-Adviser will make a final judgement, with a view to its fiduciary obligations to its clients and the Fund's stated investment
objectives.
The
Sub-Adviser retains ISS for its administrative voting infrastructure. Besides providing an electronic voting platform, ISS's service includes ballot collection, reconciliation, and proxy voting bookkeeping.
Conflicts of Interest
The
Sub-Adviser seeks always to act in the client's best interests, and takes all reasonable steps to identify conflicts of interest and maintain and operate arrangements to minimise the possibility of such conflicts
giving rise to a material risk of damage to the interests of clients. In fulfilling its commitment to being good stewards of those companies in which client assets are invested through engagement and voting, the
Sub-Adviser may encounter potential conflicts of interest. The Sub-Adviser has adopted a Stewardship Conflicts of Interest Policy designed to ensure that such conflicts are identified and managed fairly, and that
proxies are voted in a manner that prioritises the long-term value of the companies concerned rather than the interests of the Sub-Adviser, HEOS or any affiliates. This policy is disclosed on the Sub-Adviser's website
and is outlined in the Sub-Adviser's Global Stewardship Code Statement.
When any Sub-Adviser or HEOS staff member recognises a potential conflict of interest, he or she must raise it with their line manager. Among other conflicts, our policies require that staff
members identify conflicts of interest arising from engagements with companies in which (i) the Sub-Adviser, HEOS or its affiliates have a material interest; (ii) individuals, including portfolio managers or HEOS
engagers, have personal investments or some material personal relationship with a relevant individual; and (iii) the Sub-Adviser's third party fund management or stewardship service clients or prospective clients have
a material interest. Where a staff member has a personal connection with a company, he or she is required to make this known and is not involved in any relevant engagement activities or voting recommendations.
A
register of instances of conflicts as they arise is maintained by the Sub-Adviser. In those circumstances where a conflict exists or there is a difference opinion between different Sub-Adviser staff members, the vote
recommendation will be escalated to the Governance Committee for decision. Where the Governance Committee is unable to agree, then the CEO of the Sub-Adviser will adjudicate. All such instances will be reported to an
independent sub-committee of the Sub-Adviser's Board.
Securities Lending
The
Sub-Adviser does not engage in securities lending.
Record Keeping
The
Sub-Adviser maintains the following records with respect to proxy voting:
■
|
A copy of proxy voting policies and procedures;
|
■
|
A copy of all proxy statements received (the Sub-Adviser may rely on a third party to satisfy this requirement);
|
■
|
A record of each vote cast by the Fund (the Sub-Adviser may rely on a third party to satisfy this requirement);
|
■
|
A copy of any document prepared by the Sub-Adviser that was material to making a voting decision or that memorializes the basis for that decision
–
for example insights gleaned from engagement.
|
Proxy Voting Report
A
report on “Form N-PX” of how the Fund voted any proxies during the most recent 12-month period ended June 30 is available via the Proxy Voting Record (Form N-PX) link associated with the Fund and share
class name at www.FederatedInvestors.com/FundInformation. Form N-PX filings are also available at the SEC's web site at www.sec.gov.
Proxy Voting Policies
Under these policies, the Sub-Adviser's general policy is to cast proxy votes in favour of management proposals and shareholder proposals that we anticipate will enhance the long-term value of
the securities being voted.
This
approach to voting proxy proposals will be referred to hereafter as the “General Policy”.
The
following examples illustrate how this General Policy may apply to management proposals and shareholder proposals submitted for approval or ratification by holders of the company's voting securities.
The
Fund seeks to vote consistently on different issues in accordance with the stated policies and guidelines. However, recognising the limitations of any policy to anticipate all potential scenarios, the Fund uses
discretion when voting, taking account the specific circumstances described in the proxy statement and other company disclosure. For the Fund, all proxy voting decisions are informed by the Sub-Adviser's ongoing
engagement with the management and directors of the company concerned, These engagements provide important context and alongside a judgement as to the company's direction of travel towards best practice (as
communicated by the Sub-Adviser's General Policy) will influence the final voting decision of the Fund.
The
Fund endeavours to inform companies where it has voted against management recommendations and invites further engagement.
While
the examples in this document illustrate its general approach to voting on proposals at U.S. companies, voting guidelines and decisions differ in other markets, as appropriate to the local context. The Sub-Adviser
publishes regional Corporate Governance Principles, which guide its engagement and voting recommendations in different markets, on its website: www.hermes-investment.com. Further, based on the specific context in
which proxy voting decisions are being made, the Sub-Adviser may vote contrary to the voting guidelines should it judge that it is in the best long term interests of the value of the securities to do so.
Voting guidelines
A. Board Composition,
Effectiveness and Shareholder Engagement
1. Access to board
directors:
From time to time, the Fund will request meetings with company chairs, lead independent directors and other board directors. We will consider any denied requests for access when making
individual voting decisions.
2. Proxy
access:
The Fund will generally vote in favour of proposals to grant shareholders proxy access rights, with the expectation that shareholders owning 3% of the outstanding shares for at least three
years should be able to nominate up to 25% of the board, as originally proposed by the SEC.
3. Election of
non-independent directors:
We may vote against the election of a non-independent director if:
■
|
Independent directors comprise less than 50% of the board;
|
■
|
The non-independent director serves on the audit, compensation, or nominating committee.
|
4. Director election:
We will generally vote in favour of directors' election or re-election, unless there are concerns relating to:
■
|
Independence:
If the election of a director would cause the board or a committee of which he or she is a member to fall below required levels of independence, we may vote against that director. We
consider that a director with any material relationship with a company, other than a board seat, may not be independent. An independent director:
|
i.
Will have no direct material relationship with the company, other directors or its executives, which includes interlocking
board memberships, including those of not-for-profits;
ii.
Will not be a representative of a significant shareholder; and
iii.
Will not have sat on the board for such a long time, particularly with other directors, as to compromise his or her
independence of mind and ability to hold management to account on behalf of shareholders.
■
|
Director tenure:
We do not have strict rules for mandatory retirement age nor maximum tenure and believe that detailed knowledge and experience of a company can be helpful. However, where we see ostensibly
overlong tenure and, in particular, where we see groups of long and concurrently-serving directors, and no obvious program to refresh the board with suitably qualified directors, we may vote against some directors,
including the chair of the nomination and governance committee.
|
■
|
Director commitment:
We will consider voting against a director who appears over-committed to other duties, with the guideline that a candidate may be overcommitted if he or she has more than 5 directorships
of public companies.
|
■
|
Serious governance or other failures:
Where a director has oversight of or involvement in serious governance or other failures, including relating to bribery and corruption, we may vote against their re-election.
|
5. Board committees:
Separate committees should exist for compensation, audit, and nominations and/or
governance.
For smaller companies,
the independent directors may perform these duties.
We will generally vote against the election
of individual directors whose presence, if elected, would cause any of the committees to fail to
comply with independence requirements.
We may also vote
against the chair of the nomination
and/or
governance committee for serious concerns about
committee membership,
or if no committees exist and we are not satisfied that
it
is
appropriate for the independent directors to perform the role of the committees.
6. Committee member
responsibility for audit, compensation, nomination and governance matters:
If a governance, audit, nomination or compensation-related issue does not receive our support, we may vote against the chair and, on occasion, members of the relevant committee. If
committee members are not standing for election, we may vote against other directors standing for election, excluding the CEO.
7. Succession
planning:
We may vote against the chair of the nomination and/or governance committee if we believe there is a lack of sufficient board refreshment or succession planning, or if we have voted
against other proposals (e.g. against compensation awards that offer retention payments, in place of adequate succession planning).
8. Combined chair/
CEO:
We will generally support shareholder proposals to establish a separate, independent chair and CEO.
9. Board diversity:
We will generally vote against the election of the chair of the nomination and/or
governance committee if women
comprise fewer than 2
members
or less
than 20% of the board,
whichever is greater, at
S&P
200 companies.
We may use our discretion at smaller companies, taking account of our understanding of
their circumstances.
10. Board attendance:
We will consider voting against a director who has missed more than 25% of board meetings without a satisfactory explanation being disclosed to shareholders.
11. Votes against
alternative directors and CEOs:
If relevant directors are not submitted for re-election, we may vote against other directors or items. Apart from exceptional circumstances, we will not vote against the CEO.
B.
Compensation
12. Pay for performance
evaluation:
We will generally vote against the ‘say-on-pay' proposal where:
■
|
CEO pay exceeds the 75th percentile of peer group CEO pay; or
|
■
|
A majority of the company's selected peer group is substantially larger.
|
13. Compensation
profile:
We will generally vote against the ‘say-on-pay'
proposal
where CEO pay awards exceed 3.5 times
named executive officer (NEO)
pay, or
where CEO pay is targeted above the median of peers.
14. Compensation committee
controls:
We will generally vote against the ‘say-on-pay' proposal in the following circumstances:
■
|
Downward discretion has not been used if there have been poor results, including on environmental, social and governance matters;
|
■
|
No inclusion of ‘clawback' provisions;
|
■
|
No robust anti-hedging or anti-pledging policy;
|
■
|
For severance or change-in-control arrangements, the cash severance multiple is above three times, or executives receive a payment even if they remain employed.
|
15. CEO perquisites:
We will generally vote against
the ‘say-on-pay'
proposal where CEO perquisites exceed
$500,000,
unless for a high-profile or sensitive company that needs greater security (e.g.
life sciences,
defence).
16. Incentive
targets:
We will generally vote against short or long-term incentive schemes which feature targets set at above-median levels against the company's peer group.
17. Long-term
incentive plan:
We will generally vote against a long-term incentive plan (LTIP) with any of the following features:
■
|
Company issues options only, with no performance or time-based shares;
|
■
|
If options or performance shares vest in less than 36 months. Restricted shares but not options may vest within 36 months.
|
18. Minimum shareholding
requirements:
We will generally vote against the ‘say-on-pay' proposal where the minimum shareholding requirement is not sufficiently large.
19. Persistent lack of
support for compensation proposals:
If we do not support a company's ‘say-on-pay' proposal, we may withdrawing support for the compensation committee chair and/or members in a subsequent year if our concerns are not
addressed or the company does not appear to be responding to our engagement.
20. Sub-Advisory vote on
compensation frequency:
We will support proposals to hold an annual Sub-Advisory vote on compensation. Where the board implements an Sub-Advisory vote less frequently than approved by the shareholder vote (for
example, every two years when every year was voted for), we will vote against the chair of the compensation committee or, if not possible, the chair of the governance committee.
C. Audit
21. Votes to ratify the
reappointment of the auditors:
We will generally vote against these resolutions
–
and may vote against the chair or members of the audit committee
–
if any of the following concerns apply:
■
|
There is reason to believe that the independent auditor has rendered an opinion that is neither accurate nor indicative of the company's financial position.
|
■
|
Poor accounting practices are identified that rise to a serious level of concern, such as fraud or misapplication of GAAP.
|
■
|
There has been a serious failure of internal controls.
|
D. Shareholder Rights and Capital
Protection
22. Limitation of
shareholder rights:
We will generally vote against any limitation on shareholder rights or the transfer of authority from shareholders to directors and only support proposals which, in our view, enhance
shareholder rights or maximise long-term shareholder value.
23. Shareholder ability to
call special meetings:
We will generally vote in favour of proposals to reduce the minimum share ownership threshold, with 10% as our preferred level.
24.
Shareholder ability to act by written consent:
We will generally vote against proposals to grant this right, as
we believe it is less transparent and equitable
for shareholders.
25. Outstanding stock
issuance:
We will generally vote for proposals to increase the number of outstanding common or preferred shares where we support the transaction it is intended to support. We will generally vote
against proposals:
■
|
At companies with more than one class of common or preferred stock to increase the number of outstanding shares of the class of common or preferred stock that has superior voting rights;
|
■
|
To increase the number of outstanding common shares if a vote for a reverse stock split on the same ballot is warranted, despite the fact that the outstanding shares would not be
reduced proportionally.
|
We will
vote on a case-by-case basis on all other
proposals to increase the number of shares of common or preferred stock outstanding, taking into account factors such as past company performance and the dilutive impact of the
request.
26. Multi-class share
structure:
We will generally vote
against proposals to create a new class of common stock unless the company discloses a
compelling rationale
(e.g.
the auditor concludes there is substantial doubt about the company's ability to continue as a going concern, or the new class of shares will
be transitory), it is intended for financing purposes with minimal or no dilution to current shareholders, or it is not designed to preserve or increase the voting power of an insider
or
significant shareholder.
27. Differential voting
rights:
We will generally vote against the issuance of stock with differential voting rights if the issuance of such stock would adversely affect the voting rights of existing
shareholders.
28. Anti-takeover
proposals:
We will generally vote against anti-takeover proposals or other
‘poison pill' arrangements including share authorities that can be used in such a manner.
29. Virtual meetings:
We will vote against any proposals that allow the use of virtual-only meetings.
30. Majority voting:
We will generally vote in favour of management or shareholder proposals to adopt a majority of votes
cast standard for directors in
uncontested elections.
31. Shareholder proposals:
We will vote on a case-by-case basis on shareholder proposals. We may vote against individual directors, including the lead independent director and nomination
and/or
governance committee chair,
if the board failed to appropriately respond to a shareholder proposal.
We may vote against the chair of the relevant committee if a company files a competing proposal to a shareholder proposal.
32. Proposals relating to
social, ethical and environmental matters:
We
will vote on a case-by-case basis on management or shareholder proposals relating to social,
ethical or environmental matters where we
judge that the company could improve disclosure,
governance or action on these topics, based on factors including the materiality of the risks or opportunities, current actions taken by the company,
and the specific details of
the proposal.
33. Political and
charitable activity and donations:
Where we judge the disclosure on the governance of these activities to be lacking, we are likely to support shareholder proposals relating to them.
E. Mergers and Acquisitions
34. Commercial
transactions:
We will
vote on commercial transactions on a case-by-case
basis,
taking into account factors including governance,
strategic fit,
conflicts of interest and
key risks.
Portfolio Holdings Information
Information concerning the Fund's portfolio holdings is available via the link to the Fund and share class name at www.FederatedInvestors.com/FundInformation. A complete listing of the Fund's portfolio holdings as
of the end of each calendar quarter is posted on the website 30 days (or the next business day) after the end of the quarter and remains posted for six months thereafter. Summary portfolio composition information as
of the close of each month is posted on the website 15 days (or the next business day) after month-end and remains posted until replaced by the information for the succeeding month. The summary portfolio composition
information may include: identification of the Fund's top 10 holdings and a percentage breakdown of the portfolio by sector.
You may
also access portfolio information as of the end of the Fund's fiscal quarters via the link to the Fund and share class name at www.FederatedInvestors.com/FundInformation. The Fund's Annual Shareholder Report and
Semi-Annual Shareholder Report contain complete listings of the Fund's portfolio holdings as of the end of the Fund's second and fourth fiscal quarters. The Fund's Form N-Q filings contain complete listings of the
Fund's portfolio holdings as of the end of the Fund's first and third fiscal quarters. Fiscal quarter information is made available on the website within 70 days after the end of the fiscal quarter. This information
is also available in reports filed with the SEC at the SEC's website at www.sec.gov.
The
disclosure policy of the Fund and the Adviser prohibits the disclosure of portfolio holdings information to any investor or intermediary before the same information is made available to other investors. Employees of
the Adviser or its affiliates who have access to nonpublic information concerning the Fund's portfolio holdings are prohibited from trading securities on the basis of this information. Such persons must report all
personal securities trades and obtain pre-clearance for all personal securities trades other than mutual fund shares.
Firms
that provide administrative, custody, financial, accounting, legal or other services to the Fund may receive nonpublic information about Fund portfolio holdings for purposes relating to their services. The Fund may
also provide portfolio holdings information to publications that rate, rank or otherwise categorize investment companies. Traders or portfolio managers may provide “interest” lists to facilitate portfolio
trading if the list reflects only that subset of the portfolio for which the trader or portfolio manager is seeking market interest. A list of service providers, publications and other third parties who may receive
nonpublic portfolio holdings information appears in the Appendix to this SAI.
The
furnishing of nonpublic portfolio holdings information to any third party (other than authorized governmental or regulatory personnel) requires the prior approval of the President of the Adviser and of the Chief
Compliance Officer of the Fund. The President of the Adviser and the Chief Compliance Officer will approve the furnishing of nonpublic portfolio holdings information to a third party only if they consider the
furnishing of such information to be in the best interests of the Fund and its shareholders. In that regard, and to address possible conflicts between the interests of Fund shareholders and those of the Adviser and
its affiliates, the following procedures apply. No consideration may be received by the Fund, the Adviser, any affiliate of the Adviser or any of their employees in connection with the disclosure of portfolio holdings
information. Before information is furnished, the third party must sign a written agreement that it will safeguard the confidentiality of the information, will use it only for the purposes for which it is furnished
and will not use it in connection with the trading of any security. Persons approved to receive nonpublic portfolio holdings information will receive it as often as necessary for the purpose for which it is provided.
Such information may be furnished as frequently as daily and often with no time lag between the date of the information and the date it is furnished. The Board receives and reviews annually a list of the persons who
receive nonpublic portfolio holdings information and the purposes for which it is furnished.
Brokerage Transactions And
Investment Allocation
Equity
securities may be traded in the over-the-counter market through broker/dealers acting as principal or agent, or in transactions directly with other investors. Transactions may also be executed on a securities exchange
or through an electronic communications network. The Adviser seeks to obtain best execution of trades in equity securities by balancing the costs inherent in trading, including opportunity costs, market impact costs
and commissions. As a general matter, the Adviser seeks to add value to its investment management by using market information to capitalize on market opportunities, actively seek liquidity and discover price. The
Adviser continually monitors its trading results in an effort to improve execution. Fixed-income securities are generally traded in an over-the-counter market on a net basis (i.e., without commission) through dealers
acting as principal or in transactions directly with the issuer. Dealers derive an undisclosed amount of compensation by offering securities at a higher price than they bid for them. Some fixed-income securities may
have only one primary market maker. The Adviser seeks to use dealers it believes to be actively and effectively trading the security being purchased or sold, but may not always obtain the lowest purchase price or
highest sale price with respect to a fixed-income security. To the extent permitted by applicable law, the Adviser's receipt of research services (as described below) may also be a factor in the Adviser's selection of
brokers and dealers. The Adviser may also direct certain portfolio trades to a broker that, in turn, pays a portion of the Fund's operating expenses. The Adviser makes decisions on portfolio transactions and selects
brokers and dealers subject to review by the Fund's Board.
Investment decisions for the Fund are made independently from those of other accounts managed by the Adviser and accounts managed by affiliates of the Adviser. When the Fund and one or more other accounts managed by
the Adviser do invest in, or dispose of, the same security, available investments or opportunities for sales may be allocated among the Fund and the account(s) in a manner believed by the Adviser to be equitable.
While the coordination and ability to participate in volume transactions may benefit the Fund, it is possible that this procedure could adversely impact the prices paid or received and/or positions obtained or
disposed of by the Fund. Trading and allocation of investments for the Fund, including investments in initial public offerings (IPO),
may be done independently from trading
and allocation of investments for certain separately managed or wrap-fee accounts, and other accounts, managed by the Adviser. The trading and allocation of investments done by the Adviser, including investments in
IPOs, will be done independently from accounts managed by affiliates of the Adviser. It is possible that such independent trading activity could adversely impact the prices paid or received and/or positions obtained
or disposed of by the Fund.
Brokerage and Research Services
Brokerage services include execution of trades and products and services that relate to the execution of trades, including communications services related to trade execution, clearing and settlement, trading
software used to route orders to market centers, software that provides algorithmic trading strategies and software used to transmit orders to direct market access (DMA) systems. Research services may include: advice
as to the advisability of investing in securities; security analysis and reports; economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. Research services assist the
Adviser and its affiliates in terms of their overall investment responsibilities to funds and investment accounts for which they have investment discretion. However, particular brokerage and research services received
by the Adviser and its affiliates may not be used to service every fund or account, and may not benefit the particular funds and accounts that generated the brokerage commissions. In addition, brokerage and research
services paid for with commissions generated by the Fund may be used in managing other funds and accounts. To the extent that receipt of these services may replace services for which the Adviser or its affiliates
might otherwise have paid, it would tend to reduce their expenses. The Adviser and its affiliates exercise reasonable business judgment in selecting brokers to execute securities transactions where receipt of research
services is a factor. They determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage and research services provided.
MiFID II
Directive 2014/61/EU on markets in financial instruments and Regulation 600/2014/EU on markets in financial instruments (collectively, “MiFID II”) took effect in member states of the European Union (the
“EU”) on January 3, 2018. MiFID II forms the legal framework governing the requirements applicable to EU investment firms, such as the Sub-Adviser, and trading venues and third-country firms providing
investment services or activities in the EU. The extent to which MiFID II will have an indirect impact on markets and market participants outside the EU is unclear and yet to fully play out in practice. It will likely
impact pricing, liquidity and transparency in most asset classes.
MiFID
II introduces a new rule that an EU regulated firm may execute an equity trade only on an EU trading venue (or with a firm which is a systematic internaliser as defined by MiFID II or an equivalent venue in a third
country). This requirement applies to any equities admitted to trading on an EU trading venue, including those with only a secondary listing in the EU. The effect of this rule is to introduce a substantial limit on
the possibility of trading off-exchange or OTC in EU-listed equities with EU counterparties.
MiFID
II prohibits an EU authorized investment firm from receiving investment research unless it is paid for directly by the firm out of its own resources or from a separate research payment account regulated under MiFID
II. All such research costs attributable to the Sub-Adviser will be borne by the Sub-Adviser.
Administrator
Federated Administrative Services (FAS), a subsidiary of Federated, provides administrative personnel and services, including certain legal, compliance, recordkeeping and financial reporting services
(“Administrative Services”), necessary for the operation of the Fund. FAS provides Administrative Services for a fee based upon the rates set forth below paid on the average daily net assets of the Fund.
For purposes of determining the appropriate rate breakpoint, “Investment Complex” is defined as all of the Federated Funds subject to a fee under the Administrative Services Agreement with FAS. FAS is also
entitled to reimbursement for certain out-of-pocket expenses incurred in providing Administrative Services to the Fund.
Administrative Services
Fee Rate
|
Average Daily Net Assets
of the Investment Complex
|
0.100 of 1%
|
on assets up to $50 billion
|
0.075 of 1%
|
on assets over $50 billion
|
Custodian
The
Bank of New York Mellon, New York, New York, is custodian for the securities and cash of the Fund. Foreign instruments purchased by the Fund are held by foreign banks participating in a network coordinated by The Bank
of New York Mellon.
Transfer Agent And Dividend
Disbursing Agent
State
Street Bank and Trust Company, the Fund's registered transfer agent, maintains all necessary shareholder records.
Independent Registered Public
Accounting Firm
The
independent registered public accounting firm for the Fund, Ernst & Young LLP, conducts its audits in accordance with the standards of the Public Company Accounting Oversight Board (United States), which require
it to plan and perform its audits to provide reasonable assurance about whether the Fund's financial statements and financial highlights are free of material misstatement.
Securities Lending Activities
The
Fund does not participate in a securities lending program. The Fund became effective on November 1, 2018 and will complete its first fiscal year on October 31, 2019. As of the date of this Statement of Additional
Information, the Fund had no securities lending activities.
Financial Information
The
Fund became effective on November 1, 2018 and its first fiscal year will end on October 31, 2019. Accordingly, no financial information is yet available for the Fund.
Investment Ratings
Standard & Poor's Rating
Services (S&P) LONG-TERM Issue RATINGS
Issue
credit ratings are based, in varying degrees, on S&P's analysis of the following considerations: the likelihood of payment-capacity and willingness of the obligor to meet its financial commitment on an obligation
in accordance with the terms of the obligation; the nature of and provisions of the obligation; and the protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or
other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.
AAA
—An obligation rated “AAA” has the highest rating assigned by S&P. The obligor's capacity to meet its financial commitment on the obligation is extremely
strong.
AA
—An obligation rated “AA” differs from the highest rated obligations only to a small degree. The obligor's capacity to meet its financial commitment on the obligation is
very strong.
A
—An obligation rated “A” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated
categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.
BBB
—An obligation rated “BBB” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.
Obligations rated “BB,” “B,” “CCC,” “CC” and “C” are regarded as having significant speculative characteristics. “BB” indicates the least
degree of speculation and “C” the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse
conditions.
BB
—An obligation rated “BB” is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business,
financial, or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
B
—An obligation rated “B” is more vulnerable to nonpayment than obligations rated “BB,” but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.
CCC
—An obligation rated “CCC” is currently vulnerable to nonpayment, and is dependent upon favorable business, financial and economic conditions for the obligor to meet its
financial commitment on the obligation. In the event of adverse business, financial or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC
—An obligation rated “CC” is currently highly vulnerable to nonpayment.
C
—A “C” rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the
documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the “C” rating may be assigned to
subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument's terms or when preferred stock is the subject of a distressed exchange offer,
whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
D
—An obligation rated “D” is in payment default. The “D” rating category is used when payments on an obligation are not made on the date due, unless S&P
believes that such payments will be made within five business days, irrespective of any grace period. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of similar
action if payments on an obligation are jeopardized. An obligation's rating is lowered to “D” upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an
amount of cash or replaced by other instruments having a total value that is less than par.
The
ratings from “AA” to “CCC” may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
S&P Rating Outlook
An S&
P rating outlook assesses the potential direction of a long-term credit rating over the intermediate term (typically six months to two years). In determining a rating outlook, consideration is given to any changes in
the economic and/or fundamental business conditions.
Positive
—Positive means that a rating may be raised.
Negative
—Negative means that a rating may be lowered.
Stable
—Stable means that a rating is not likely to change.
Developing
—Developing means a rating may be raised or lowered.
N.M.
—N.M. means not meaningful.
S&P Short-Term Issue
RATINGS
Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the United States, for example, that means obligations with an original maturity of no more than 365
days
–
including commercial paper.
A-1
—A short-term obligation rated “A-1” is rated in the highest category by S&P. The obligor's capacity to meet its financial commitment on the obligation is strong.
Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.
A-2
—A short-term obligation rated “A-2” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher
rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.
A-3
—A short-term obligation rated “A-3” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a
weakened capacity of the obligor to meet its financial commitment on the obligation.
B
—A short-term obligation rated “B” is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial
commitments; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitments.
C
—A short-term obligation rated “C” is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to
meet its financial commitment on the obligation.
D
—A short-term obligation rated “D” is in payment default. The “D” rating category is used when payments on an obligation are not made on the date due, unless
S&P believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The “D” rating also
will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
MOODY'S Investor Services, Inc.
(MOODY's) LONG-TERM RATINGS
Moody's
long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss
suffered in the event of default.
Aaa
—Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa
—Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A
—Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa
—Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba
—Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B
—Obligations rated B are considered speculative and are subject to high credit risk.
Caa
—Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca
—Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C
—Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Moody's
appends numerical modifiers 1, 2 and 3 to each generic rating classification from Aaa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
MOODY'S Short-Term RATINGS
Moody's
short-term ratings are assigned to obligations with an original maturity of 13 months or less and reflect the likelihood of a default on contractually promised payments.
P-1
—Issuers (or supporting institutions) rated P-1 have a superior ability to repay short-term debt obligations.
P-2
—Issuers (or supporting institutions) rated P-2 have a strong ability to repay short-term debt obligations.
P-3
—Issuers (or supporting institutions) rated P-3 have an acceptable ability to repay short-term obligations.
NP
—Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
FITCH, INC. (Fitch) LONG-TERM
Debt RATINGs
Fitch
long-term ratings report Fitch's opinion on an entity's relative vulnerability to default on financial obligations. The “threshold” default risk addressed by the rating is generally that of the financial
obligations whose non-payment would best reflect the uncured failure of that entity. As such, Fitch long-term ratings also address relative vulnerability to bankruptcy, administrative receivership or similar concepts,
although the agency recognizes that issuers may also make pre-emptive and therefore voluntary use of such mechanisms.
AAA: Highest Credit Quality
—“AAA” ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This
capacity is highly unlikely to be adversely affected by foreseeable events.
AA: Very High Credit
Quality
—“AA” ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly
vulnerable to foreseeable events.
A: High Credit
Quality
—“A” ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more
vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB: Good Credit
Quality
—“BBB” ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business
or economic conditions are more likely to impair this capacity.
BB: Speculative
—“BB” ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however,
business or financial flexibility exists which supports the servicing of financial commitments.
B: Highly Speculative
—“B” ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for
continued payment is vulnerable to deterioration in the business and economic environment.
CCC: Substantial Credit
Risk
—Default is a real possibility.
CC: Very High Levels of
Credit Risk
—Default of some kind appears probable.
C: Exceptionally High
Levels of Credit Risk
—Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a “C” category rating for an issuer include: (a) the issuer has
entered into a grace or cure period following non-payment of a material financial obligation; (b) the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a
material financial obligation; or (c) Fitch otherwise believes a condition of “RD” or “D” to be imminent or inevitable, including through the formal announcement of a distressed debt
exchange.
RD: Restricted
Default
—“RD” ratings indicate an issuer that in Fitch's opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has
not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased operating. This would include: (a) the selective payment default
on a specific class or currency of debt; (b) the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other
material financial obligation; (c) the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or (d) execution of a
distressed debt exchange on one or more material financial obligations.
D: Default
—“D” ratings indicate an issuer that in Fitch's opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up
procedure, or which has otherwise ceased business.
Default
ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default
until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.
“Imminent” default typically refers to
the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during
which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed debt exchange, but the date of the exchange still lies several days or weeks in the immediate
future.
In all
cases, the assignment of a default rating reflects the agency's opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default
under the terms of an issuer's financial obligations or local commercial practice.
FITCH SHORT-TERM DEBT RATINGs
A Fitch
short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance
with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as “short-term” based on market convention. Typically, this means
up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.
F1: Highest Short-Term Credit
Quality
—Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
F2: Good Short-Term Credit
Quality
—Good intrinsic capacity for timely payment of financial commitments.
F3: Fair Short-Term Credit
Quality
—The intrinsic capacity for timely payment of financial commitments is adequate.
B: Speculative Short-Term
Credit Quality
—Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near-term adverse changes in financial and economic conditions.
C: High Short-Term Default
Risk
—Default is a real possibility.
RD: Restricted
Default
—Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings
only.
D: Default
—Indicates a broad-based default event for an entity, or the default of a short-term obligation.
A.M. BEST Company, Inc. (a.m.
best) LONG-TERM DEBT and Preferred Stock RATINGS
A
Best's long-term debt rating is Best's independent opinion of an issuer/entity's ability to meet its ongoing financial obligations to security holders when due.
aaa: Exceptional
—Assigned to issues where the issuer has an exceptional ability to meet the terms of the obligation.
aa: Very Strong
—Assigned to issues where the issuer has a very strong ability to meet the terms of the obligation.
a: Strong
—Assigned to issues where the issuer has a strong ability to meet the terms of the obligation.
bbb: Adequate
—Assigned to issues where the issuer has an adequate ability to meet the terms of the obligation; however, the issue is more susceptible to changes in economic or other
conditions.
bb: Speculative
—Assigned to issues where the issuer has speculative credit characteristics, generally due to a modest margin or principal and interest payment protection and vulnerability to
economic changes.
b: Very Speculative
—Assigned to issues where the issuer has very speculative credit characteristics, generally due to a modest margin of principal and interest payment protection and extreme
vulnerability to economic changes.
ccc, cc, c: Extremely
Speculative
—Assigned to issues where the issuer has extremely speculative credit characteristics, generally due to a minimal margin of principal and interest payment protection and/or limited
ability to withstand adverse changes in economic or other conditions.
d: In Default
—Assigned to issues in default on payment of principal, interest or other terms and conditions, or when a bankruptcy petition or similar action has been filed.
Ratings
from “aa” to “ccc” may be enhanced with a “+” (plus) or “-” (minus) to indicate whether credit quality is near the top or bottom of a category.
A.M. BEST SHORT-TERM DEBT
RATINGS
A
Best's short-term debt rating is Best's opinion of an issuer/entity's ability to meet its financial obligations having original maturities of generally less than one year, such as commercial paper.
AMB-1+ Strongest
—Assigned to issues where the issuer has the strongest ability to repay short-term debt obligations.
AMB-1 Outstanding
—Assigned to issues where the issuer has an outstanding ability to repay short-term debt obligations.
AMB-2 Satisfactory
—Assigned to issues where the issuer has a satisfactory ability to repay short-term debt obligations.
AMB-3 Adequate
—Assigned to issues where the issuer has an adequate ability to repay short-term debt obligations; however, adverse economic conditions likely will reduce the issuer's capacity to
meet its financial commitments.
AMB-4 Speculative
—Assigned to issues where the issuer has speculative credit characteristics and is vulnerable to adverse economic or other external changes, which could have a marked impact on the
company's ability to meet its financial commitments.
d: In Default
—Assigned to issues in default on payment of principal, interest or other terms and conditions, or when a bankruptcy petition or similar action has been filed.
A.M. Best Rating Modifiers
Both
long- and short-term credit ratings can be assigned a modifier.
u
—Indicates the rating may change in the near term, typically within six months. Generally is event-driven, with positive, negative or developing implications.
pd
—Indicates ratings assigned to a company that chose not to participate in A.M. Best's interactive rating process. (Discontinued in 2010).
i
—Indicates rating assigned is indicative.
A.M. BEST RATING OUTLOOK
A.M.
Best Credit Ratings are assigned a Rating Outlook that indicates the potential direction of a credit rating over an intermediate term, generally defined as the next 12 to 36 months.
Positive
—Indicates possible ratings upgrade due to favorable financial/market trends relative to the current trading level.
Negative
—Indicates possible ratings downgrade due to unfavorable financial/market trends relative to the current trading level.
Stable
—Indicates low likelihood of rating change due to stable financial/market trends.
Not Rated
Certain
nationally recognized statistical rating organizations (NRSROs) may designate certain issues as NR, meaning that the issue or obligation is not rated.
Addresses
Federated Hermes SDG Engagement
Equity Fund
Institutional Shares
Federated Investors
Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Distributor
Federated Securities
Corp.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Investment Adviser
Federated Global
Investment Management Corporation
101 Park Avenue
41st Floor
New York, NY 10178
Sub-Adviser
Hermes Investment
Management Limited
Sixth Floor
150 Cheapside
London EC2V 6ET
England
Transfer Agent and Dividend
Disbursing Agent
State
Street Bank and Trust Company
P.O. Box 219318
Kansas City, MO 64121-9318
Custodian
The Bank of New York
Mellon
One Wall Street
New York, NY 10286
Independent Registered Public
Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116-5072
Appendix
The following is a list
of persons, other than the Adviser and its affiliates, that have been approved to receive nonpublic portfolio holdings information concerning the Federated Fund Complex; however, certain persons below might not
receive such information concerning the Fund:
CUSTODIAN(S)
The Bank of New York Mellon
SECURITIES LENDING AGENT
Citibank, N.A.
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Ernst & Young LLP
LEGAL COUNSEL
Goodwin Procter LLP
K&L Gates LLP
Financial Printer(S)
Donnelley Financial Solutions
Proxy Voting Administrator
Glass Lewis & Co., LLC
SECURITY PRICING SERVICES
Interactive Data Corporation
Markit Group Limited
Standard & Poor's Financial Services LLC
Telemet America
Thomson Reuters Corporation
RATINGS AGENCIES
Fitch, Inc.
Moody's Investors Service, Inc.
Standard & Poor's Financial Services LLC
Other SERVICE PROVIDERS
Other types of service providers that
have been approved to receive nonpublic portfolio holdings information include service providers offering, for example, trade order management systems, portfolio analytics, or performance and accounting systems, such
as:
Bank of
America Merrill Lynch
Barclays Inc.
Bloomberg L.P.
Citibank, N.A.
Electra Information Systems
FactSet Research Systems Inc.
FISGlobal
Informa Investment Solutions, Inc.
Institutional Shareholder Services
Investortools, Inc.
The Yield Book, Inc.
Wolters Kluwer N.V.
Item 28. Exhibits
(a)
|
|
|
1
|
Form of Agreement and Declaration of Trust of the Registrant
|
(1)
|
2
|
Conformed Copy of Agreement and Declaration of Trust of the Registrant dated July 12, 2017
|
(2)
|
3
|
Conformed Copy of Certificate of Trust of the Registrant dated July 12, 2017
|
(2)
|
4
|
Amendment #1 to the Agreement and Declaration of Trust of the Registrant
|
(4)
|
5
|
Conformed Copy of Certificate of Amendment to Certificate of Trust of the Registrant dated August 15, 2018
|
(4)
|
(b)
|
|
|
1
|
Form of By-Laws
|
(1)
|
2
|
Copy of By-Laws of the Registrant dated July 12, 2017
|
(2)
|
3
|
Copy of By-Laws of the Registrant reflecting name change of Registrant from Federated MDT Equity Trust to Federated Adviser Series
|
(4)
|
(c)
|
Federated Securities Corp. does not issue share certificates for the Fund.
|
|
(d)
|
|
|
1
|
Form of Investment Advisory Contract between the Registrant and Federated MDTA, LLC
|
(1)
|
2
|
Conformed copy of Investment Advisory Contract between the Registrant and Federated MDTA, LLC
|
(2)
|
3
|
Form of Investment Advisory Contract between the Registrant and Federated Global Investment Management Corp.
|
(4)
|
4
|
Form of Sub-Advisory Agreement between Federated Global Investment Management Corp., the Registrant and Hermes Investment Management Limited
|
(4)
|
5
|
Conformed copy of Investment Advisory Contract between the Registrant and Federated Global Investment Management Corp.
|
(+)
|
6
|
Conformed copy of Sub-Advisory Agreement between Federated Global Investment Management Corp., the Registrant and Hermes Investment Management Limited
|
(+)
|
(e)
|
|
|
1
|
Conformed copy of Distributor’s Contract of the Registrant including Exhibit A, Exhibit B, Exhibit C, Exhibit D, Exhibit E and Exhibit F
|
(2)
|
2
|
Forms of Exhibit G, Exhibit H, Exhibit I and Exhibit J to the Distributor’s Contract of the Registrant
|
(4)
|
3
|
Conformed copies of Exhibit G, Exhibit H, Exhibit I and Exhibit J to the Distributor’s Contract of the Registrant
|
(+)
|
(g)
|
|
|
1
|
Conformed copy of Custodian Agreement of the Registrant including Amendments 1-20 and Exhibits A and B, as revised on August 1, 2017
|
(2)
|
2
|
Conformed copy of Amendments 21-25 and Exhibits A and B of the Custodian Agreement of the Registrant, as revised on September 1, 2018
|
(+)
|
(h)
|
|
|
1
|
Conformed copy of Amended and Restated Agreement for Administrative Services between Registrant and Federated Administrative Services
|
(2)
|
2
|
Conformed copy of Transfer Agency and Service Agreement including Exhibit A, as revised on August 1, 2017, between the Federated Funds and State Street Bank and Trust Company
|
(2)
|
3
|
Definitive Fund Accounting Agreement, Amendments 1-7 and Schedule I, as revised on August 1, 2017, between Registrant and The Bank of New York Mellon
|
(2)
|
4
|
Conformed copy of Services Agreement between Federated MDTA LLC and Federated Advisory Services Company
|
(2)
|
5
|
Conformed copy of Assignment, Assumption and Consent with Schedule 1 and Agency Agreement for Securities Lending Transactions with Amendments 1-21 between Registrant and Citibank, N.A.
|
(2)
|
6
|
Conformed copy of Second Amended and Restated Services Agreement and Schedule 1, as revised August 1, 2017, between Registrant and Federated Shareholder Services Company
|
(2)
|
7
|
Conformed copy of Fund Expense/Commission Recapture Services Agreement, as revised on August 1, 2017, between the Registrant and State Street Global Markets, LLC
|
(2)
|
8
|
Conformed copy of Second Amended and Restated Agreement for Administrative Services, as revised on September 1, 2017, and Exhibit A, as revised on October 1, 2018, between Registrant and Federated Administrative Services
|
(+)
|
9
|
Conformed copy of Exhibit A to the Transfer Agency and Service Agreement, as revised on September 1, 2018, between the Federated Funds and State Street Bank and Trust Company
|
(+)
|
10
|
Conformed copy of Amendments 8-11 and Schedule I to the Fund Accounting Agreement, as revised on September 1, 2018, between Registrant and The Bank of New York Mellon
|
(+)
|
11
|
Conformed copy of Amendments 22-24 of the Agency Agreement for Securities Lending Transactions between Registrant and Citibank, N.A.
|
(+)
|
12
|
Conformed copy of Schedule 1 to the Second Amended and Restated Services Agreement, as revised September 1, 2018, between Registrant and Federated Shareholder Services Company
|
(+)
|
13
|
Conformed copy of Fund Expense/Commission Recapture Services Agreement, as revised on October 1, 2018, between the Registrant and State Street Global Markets, LLC
|
(+)
|
14
|
Conformed copy of Services Agreement and Schedule 1 to Limited Power of Attorney, as revised on September 1, 2018, between Federated Global Investment Management Corp. and Federated Advisory Services Company
|
(+)
|
(i)
|
|
|
1
|
Conformed copy of Opinion and Consent of Counsel as to legality of shares being registered (Federated MDT Large Cap Value Fund)
|
(2)
|
2
|
Conformed copy of Opinion and Consent of Counsel as to legality of shares being registered (Federated Hermes SDG Engagement Equity Fund)
|
(+)
|
(j)
|
|
|
1
|
Conformed copy of Consent of Independent Registered Public Accounting Firm
|
(3)
|
(l)
|
|
|
1
|
Memo of Understanding Regarding Initial Investment
|
(2)
|
(m)
|
|
|
1
|
Conformed copy of Distribution Plan of the Registrant including Exhibit A, Exhibit B and Exhibit C
|
(2)
|
2
|
Forms of Exhibit D and Exhibit E to the Distribution Plan of the Registrant
|
(4)
|
3
|
Conformed copies of Exhibit D and Exhibit E to the Distribution Plan of the Registrant
|
(+)
|
(n)
|
|
|
1
|
Copy of the Multiple Class Plan including copy of Class A Shares, Class B Shares, Class C Shares, Class R Shares, Institutional/Wealth Shares, Service Shares, Class R6 Shares and Class T Shares Exhibits to the Multiple Class Plan revised 6/1/17
|
(2)
|
2
|
Copy of Class A Shares, Class C Shares, Institutional/Wealth Shares and Class R6 Shares Exhibits to the Multiple Class Plan revised 8/15/18
|
(4)
|
3
|
Copy of Class A Shares, Class C Shares, Institutional/Wealth Shares and Class R6 Shares Exhibits to the Multiple Class Plan revised 9/1/18
|
(+)
|
(o)
|
|
|
1
|
Conformed copy of Power of Attorney of Registrant dated May 16, 2017;
|
(1)
|
2
|
Conformed copy of Unanimous Consent of Trustees dated May 16, 2017;
|
(1)
|
3
|
Conformed copy of Power of Attorney of Registrant dated August 18, 2017;
|
(2)
|
(p)
|
|
|
1
|
Conformed copy of the Federated Investors, Inc. Code of Ethics for Access Persons, effective 1/1/2016
|
(1)
|
2
|
Copy of the Personal Account Dealing Policy for Hermes Investment Management dated October 2017
|
(+)
|
+
|
Exhibit is being filed electronically with registration statement; indicate by footnote
|
|
|
ALL RESPONSES ARE INCORPORATED BY REFERENCE TO A POST-EFFECTIVE
AMENDMENT (PEA) OF THE REGISTRANT FILED ON FORM N-1A UNLESS OTHERWISE NOTED
(FILE NOS. 333-218374 and 811-23259)
|
|
1.
|
Initial Registration Statement filed May 31, 2017.
|
|
2.
|
Pre-Effective No. 1 filed August 25, 2017.
|
|
3.
|
PEA No. 2 filed February 26, 2018.
|
|
4.
|
PEA No. 4 filed August 17, 2018.
|
|
Item 29. Persons Controlled by or Under Common Control with the Fund:
|
No persons are controlled by the Fund.
|
Item 30. Indemnification
|
Indemnification is provided to Officers and Trustees of
the Registrant pursuant to the Registrant's Declaration of Trust, as amended. This includes indemnification against: (a) any liabilities
or expenses incurred in connection with the defense or disposition of any action, suit or proceeding in which an Officer or Trustee
may be or may have been involved; and (b) any liabilities and expenses incurred by an Officer or Trustee as a result of having
provided personally identifiable information to a regulator or counterparty by or with whom the Registrant (or its series, as applicable)
is regulated or engages in business to satisfy a legal or procedural requirement of such regulator or counterparty.
The Investment Advisory Contract, and Sub-advisory Agreement
as applicable, (collectively, “Advisory Contracts”) between the Registrant and the investment adviser, and sub-adviser
as applicable, (collectively, “Advisers”) of its series, provide that, in the absence of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the obligations or duties under the Advisory Contracts on the part of the Advisers,
Advisers shall not be liable to the Registrant or to any shareholder for any act or omission in the course of or connected in any
way with rendering services or for any losses that may be sustained in the purchase, holding, or sale of any security.
The Registrant’s distribution contract contains provisions
limiting the liability, and providing for indemnification, of the Officers and Trustees under certain circumstances.
Registrant's Trustees and Officers are covered by an Investment
Trust Errors and Omissions Policy.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to Trustees, Officers, and controlling persons of the Registrant by the Registrant
pursuant to the Declaration of Trust, as amended, or otherwise, the Registrant is aware that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by Trustees), Officers, or controlling persons of the Registrant in connection with the successful defense of any act,
suit, or proceeding) is asserted by such Trustees, Officers, or controlling persons in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issues.
Insofar as indemnification for liabilities may be permitted pursuant
to Section 17 of the Investment Company Act of 1940 for Trustees, Officers, and controlling persons of the Registrant by the Registrant
pursuant to the Declaration of Trust, as amended, or otherwise, the Registrant is aware of the position of the Securities and Exchange
Commission as set forth in Investment Company Act Release No. IC-11330. Therefore, the Registrant undertakes that in addition to
complying with the applicable provisions of the Declaration of Trust, as amended, or otherwise, in the absence of a final decision
on the merits by a court or other body before which the proceeding was brought, that an indemnification payment will not be made
unless in the absence of such a decision, a reasonable determination based upon factual review has been made (i) by a majority
vote of a quorum of non-party Trustees who are not interested persons of the Registrant or (ii) by independent legal counsel in
a written opinion that the indemnitee was not liable for an act of willful misfeasance, bad faith, gross negligence, or reckless
disregard of duties. The Registrant further undertakes that advancement of expenses incurred in the defense of a proceeding (upon
undertaking for repayment unless it is ultimately determined that indemnification is appropriate) against an Officer, Trustee or
controlling person of the Registrant will not be made absent the fulfillment of at least one of the following conditions: (i) the
indemnitee provides security for his undertaking; (ii) the Registrant is insured against losses arising by reason of any lawful
advances; or (iii) a majority of a quorum of disinterested non-party Trustees or independent legal counsel in a written opinion
makes a factual determination that there is reason to believe the indemnitee will be entitled to indemnification.
|
Item 31 Business and Other Connections of Investment Adviser: Federated Global Investment Management Corp.
|
For a description of the other business of the Investment
Adviser, see the section entitled “Who Manages the Fund?” in Part A. The affiliations with the Registrant of one of
the Trustees and two of the Officers of the Investment Adviser are included in Part B of this Registration Statement under "Who
Manages and Provides Services to the Fund?" The remaining Trustees of the Investment Adviser and, in parentheses, their principal
occupations are: Thomas R. Donahue, (Chief Financial Officer, Federated Investors, Inc.) and John B. Fisher, (Vice Chairman, Federated
Investors, Inc.) 1001 Liberty Avenue, Pittsburgh, PA, 15222-3779. The business addresses of the Officers of the Investment Adviser
are: Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779; 101 Park Avenue, 41
st
Floor, New York,
NY 10178 and 400 Meridian Centre, Suite 200, Rochester, NY 14618. Some of these individuals are also officers of a majority of
the Investment Advisers to the investment companies in the Federated Fund Complex described in Part B of this Registration Statement.
See the sections entitled “Who Manages the Fund?”
in Part A and “Who Manages and Provides Services to the Fund?” in Part B of this Registration Statement for information
regarding the business of the Sub-Adviser. For information as to the business, profession, vocation or employment of a substantial
nature of each director, officer or partner of the Sub-Adviser, reference is made to the Form ADV of Hermes Investment Management
Limited (File No. 801-71218) filed with the Commission, which is incorporated herein by reference.
|
The Officers of the Investment Adviser are:
|
Chairman:
|
J. Christopher Donahue
|
President/ Chief Executive Officer:
|
John B. Fisher
|
Executive Vice President:
|
Stephen F. Auth
|
Senior Vice Presidents:
|
Timothy Goodger
James Gordon
Stephen K. Gutch
Anne M. Kruczek
Leonardo A. Vila
Hans Utsch
Richard A Winkowski, Jr.
|
Vice Presidents:
|
Thomas J. Banks
Mark S. Bauknight
Thomas M. Brakel
G. Andrew Bonnewell
Daniel Burnside
Steven A. Chiavarone
Darius Czoch
Stephen DeNichilo
Fabrice Di Giusto
John S. Ettinger
Steven Friedman
Marc Halperin
Martin A. Jarzebowski
Barbara E. Miller
Randy O’Toole
William Pribanic
John F. Sherman
Anastacio U. Teodoro, IV
Vivian Wohl
|
Assistant Vice Presidents:
|
Charles Curran
Mary Anne DeJohn
John F. Garnish
Keith Michaud
Albert Ming-Li Yu
|
Secretary:
|
G. Andrew Bonnewell
|
Assistant Secretaries:
|
Edward C. Bartley
George F. Magera
|
Treasurer:
|
Thomas R. Donahue
|
Assistant Treasurers:
|
Jeremy D. Boughton
Richard A. Novak
|
Chief Compliance Officer:
|
Stephen Van Meter
|
Item 31 Business and Other Connections of Investment Adviser for Federated MDT Large Cap Value Fund: Federated MDTA LLC
|
For a description of the other business of the Investment Adviser, see the section entitled “Who Manages the Fund?” in Part A. The affiliations with the Registrant of one of the Trustees and one of the Officers of the Investment Adviser are included in Part B of this Registration Statement under "Who Manages and Provides Services to the Fund?" The remaining Trustees of the Investment Adviser and, in parentheses, their principal occupations are: Thomas R. Donahue, (Chief Financial Officer, Federated Investors, Inc.), 1001 Liberty Avenue, Pittsburgh, PA, 15222-3779, and John B. Fisher, (Vice Chairman, Federated Investors, Inc.) 1001 Liberty Avenue, Pittsburgh, PA, 15222-3779. The business address of Gordon Ceresino is 125 High Street, Oliver Tower, 21st Floor, Boston, MA 02110. The business address of the remaining Officers of the Investment Adviser is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779. These remaining officers are also officers of a majority of the Investment Advisers to the investment companies in the Federated Fund Complex described in Part B of this Registration Statement.
|
The Officers of the Investment Adviser are:
|
Chairman:
|
J. Christopher Donahue
|
Vice Chairman:
|
Gordon Ceresino
|
President/ Chief Executive Officer:
|
John B. Fisher
|
Senior Vice President:
|
Edward Foss
Anne Kruczek
Daniel Mahr
|
Vice Presidents:
|
John C. Duane
Brian M. Greenberg
Frederick L. Konopka
John P. Lewicke
Keith Michaud
John F. Sherman
Sarah A. Stahl
Gregory Sterzel
Shuo Damien Zhang
|
Assistant Vice Presidents:
|
Thomas. T. Beals
Michael G. Bertani
Tony Ng
Kelly Patel
|
Secretary:
|
George F. Magera
|
Assistant Secretary:
|
Edward C. Bartley
|
Treasurer:
|
Richard A. Novak
|
Assistant Treasurer:
|
Jeremy D. Boughton
|
Chief Compliance Officer:
|
Stephen Van Meter
|
Item 32. Principal Underwriters:
|
(a)
|
Federated Securities Corp., the Distributor for shares of the Registrant, acts as principal underwriter for the following investment companies, including the Registrant:
|
|
Federated Adjustable Rate Securities Fund
|
|
Federated Adviser Series
|
|
Federated Core Trust
|
|
Federated Core Trust III
|
|
Federated Equity Funds
|
|
Federated Equity Income Fund, Inc.
|
|
Federated Fixed Income Securities, Inc.
|
|
Federated Global Allocation Fund
|
|
Federated Government Income Securities, Inc.
|
|
Federated Government Income Trust
|
|
Federated High Income Bond Fund, Inc.
|
|
Federated High Yield Trust
|
|
Federated Income Securities Trust
|
|
Federated Index Trust
|
|
Federated Institutional Trust
|
|
Federated Insurance Series
|
|
Federated International Series, Inc.
|
|
Federated Investment Series Funds, Inc.
|
|
Federated Managed Pool Series
|
|
Federated MDT Series
|
|
Federated Municipal Bond Fund, Inc.
|
|
Federated Municipal Securities Income Trust
|
|
Federated Premier Municipal Income Fund
|
|
Federated Project and Trade Finance Tender Fund
|
|
Federated Short-Intermediate Duration Municipal Trust
|
|
Federated Total Return Government Bond Fund
|
|
Federated Total Return Series, Inc.
|
|
Federated U.S. Government Securities Fund: 1-3 Years
|
|
Federated U.S. Government Securities Fund: 2-5 Years
|
|
Federated World Investment Series, Inc.
|
|
Intermediate Municipal Trust
|
|
Money Market Obligations Trust
|
(b)
|
|
|
(1)
Positions and Offices with Distributor
|
(2)
Name
|
(3)
Positions and Offices With Registrant
|
Chairman:
|
Richard B. Fisher
|
|
Executive Vice President, Assistant Secretary and Director:
|
Thomas R. Donahue
|
|
President and Director:
|
Paul Uhlman
|
|
Vice President and Director:
|
Peter J. Germain
|
|
Director:
|
Frank C. Senchak
|
|
(1)
Positions and Offices with Distributor
|
(2)
Name
|
(3)
Positions and Offices With Registrant
|
Executive Vice Presidents:
|
Michael Bappert
Peter W. Eisenbrandt
Solon A. Person, IV
|
|
Senior Vice Presidents:
|
Irving Anderson
Daniel G. Berry
Jack Bohnet
Bryan Burke
Scott J. Charlton
Steven R. Cohen
James S. Conley
Stephen R. Cronin
Charles L. Davis, Jr.
Michael T. Dieschborg
Michael T. DiMarsico
Jack C. Ebenreiter
Timothy J. Franklin
James Getz, Jr.
Scott A. Gunderson
Dayna C. Haferkamp
Vincent L. Harper, Jr.
Bruce E. Hastings
James M. Heaton
Donald Jacobson
Jeffrey S. Jones
Harry J. Kennedy
Michael Koenig
Edwin C. Koontz
Anne H. Kruczek
Jane E. Lambesis
Jerry Landrum
Hans W. Lange, Jr.
Michael Liss
Diane Marzula
Amy Michaliszyn
Richard C. Mihm
Vincent T. Morrow
Alec H. Neilly
Becky Nelson
Keith Nixon
James E. Ostrowski
Stephen Otto
Richard P. Paulson
Richard A. Recker
Diane M. Robinson
Brian S. Ronayne
Timothy A. Rosewicz
Tom Schinabeck
Edward L. Smith
John Staley
Jerome R. Tuskan
William C. Tustin
Michael N. Vahl
Lewis C. Williams
Michael Wolff
Daniel R. Wroble
Erik Zettlemayer
Paul Zuber
|
|
|
|
|
Vice Presidents:
|
Catherine M. Applegate
Robert W. Bauman
Marc Benacci
Christopher D. Berg
Bill Boarts
Matthew A. Boyle
Edward R. Bozek
Edwin J. Brooks, III
Thomas R. Brown
Mark Carroll
Dan Casey
Stephen J. Costlow
Mary Ellen Coyne
Kevin J. Crenny
David G. Dankmyer
Christopher T. Davis
Donald Edwards
Mark A. Flisek
Stephen Francis
David D. Gregoire
Raymond J. Hanley
George M. Hnaras
Scott A. Holick
Robert Hurbanek
Ryan W. Jones
Todd Jones
Scott D. Kavanagh
Susan C. Kelley
Patrick Kelly
Nicholas R. Kemerer
Robert H. Kern
Shawn E. Knutson
Crystal C. Kwok
Joseph R. Lantz
David M. Larrick
John P. Lieker
Jonathan Lipinski
Paul J. Magan
Margaret M. Magrish
Meghan McAndrew
Martin J. McCaffrey
Brian McInis
John C. Mosko
Mark J. Murphy
Catherine M. Nied
Ted Noethling
John A. O’Neill
Mark Patsy
Marcus Persichetti
Chris Prado
Max E. Recker
Timothy A. Rosewicz
Matt Ryan
|
|
|
Eduardo G. Sanchez
Peter Siconolfi
Brian J. Sliney
Justin Slomkowski
Bradley Smith
Edward L. Smith
John R. Stanley
Mark Strubel
Jonathan Sullivan
Christie Teachman
Cynthia M. Tomczak
Jeffrey B. Turner
David Wasik
G. Walter Whalen
Lewis Williams
Theodore Williams
Brian R. Willer
Littell L. Wilson
James J. Wojciak
|
|
Assistant Vice Presidents:
|
Debbie Adams-Marshall
Kenneth C. Baber
Raisa E. Barkaloff
Zachary J. Bono
Edward R. Costello
Chris Jackson
Kristen C. Keisling
Anthony W. Lennon
Stephen R. Massey
Carol McEvoy McCool
John K. Murray
Melissa R. Ryan
Carol Anne Sheppard
Michael A. Smith
Scott A. Vallina
Laura Vickerman
James Wagner
|
|
Secretary:
|
Kary A. Moore
|
|
Assistant Secretaries:
|
Edward C. Bartley
|
|
|
Thomas R. Donahue
|
|
|
George F. Magera
|
|
Treasurer:
|
Richard A. Novak
|
|
Assistant Treasurer:
|
Jeremy D. Boughton
|
|
Chief Compliance Officer:
|
Stephen Van Meter
|
|
Item 33. Location of Accounts and Records:
|
All accounts and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated thereunder are maintained at one of the following locations:
|
Registrant
|
Federated Investors Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
(Notices should be sent to the Agent for Service at the
address listed on the facing page of this filing.)
|
Federated Administrative Services
(Administrator)
|
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
|
Federated Global Investment Management Corporation
(Adviser to Federated Hermes SDG Engagement Equity Fund)
Federated MDTA LLC
(Adviser to Federated MDT Large Cap Value Fund)
|
101 Park Avenue
41
st
Floor
New York, NY 10178
125 High Street
Oliver Street Tower, 21
st
Floor
Boston, MA 02110
|
State Street Bank and Trust Company
(Transfer Agent and Dividend Disbursing Agent)
|
P.O. Box 219318
Kansas City, MO 64121-9318
|
Bank of New York Mellon
(Custodian)
|
The Bank of New York Mellon
One Wall Street
New York, NY 10286
|
Item 34. Management Services:
Not applicable.
|
|
|
|
Item 35. Undertakings:
|
Registrant hereby undertakes to comply with the provisions of Section 16(c) of the 1940 Act with respect to the removal of Trustees and the calling of special shareholder meetings by shareholders.
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
and the Investment Company Act of 1940, the Registrant, Federated Adviser Series,
certifies that it meets all of the requirements
for effectiveness of this Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized,
in the City of Pittsburgh and Commonwealth of Pennsylvania, on the 1
st
day of November 2018.
|
FEDERATED ADVISER SERIES
|
BY: /s/ George F. Magera
George F. Magera, Assistant Secretary
|
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacity and on the date indicated:
|
NAME
|
TITLE
|
DATE
|
BY: /s/ George F. Magera
George F. Magera,
Assistant Secretary
|
Attorney In Fact For the Persons Listed Below
|
November 1, 2018
|
J. Christopher Donahue*
|
President and Trustee (Principal Executive Officer)
|
|
John B. Fisher*
|
Trustee
|
|
Lori A. Hensler*
|
Treasurer (Principal Financial Officer/Principal Accounting Officer)
|
|
John T. Collins*
|
Trustee
|
|
G. Thomas Hough*
|
Trustee
|
|
Maureen E. Lally-Green*
|
Trustee
|
|
Charles F. Mansfield, Jr.*
|
Trustee
|
|
Thomas O’Neill*
|
Trustee
|
|
P. Jerome Richey*
|
Trustee
|
|
John S. Walsh*
|
Trustee
|
|
*By Power of Attorney
|
|
|
Exhibit 28 (d) (5) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
8/15/18 – Federated MDT Equity Trust name
changed to Federated Adviser Series
FEDERATED MDT EQUITY TRUST
INVESTMENT ADVISORY CONTRACT
This Contract is made this
1st day of June, 2017, between Federated MDTA, LLC, a Delaware limited liability company having its principal place of business
in Boston, Massachusetts (the "Adviser"), and Federated MDT Equity Trust, a Delaware statutory trust, having its principal
place of business in Warrendale, Pennsylvania (the “Trust”).
WHEREAS the Trust is an
open-end management investment company as that term is defined in the Investment Company Act of 1940, as amended (the “Act”),
and is registered as such with the Securities and Exchange Commission; and
WHEREAS Adviser is engaged
in the business of rendering investment advisory and management services.
NOW, THEREFORE, the parties
hereto, intending to be legally bound, hereby agree as follows:
1. The
Trust hereby appoints Adviser as investment adviser for each of the portfolios (“Funds”) of the Trust which executes
an exhibit to this Contract, and Adviser accepts the appointment. Subject to the direction of the Trustees, Adviser shall provide
investment research and supervision of the investments of the Funds and conduct a continuous program of investment evaluation and
of appropriate sale or other disposition and reinvestment of each Fund’s assets.
2. Adviser,
in its supervision of the investments of each of the Funds will be guided by each of the Fund's investment objective and policies
and the provisions and restrictions contained in the Declaration of Trust and By-Laws of the Trust and as set forth in the Registration
Statement and exhibits as may be on file with the Securities and Exchange Commission.
3. Each
Fund shall pay or cause to be paid all of its own expenses and its allocable share of Trust expenses, including, without limitation,
the expenses of organizing the Trust and continuing its existence; fees and expenses of Trustees and officers of the Trust; fees
for investment advisory services and administrative personnel and services; expenses incurred in the distribution of its shares
("Shares"), including expenses of administrative support services; fees and expenses of preparing and printing its Registration
Statements under the Securities Act of 1933 and the Act, and any amendments thereto; expenses of registering and qualifying the
Trust, the Funds, and the Shares of the Funds under federal and state laws and regulations; expenses of preparing, printing, and
distributing prospectuses (and any amendments thereto) to shareholders; interest expense, taxes, fees, and commissions of every
kind; expenses of issue (including cost of Share certificates), purchase, repurchase, and redemption of Shares, including expenses
attributable to a program of periodic issue; charges and expenses of custodians, transfer agents, dividend disbursing agents, shareholder
servicing agents, and registrars; printing and mailing costs, auditing, accounting, and legal expenses; reports to shareholders
and governmental officers and commissions; expenses of meetings of Trustees and shareholders and proxy solicitations therefor;
insurance expenses; association membership dues and such nonrecurring items as may arise, including all losses and liabilities
incurred in administering the Trust and the Funds. Each Fund will also pay extraordinary expenses as may arise including expenses
incurred in connection with litigation, proceedings, and claims and the legal obligations of the Trust to indemnify its officers
and Trustees and agents with respect thereto.
4. Each
of the Funds shall pay to Adviser, for all services rendered to each Fund by Adviser hereunder, the fees set forth in the exhibits
attached hereto.
5. The
net asset value of each Fund's Shares as used herein will be calculated to the nearest 1/10th of one cent.
6. The
Adviser may from time to time and for such periods as it deems appropriate reduce its compensation (and, if appropriate, assume
expenses for one or more of the Funds) to the extent that any of the Funds’ expenses exceed such lower expense limitation
as the Adviser may, by notice to the Fund, voluntarily declare to be effective.
7. This
Contract shall begin for each Fund as of the date of execution of the applicable exhibit and shall continue in effect with respect
to each Fund presently set forth on an exhibit (and any subsequent Funds added pursuant to an exhibit during the initial term of
this Contract) for two years from the date of this Contract set forth above and thereafter for successive periods of one year,
subject to the provisions for termination and all of the other terms and conditions hereof if: (a) such continuation shall be specifically
approved at least annually by the vote of a majority of the Trustees of the Fund, including a majority of the Trustees who are
not parties to this Contract or interested persons of any such party cast in person at a meeting called for that purpose; and (b)
Adviser shall not have notified a Fund in writing at least sixty (60) days prior to the anniversary date of this Contract in any
year thereafter that it does not desire such continuation with respect to the Fund.
8. Notwithstanding
any provision in this Contract, it may be terminated at any time with respect to any Fund, without the payment of any penalty,
by the Trustees of the Trust or by a vote of the shareholders of that Fund on sixty (60) days' written notice to Adviser.
9. This
Contract may not be assigned by Adviser and shall automatically terminate in the event of any assignment. Adviser may employ or
contract with such other person, persons, corporation, or corporations at its own cost and expense as it shall determine in order
to assist it in carrying out this Contract.
10. In
the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties under this
Contract on the part of Adviser, Adviser shall not be liable to the Trust or to any of the Funds or to any shareholder for any
act or omission in the course of or connected in any way with rendering services or for any losses that may be sustained in the
purchase, holding, or sale of any security.
11. This
Contract may be amended at any time by agreement of the parties provided that the amendment shall be approved both by the vote
of a majority of the Trustees of the Trust including a majority of the Trustees who are not parties to this Contract or interested
persons of any such party to this Contract (other than as Trustees) cast in person at a meeting called for that purpose, and, where
required by Section 15(a)(2) of the Act, on behalf of a Fund by a majority of the outstanding voting securities of the Fund as
defined in Section 2(a)(42) of the Act.
12. The
Adviser acknowledges that all sales literature for investment companies (such as the Fund) are subject to strict regulatory oversight.
The Adviser agrees to submit any proposed sales literature for the Trust (or any Fund) or for itself or its affiliates which mentions
the Trust (or any Fund) to the Trust’s distributor for review and filing with the appropriate regulatory authorities prior
to the public release of any such sales literature, provided, however, that nothing herein shall be construed so as to create any
obligation or duty on the part of the Adviser to produce sales literature for the Trust (or any Fund). The Trust agrees to cause
its distributor to promptly review all such sales literature to ensure compliance with relevant requirements, to promptly advise
Adviser of any deficiencies contained in such sales literature, to promptly file complying sales literature with the relevant authorities,
and to cause such sales literature to be distributed to prospective investors in the Fund.
13. Adviser
is hereby expressly put on notice of the limitation of liability as set forth in Article VIII, Section 8.1 of the Declaration of
Trust and agrees that the obligations pursuant to this Contract of a particular Fund and of the Trust with respect to that particular
Fund be limited solely to the assets of that particular Fund, and Adviser shall not seek satisfaction of any such obligation from
the shareholders of any other Fund, the Trustees, officers, employees or agents of the Trust, or any of them.
14. The
Trust and the Funds are hereby expressly put on notice of the limitation of liability as set forth in the Articles of Incorporation
of the Adviser and agree that the obligations assumed by the Adviser pursuant to this Contract shall be limited in any case to
the Adviser and its assets and, except to the extent expressly permitted by the Act, the Funds shall not seek satisfaction of any
such obligation from the shareholders of the Adviser, the Directors, officers, employees, or agents of the Adviser, or any of them.
15. Adviser
agrees to maintain the security and confidentiality of nonpublic personal information (“NPI”) of Fund customers and
consumers, as those terms are defined in Regulation S-P, 17 CFR Part 248. Adviser agrees to use and redisclose such NPI for the
limited purposes of processing and servicing transactions; for specific law enforcement and miscellaneous purposes; and to service
providers or in connection with joint marketing arrangements directed by the Fund(s), in each instance in furtherance of fulfilling
Adviser’s obligations under this Contract and consistent with the exceptions provided in 17 CFR Sections 248.14, 248.15 and
248.13, respectively.
16. The
parties hereto acknowledge that Federated Investors, Inc., has reserved the right to grant the non-exclusive use of the names “Federated,
“Federated MDT Large Cap Value Fund” or any derivative thereof to any other investment company, investment company
portfolio, investment adviser, distributor or other business enterprise, and to withdraw from the Fund the use of the names “Federated,”
“Federated MDT Large Cap Value Fund” or any derivative thereof. The names “Federated” and “Federated
MDT Large Cap Value Fund” will continue to be used by the Trust and each Fund so long as such use is mutually agreeable to
Federated Investors, Inc. and the Trust.
17. This
Contract shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania.
18. This
Contract will become binding on the parties hereto upon their execution of the attached exhibits to this Contract.
EXHIBIT A
to the
Investment Advisory Contract
Federated MDT Large Cap Value Fund
For all services rendered
by Adviser hereunder, Federated MDT Large Cap Value Fund shall pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, an annual investment advisory fee at an annual rate ranging from 0.75 of 1% on the first $500
million of average daily net assets of the Fund to 0.40 of 1% on average daily net assets in excess of $2 billion as specified
below.
Average Daily Net Assets
|
Advisory Fee
|
First $500 million
|
0.750%
|
Second $500 million
|
0.675%
|
Third $500 million
|
0.600%
|
Fourth $500 million
|
0.525%
|
Over $2 billion
|
0.400%
|
The portion of the fee
based upon the average daily net assets of the Fund shall be accrued daily at the rate of 1/365
th
of the investment
advisory fee as set forth in the schedule above applied to the daily net assets of the Fund. The advisory fee so accrued shall
be paid to Adviser daily.
Witness the due execution
hereof this 1st day of June, 2017.
Federated MDT
Equity Trust
By:
/s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: President
Federated MDTA, LLC
By:
/s/ John B. Fisher
Name: John B. Fisher
Title: President
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
dated as of June 1, 2017, that Federated MDT Equity Trust, a statutory trust duly organized under the laws of the state of Delaware
(the “Trust”), does hereby nominate, constitute and appoint Federated MDTA, LLC, a limited liability company duly organized
under the laws of the Delaware (the "Adviser"), to act hereunder as the true and lawful agent and attorney-in-fact of
the Trust, for the specific purpose of executing and delivering all such agreements, instruments, contracts, assignments, bond
powers, stock powers, transfer instructions, receipts, waivers, consents and other documents, and performing all such acts, as
the Adviser may deem necessary or reasonably desirable, related to the acquisition, disposition and/or reinvestment of the funds
and assets of the Trust and each portfolio thereof in accordance with Adviser's supervision of the investment, sale and reinvestment
of the funds and assets of the Trust and each portfolio thereof pursuant to the authority granted to the Adviser as investment
adviser of the Trust under that certain investment advisory contract dated June 1, 2017 by and between the Adviser and the Fund
(such investment advisory contract, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred
to as the "Investment Advisory Contract").
The Adviser shall exercise
or omit to exercise the powers and authorities granted herein in each case as the Adviser in its sole and absolute discretion deems
desirable or appropriate under existing circumstances. The Trust hereby ratifies and confirms as good and effectual, at law or
in equity, all that the Adviser, and its officers and employees, may do by virtue hereof. However, despite the above provisions,
nothing herein shall be construed as imposing a duty on the Adviser to act or assume responsibility for any matters referred to
above or other matters even though the Adviser may have power or authority hereunder to do so. Nothing in this Limited Power of
Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii)
to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory
Contract or (iii) exonerate, relieve or release the Adviser any losses, obligations, penalties, actions, judgments and suits and
other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against
the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties
as the investment adviser of the Fund.
The Trust hereby agrees
to indemnify and save harmless the Adviser and its trustees, officers and employees (each of the foregoing an "Indemnified
Party" and collectively the "Indemnified Parties") against and from any and all losses, obligations, penalties,
actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against an Indemnified Party, other than as a consequence of gross negligence or willful misconduct
on the part of an Indemnified Party, arising out of or in connection with this Limited Power of Attorney or any other agreement,
instrument or document executed in connection with the exercise of the authority granted to the Adviser herein to act on behalf
of the Trust and each portfolio thereof, including without limitation the reasonable costs, expenses and disbursements in connection
with defending such Indemnified Party against any claim or liability related to the exercise or performance of any of the Adviser's
powers or duties under this Limited Power of Attorney or any of the other agreements, instruments or documents executed in connection
with the exercise of the authority granted to the Adviser herein to act on behalf of the Trust and each portfolio thereof, or the
taking of any action under or in connection with any of the foregoing. The obligations of the Trust under this paragraph shall
survive the termination of this Limited Power of Attorney with respect to actions taken by the Adviser on behalf of the Trust and
each portfolio thereof during the term of this Limited Power of Attorney.
Any person, partnership,
corporation or other legal entity dealing with the Adviser in its capacity as attorney-in-fact hereunder for the Trust is hereby
expressly put on notice that the Adviser is acting solely in the capacity as an agent of the Trust and that any such person, partnership,
corporation or other legal entity must look solely to the Trust for enforcement of any claim against the Trust, as the Adviser
assumes no personal liability whatsoever for obligations of the Trust entered into by the Adviser in its capacity as attorney-in-fact
for the Trust.
Each person, partnership,
corporation or other legal entity which deals with the Trust through the Adviser in its capacity as agent and attorney-in-fact
of the Trust is hereby expressly put on notice that all persons or entities dealing with the Trust must look solely to the assets
of the Trust and/or the specific portfolio on whose behalf the Adviser is acting pursuant to its powers hereunder for enforcement
of any claim against the Trust, as the Trustees, officers and/or agents of the Trust, the shareholders of the Trust assume no personal
liability whatsoever for obligations entered into on behalf of the Trust.
Liability for or recourse
under or upon any undertaking of the Adviser pursuant to the power or authority granted to the Adviser under this Limited Power
of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable
proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf the Adviser was acting pursuant to the
authority granted hereunder.
The Trust hereby agrees
that no person, partnership, corporation or other legal entity dealing with the Adviser shall be bound to inquire into the Adviser's
power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying
on such power or authority unless such person, partnership, corporation or other legal entity has received prior written notice
from the Trust that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated
automatically upon the cancellation or termination of the Investment Advisory Contract between the Trust and the Adviser. Except
as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the
Trust at any time provided that no such revocation or termination shall be effective until the Adviser has received actual notice
of such revocation or termination in writing from the Trust.
This Limited Power of Attorney
constitutes the entire agreement between the Trust and the Adviser, may be changed only by a writing signed by both of them, and
shall bind and benefit their respective successors and assigns; provided, however, the Adviser shall have no power or authority
hereunder to appoint a successor or substitute attorney in fact for the Trust.
This Limited Power of Attorney
shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles
of conflicts of laws. If any provision hereof, or any power or authority conferred upon the Adviser herein, would be invalid or
unexercisable under applicable law, then such provision, power or authority shall be deemed modified to the extent necessary to
render it valid or exercisable while most nearly preserving its original intent, and no provision hereof, or power or authority
conferred upon the Adviser herein, shall be affected by the invalidity or the non-exercisability of another provision hereof, or
of another power or authority conferred herein.
This Limited Power of Attorney
may be executed in as many identical counterparts as may be convenient and by the different parties hereto on separate counterparts.
This Limited Power of Attorney shall become binding on the Trust when the Trust shall have executed at least one counterpart and
the Adviser shall have accepted its appointment by executing this Limited Power of Attorney. Immediately after the execution of
a counterpart original of this Limited Power of Attorney and solely for the convenience of the parties hereto, the Trust and the
Adviser will execute sufficient counterparts so that the Adviser shall have a counterpart executed by it and the Trust, and the
Trust shall have a counterpart executed by the Trust and the Adviser. Each counterpart shall be deemed an original and all such
taken together shall constitute but one and the same instrument, and it shall not be necessary in making proof of this Limited
Power of Attorney to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the
Trust has caused this Limited Power of Attorney to be executed by its duly authorized officer as of the date first written above.
Federated MDT Equity Trust
By:
/s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: President
Accepted and agreed to this
June 1, 2017
Federated MDTA, LLC
By:
/s/ John B. Fisher
Name: John B. Fisher
Title: President
Exhibit 28 (d) (6) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SUBADVISORY AGREEMENT
This Subadvisory
Agreement (this “
Agreement
”) is entered into as of September 1, 2018, among Federated Global Investment Management
Corp., a Delaware business corporation (“
Adviser
”), Federated Adviser Series (formerly, Federated MDT Equity
Trust) (the “
Trust
”), on behalf of each series portfolio of the Trust which executes an exhibit to this Agreement
(each a “
Fund
” and collectively, the “
Funds
”), and Hermes Investment Management Limited,
a limited liability corporation registered in England and Wales (“
Subadviser
”).
WHEREAS,
the Trust is a management investment company registered under the Investment Company Act of 1940, as amended (the “
1940
Act
”);
WHEREAS
,
the Trust, on behalf of the Fund(s), has entered into an Investment Advisory Contract, dated September 1, 2018, with Adviser (as
amended and supplemented from time-to-time, the “
Advisory Contract
”), pursuant to which Adviser has agreed to
provide certain investment management services to the Fund(s), a copy of which has been provided to the Subadviser;
WHEREAS
,
pursuant to the authority granted to the Adviser in the Advisory Contract, Adviser desires to retain Subadviser to furnish investment
advisory services to the Fund(s), and Subadviser is willing to furnish such services to the Fund(s) in such capacity; and
WHEREAS
,
the trustees of the Trust (the “
Trustees
”), including a majority of the Trustees who are not “interested
persons” (as such term is defined below) of any party to this Agreement, have each consented to such an arrangement;
NOW, THEREFORE
,
in consideration of the mutual covenants contained herein, the parties agree as follows:
SECTION 1.
APPOINTMENT OF SUBADVISER;
COMPENSATION
SECTION
1.1. Appointment as Subadviser.
Subject to and in
accordance with the provisions hereof, Adviser hereby appoints Subadviser as a discretionary investment subadviser to perform the
various investment advisory and other services to the Fund set forth herein and in the Fund’s registration statement, as
amended (the “
Registration Statement
”) and, subject to the restrictions set forth herein, hereby delegates to
Subadviser the authority vested in Adviser pursuant to the Advisory Contract to the extent necessary to enable Subadviser to perform
its obligations under this Agreement. For purposes of this Agreement, “
Affiliates
” shall mean Subadviser and
any subsidiary, holding company or member of any of the Subadviser, and any investment fund or other collective investment scheme
(of any nature) for which any of the foregoing shall act as investment adviser or investment manager.
SECTION
1.2. Scope of Investment Authority
(a) Subject
to the supervision of the Board of Trustees of the Trust (the “Board”) and Adviser, Subadviser will manage the investments
and determine the composition of the assets of the Fund on a discretionary basis and provide the services under this Agreement
in accordance with the Fund’s investment objective or objectives, policies, and restrictions as stated in the Registration
Statement, copies of which shall be sent to Subadviser by the Adviser prior to the commencement of this Agreement and promptly
following any amendment. In the event Adviser determines that Subadviser is unable by an event or circumstance to fulfill its responsibilities
under this Agreement, including, but not limited to, a result of force majeure, loss of regulatory permission, loss of key personnel,
and subject to approval of the Board and notice to Subadviser, the Adviser or any if its affiliates reserves the right and retains
its complete authority immediately to assume direct responsibility for any function delegated to Subadviser under this Agreement.
For the avoidance of doubt nothing in this clause restricts Adviser from exercising its complete authority to assume direct responsibility
for any function delegated to Subadviser.
(b) The
parties agree that, for so long as this Agreement shall remain in effect, Subadviser shall exercise discretionary investment authority
over the manner in which the Fund’s assets are invested without obtaining any further approval or consent from the Board
or Adviser; provided that the Board and Adviser shall at all times have the right to monitor the Fund’s investment activities
and performance, require Subadviser to make reasonable and mutually acceptable reports, and give explanations as to the manner
in which the Fund’s assets are being invested.
(c) Adviser
shall notify Subadviser from time to time of the institutions which shall hold the Fund’s cash and assets and act as custodian
or sub-custodian (collectively the “custodians(s)”). Adviser understands and acknowledges that (i) Subadviser shall
at no time have custody or physical control of the assets of the Fund, (ii) Subadviser shall give instructions to the custodian(s),
in writing or orally, and (iii) Adviser shall instruct the custodian to provide Subadviser with such periodic reports concerning
the status of the Fund as Subadviser may reasonably request from time to time. Adviser will not change the custodian(s) without
giving Subadviser reasonable prior notice of its intention to do so together with the name and other relevant information with
respect to the new custodian(s).
(d) The
parties agree that, upon receipt of instructions from Subadviser, Adviser shall be responsible for placing orders or otherwise
communicating trade instructions with brokers and counterparties on behalf of the Fund. Notwithstanding the foregoing, Subadviser
may place orders and communicate trade instructions with brokers or counterparties upon request of Adviser.
SECTION
1.3. Governing Documents.
Adviser will provide
Subadviser with copies of (i) the Trust’s Agreement and Declaration of Trust and By-laws, as currently in effect, (ii) the
Fund’s current Registration Statement and any amendments thereto, and (iii) any instructions, investment policies or other
restrictions adopted by the Trustees or Adviser supplemental thereto. Adviser will provide Subadviser with such further documentation
and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time
to time reasonably request or as may be required in order to fulfill its duties and obligations hereunder.
SECTION
1.4. Compensation.
Adviser shall compensate
Subadviser for the services it performs on behalf of a Fund in accordance with the terms set forth in the exhibits attached to
this Agreement. Subadviser’s fee shall be paid monthly and, within fifteen business days of the end of each calendar month,
Adviser shall transmit to Subadviser the fee for such month. Payment shall be made in U.S. dollars and sent by federal funds wired
to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the
fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of
termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which
such effectiveness or termination occurs. Subadviser agrees to look exclusively to Adviser, and not to any assets of the Trust
or Fund, for the payment of Subadviser’s fees arising under this section.
SECTION
1.5. Costs and Expenses.
Subject to Section
2.3 herein, Subadviser shall be entitled to prompt reimbursement from Fund or Adviser for all out-of-pocket expenses incurred in
connection with the performance of its obligations hereunder, to the extent Subadviser incurs any costs by assuming expenses which
are an obligation of the Fund or Adviser, except to the extent Subadviser has otherwise agreed to bear such expenses. Subadviser
shall not cause the Fund or Adviser to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its
obligations under this Agreement, unless Subadviser has first notified Adviser of its intention to do so.
SECTION 2.
SERVICES TO BE PERFORMED
BY SUBADVISER
SECTION
2.1. Investment Advisory Services.
(a) In
fulfilling its obligations under this Agreement, Subadviser will:
(i) obtain
and evaluate pertinent economic, statistical, financial and other information affecting individual companies or industries the
securities of which are included in the Fund’s portfolio or are under consideration for inclusion in the Fund’s portfolio;
(ii) formulate
and implement a continuous investment program for the Fund consistent with Subadviser’s investment strategy and the specific
investment objectives and related investment policies for the Fund as described in the Registration Statement;
(iii) take
whatever steps Subadviser deems necessary or advisable in order to implement these investment programs by the purchase and sale
of securities including, at the request of Adviser, the placing of orders for such purchases and sales;
(iv) review
and, to the extent necessary, negotiate all securities documentation, and assist in the development of investment processes with
Adviser regarding the operational flows and evaluation of investment opportunities;
(v) regularly
report to the Adviser and Trustees of the Trust with respect to the implementation of these investment programs; and
(vi) provide
assistance to the Adviser and Fund’s custodian regarding the fair value of securities held by the Fund for which market quotations
are not readily available.
(b) As
set forth in Section 2.1(a)(iii) above, and to the extent Adviser requests that Subadviser execute trades on behalf of the Fund,
Subadviser shall be permitted to place all orders for the purchase and sale of securities for the Fund’s accounts with brokers
and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are “
affiliated persons
”
(as such term is defined in the 1940 Act) of the Trust, Adviser or Subadviser, provided that Subadviser shall only place orders
on behalf of the Fund with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1
or as otherwise permitted under Section 17(e) of the 1940 Act. Subadviser shall use its best efforts to seek to execute portfolio
transactions at prices that are advantageous to the Fund and at commission rates, if applicable, that are reasonable in relation
to the benefits received. The Trustees shall periodically review the commissions paid by the Fund to determine if the commissions
paid over representative periods were reasonable in relation to the benefits to the Fund, and Subadviser shall provide any information
requested by the Trustees for purposes of such review.
(c) To
the extent permitted by applicable laws and regulations, Subadviser may aggregate securities to be so purchased or sold on behalf
of the Fund in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such
event, allocation of securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser
in the manner it considers to be the most equitable and consistent with its fiduciary obligation to the Fund and to such other
clients.
(d) Adviser
acknowledges that the guidelines, percentage limitations and restrictions (if any) in the Registration Statement apply at the time
of purchase only (except as otherwise required by applicable law, rules and regulations under the 1940 Act), and failure to comply
with any specific guideline, percentage limitation or restriction contained therein because of events outside of Subadviser’s
control (such as, but not limited to, market fluctuation, changes in the capital structure of any company included in the Fund’s
portfolio, ratings agency or credit ratings changes or Fund share repurchases) will not be deemed a breach of the Registration
Statement or this Agreement.
(e) Subadviser
may act and/or rely upon any written advice, certificate, notice, instruction, request or other paper or document received from
Adviser that it, in good faith, believes to be genuine and to have been signed or presented by an authorized person or other proper
party or parties, and may assume that any person purporting to give such advice or other paper or document has been duly authorized
to do so unless contrary instructions have been delivered to Subadviser by the Fund or the Adviser. Any notice or instruction required
to be in writing under this section may be provided via electronic mail at an address supplied by Subadviser.
SECTION
2.2. Acknowledgements and consents
Each of the parties hereby
acknowledges and consents to the following:
(a) The
services of Subadviser under this Agreement are not to be deemed exclusive and Subadviser shall be free to render similar services
to others. Subadviser shall not be deemed to have notice of, or to be under any duty to disclose to the Fund or Trust, any fact
or thing which may come to the notice of Subadviser or any member or representative of Subadviser in the course of Subadviser rendering
similar services to others or in the course of its business in any capacity or in any manner whatsoever otherwise than in the course
of carrying out its duties hereunder.
(b)
Adviser has received a copy of Part 2 of Subadviser’s Form ADV and confirms having read and understood the disclosures contained
therein, including without limitation the sections setting forth the various procedures, understandings and conflicts of interest
relating to the Fund and Subadviser’s relationship with its affiliates, and Adviser agrees that Subadviser’s services
hereunder shall be subject to such procedures and understandings and conflicts of interest.
(c)
Adviser understands the investment strategy intended to be followed in respect of the Fund and hereby consents thereto and understands
that Subadviser makes no representation as to the success of any investment strategy or security that may be recommended or undertaken
by Subadviser with respect to the Fund.
SECTION
2.3. Administrative and Other Services.
(a) Subadviser
will, at its expense, furnish (i) all necessary investment and management facilities, including salaries, draws or profit allocations
of its personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical
personnel and equipment necessary for the performance of its investment management services hereunder (excluding determination
of net asset values and shareholder recordkeeping services).
(b) Subadviser
will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered
investment company pursuant to the 1940 Act and the rules thereunder. Subadviser agrees that such records are the property of the
Trust, and such records will be surrendered to the Trust or Adviser or their designee promptly upon request, provided that Subadviser
may maintain copies of all such records. Adviser shall be granted reasonable access to the records and documents in Subadviser’s
possession relating to the Fund at all times.
(c) Subadviser
shall provide such information as is reasonably necessary to enable Adviser to prepare and update the Registration Statement (and
any supplement thereto) and the Fund’s financial statements. Subadviser understands that the Fund and Adviser will rely on
such information in the preparation of the Registration Statement and the Fund’s financial statements, and hereby covenants
that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true
and complete in all material respects. Notwithstanding the foregoing, Adviser acknowledges and agrees that Subadviser is not responsible
or liable for the information contained in the Registration Statement or the financial statements of the Fund except for information
specifically relating to Subadviser or other information provided or approved by it.
SECTION 3.
COMPLIANCE; CONFIDENTIALITY
SECTION
3.1. Compliance.
(a) Subadviser
will comply with (i) all applicable U.S. state and federal laws and regulations, and any applicable regulations of the UK Financial
Conduct Authority governing the performance of the Subadviser’s duties hereunder, (ii) the investment objective, policies
and limitations, as provided in the Fund’s Registration Statement and other governing documents, as provided to Subadviser,
and (iii) such instructions, policies and limitations relating to the Fund as the Trustees or Adviser may from time-to-time adopt
and communicate in writing to Subadviser.
(b) Subadviser
has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust
with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented
to ensure compliance therewith.
(c) Subadviser
will promptly notify Adviser of any material violation of the laws, regulations, objectives, policies, limitations or instructions
identified in paragraph (a) of this section or of its code of ethics with respect to the Fund.
(d) As
required by Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “
Advisers Act
”), Subadviser
has adopted written policies and procedures reasonably designed to prevent violation by it, or any of its supervised persons, of
the Advisers Act and the rules under the Advisers Act and all other laws and regulations relevant to the performance of its duties
under this Agreement. Subadviser has designated a chief compliance officer responsible for administering these compliance policies
and procedures. The chief compliance officer at Subadviser’s expense shall provide such written compliance reports relating
to the operations and compliance procedures of Subadviser to Adviser and/or the Fund and their respective chief compliance officers
as may be required by law or regulation or as are otherwise reasonably requested. Moreover, Subadviser agrees to use such other
or additional compliance techniques as Adviser or the Board may reasonably adopt or approve, including written compliance procedures.
SECTION
3.2. Confidentiality.
(a) Subject
to Section 3.2(b), the parties to this Agreement agree that each shall treat as confidential all information provided by a party
to the others regarding such party’s business and operations. All confidential information provided by a party hereto shall
be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may
be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of
such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which
thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any
law or regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor, accountant or
lawyer of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
(b) Nothing
in this Agreement is intended to limit or restrict Adviser or its affiliated persons from, or require written consent before, generally
describing or discussing (whether orally or in writing), in the ordinary course of its business, (i) Adviser’s business
relationship with Subadviser or the operation of such relationship or (ii) the attributes, characteristics, management and
other information regarding Adviser and Subadviser, with clients or prospective clients (including the Board, shareholders and
prospective shareholders of the Fund, financial intermediaries who distribute, or propose to distribute, the Fund, and rating services
that rate or rank, or propose to rate or rank, the Fund) or the Fund in connection with the acquisition or disposal of investments
and assets.
SECTION
3.3. Disclosure about Subadviser
Subadviser has reviewed
the most recent Amendment to the Registration Statement that contains disclosure about Subadviser, and represents and warrants
that, with respect only to the disclosure expressly concerning Subadviser, its business, operations, investment strategies and
processes, members or employees, such Registration Statement contains, as of the date hereof, no untrue statement of any material
fact and does not omit any statement of a material fact which would be required to be stated therein or necessary to make the statements
contained therein, in light of the circumstances under which they were made, not misleading. Subadviser further represents and
warrants that it is a duly registered investment adviser under the Advisers Act and will maintain such registration so long as
this Agreement remains in effect. Adviser hereby acknowledges that it has received a copy of the Subadviser's Form ADV, Part 2
prior to entering into this Agreement.
SECTION 4.
LIABILITY OF SUBADVISER
Notwithstanding
anything herein to the contrary, neither Subadviser, nor any of its officers or employees, shall be liable to Adviser, the Trust
or the Fund for any loss resulting from Subadviser’s acts or omissions as Subadviser to the Fund under this Agreement, except
to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of
Subadviser or any of its members or employees in the performance of Subadviser’s duties and obligations under this Agreement.
The Subadviser shall not be liable for any third parties.
SECTION 5.
REGULATION
Subadviser shall
submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant
to applicable laws and regulations.
SECTION 6.
DURATION AND TERMINATION
OF AGREEMENT
SECTION
6.1. Effective Date; Duration; Continuance.
(a) Subject
to prior termination pursuant to Section 6.2 below, this Agreement shall begin as of the date of its execution and shall continue
in effect for a period of two years from the date hereof and indefinitely thereafter, but only so long as the continuance after
such date shall be specifically approved at least annually by vote of the Trustees or by a vote of a majority of the outstanding
voting securities of the Trust, provided that in either event such continuance shall also be approved by the vote of a majority
of the Trustees who are not “interested persons” of any party to this Agreement cast in person at a meeting called
for the purpose of voting on such approval.
(b) Unless
otherwise permitted under an exemptive order or other position issued by the U.S. Securities and Exchange Commission (the “
Commission
”),
the required shareholder approval of this Agreement or any continuance of this Agreement, if required, shall be effective with
respect to the Trust if a majority of the outstanding voting securities of the Fund votes to approve this Agreement or its continuance.
SECTION
6.2. Termination and Assignment.
(a) This
Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the
Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Adviser; or (iv) by Subadviser.
(b) This
Agreement may be terminated: (i) by Subadviser upon sixty days’ written notice to the Fund and Adviser if there is a material
breach of this Agreement by Adviser, or (ii) by Adviser upon sixty (60) days’ notice to the Fund and Subadviser if there
is a material breach of this Agreement by Subadviser; provided that, in the case of either clause (i) or (ii) immediately above
being operative, such breach remains uncured for a period of 30 days after the breaching party receives written notice of such
breach from the non-breaching party.
(c) This
Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment or (ii) in the event
the Advisory Contract is terminated for any reason.
(d) Termination
of the appointment of Subadviser shall be without prejudice to any antecedent liability of any party hereunder (including, without
limitation, any right to indemnity hereunder) and without prejudice to any provision deemed or intended to survive the termination
of this Agreement including without limitation Section 4 and Section 3.
(e) Termination
will not in any event affect accrued rights (including without limitation any right to receive fees, costs or other expenses pursuant
to the Agreement) or existing commitments, or contractual provisions intended to survive termination, and will be without penalty
or other additional payment, save that the Fund will pay any additional expenses necessarily incurred by Subadviser in terminating
this Agreement, and any losses necessarily realized in concluding outstanding transactions. Sections 4 and 8.7 will also survive
termination of this Agreement.
SECTION
6.3. Definitions.
The terms “
registered
investment company
,” “
vote of a majority of the outstanding voting securities
,” “
assignment
,”
and “
interested persons
,” when used herein, shall have the respective meanings specified in the 1940 Act as
now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Commission.
SECTION 7.
REPRESENTATIONS,
WARRANTIES AND COVENANTS
SECTION
7.1. Representations of Adviser.
Adviser represents,
warrants and agrees that:
(a) Adviser
is a business corporation duly established, validly existing and in good standing under the laws of the State of Delaware, and
is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would
have a material adverse effect on its business;
(b) Adviser
is duly registered as an “investment adviser” under the Advisers Act;
(c) Adviser
has been duly appointed by the Trustees and shareholders of the Fund to provide investment services to the Fund as contemplated
by the Advisory Contract and is authorized to delegate any and all of its duties and obligations thereunder;
(d) the
execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by
all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree,
order, judgment, agreement or instrument binding on Adviser or under Adviser’s declaration of trust;
(e) no
consent of any applicable governmental authority or body is necessary for Adviser to enter into this Agreement, except for such
consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(f) Adviser
will promptly notify Subadviser in writing of the occurrence of any event which is likely to have a material impact on the performance
of its obligations pursuant to this Agreement, including without limitation the existence of any pending or reasonably anticipated
audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating
to Adviser or the Fund conducted by any state or federal governmental regulatory authority; and
(g) this
Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.
SECTION
7.2. Representations of Subadviser.
Subadviser represents,
warrants and agrees that:
(a) Subadviser
is a limited liability corporation duly established, validly existing and in good standing under the laws of England and Wales,
and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify
would have a material adverse effect on its business;
(b) Subadviser
is duly registered as an “investment adviser” under the Advisers Act;
(c) the
execution, delivery and performance of this Agreement are within Subadviser’s powers, have been and remain duly authorized
by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any
decree, order, judgment, agreement or instrument binding on Subadviser or under Subadviser’s constitutional documents, as
may be amended from time to time;
(d) no
consent of any applicable governmental authority or body is necessary for Subadviser to enter into this Agreement, except for such
consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(e) this
Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
SECTION
7.3. Covenants of Subadviser.
(a) Subadviser
will promptly notify the Fund and Adviser in writing of the occurrence of any event which is likely to have a material impact on
the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the
occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company
pursuant to Section 9 (a) of the 1940 Act or otherwise;
(ii) any
material change in Subadviser’s overall business activities that may have a material adverse effect on Subadviser’s
ability to perform its obligations under this Agreement;
(iii) any
event that would constitute a change in control (as interpreted under the 1940 Act) of Subadviser; and
(iv) the
existence of any pending or reasonably anticipated audit, investigation, complaint, examination or other inquiry (other than routine
regulatory examinations or inspections) relating to the Fund conducted by any state or federal governmental regulatory authority.
(b) Subadviser
agrees that it will promptly supply Adviser with copies of any material changes to any of the documents provided by Subadviser
pursuant to Section 3.1.
(c) Subadviser
has provided, and will provide at least annually, the Trustees and Adviser with any existing certificates of insurance setting
forth the amounts of its fidelity bond or other insurance coverage (if applicable), or as otherwise may be agreed to by Adviser
and Subadviser.
SECTION 8.
MISCELLANEOUS PROVISIONS
SECTION
8.1. Subadviser’s Relationship.
Adviser and Subadviser
are not partners or joint venturers with each other and nothing in this Agreement shall be construed so as to make them partners
or joint venturers or impose any liability as such on either of them. Subadviser shall perform its duties under this Agreement
as an independent contractor and not as an agent of the Fund, the Trustees or Adviser.
SECTION
8.2. Amendments.
This Agreement may
be modified by mutual consent of Adviser, Subadviser and the Fund subject to the provisions of Section 15 of the 1940 Act, as modified
by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases
of, the Commission.
SECTION
8.3. Entire Agreement.
This Agreement contains
the entire understanding and agreement of the parties with respect to the subject hereof.
SECTION
8.4. Captions.
The headings in
the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
SECTION
8.5. Notices.
All notices required
to be given pursuant to this Agreement shall be delivered or mailed to the address set forth in this section of the Trust/Fund,
Adviser or Subadviser, as the case may be, in person or by registered mail or a private mail or delivery service providing the
sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 8.5.
|
Trust
:
|
Federated Adviser Series
Federated Investors Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
|
|
Attention:
|
Peter Germain, Secretary
|
Facsimile No.: 412-288-7578
|
Adviser
:
|
Federated Global Investment Management Corp.
|
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Facsimile No.: 412-288-7578
|
Subadviser
:
|
Hermes Investment Management Limited
|
Sixth Floor, 150 Cheapside
London EC2V 6ET
Facsimile No.: +44 207 657
0107
SECTION 8.6. Severability.
Should any portion
of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible,
as if such portion had never been contained herein.
SECTION
8.7. Governing Law.
The provisions of
this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania (without giving
effect to the choice of law provisions thereof), or any of the applicable provisions of the 1940 Act.
SECTION
8.8. Limitation of Liability.
A copy of the Certificate
of Trust establishing the Trust, dated July 18, 2017, as amended from time-to-time, together with all amendments, is on file in
the office of the Secretary of the State of Delaware, and notice is hereby given that this Agreement is not executed on behalf
of any of the Trustees as individuals and the shareholders, the Trustees, the officers, the employees or any agent of the Trust
or Fund shall not be liable for the Trust’s or Fund’s obligations hereunder. Adviser and Subadviser agree to look solely
to the assets of the Fund for the payment of any claim against the Fund hereunder or for the performance thereof.
SECTION
8.9. Further Assurances.
The parties agree
(a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents,
and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent
of this Agreement and the documents referred to in this Agreement. In the event that this Agreement is terminated in accordance
with Section 6.2 above, Subadviser agrees to make reasonable efforts to assist Adviser, the Trust and the Fund in the transition
to the succeeding adviser or subadviser. This Section 8.9 shall survive any termination of this Agreement.
SECTION
8.10. Counterparts
This Agreement may
be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.
SECTION
8.11. Portfolio Transactions
Subadviser agrees
not to consult with any of the entities listed in this Section 8.11 concerning transactions for the Trust or Fund in securities
or other assets:
|
a)
|
other subadvisers to the Trust or Fund, if any, as disclosed to Subadviser; and
|
|
b)
|
other subadvisers to a fund or portfolio under common control with the Trust, as disclosed to Subadviser.
|
IN WITNESS WHEREOF
,
the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers as of the date first
mentioned above.
Federated Global Investment
Management Corp.
By:
/s/ Anne H. Kruczek
Name: Anne H. Kruczek
Title: Senior Vice President
|
Federated Adviser Series
By:
/s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: President
|
Hermes Investment Management
Limited
By:
/s/ Ian Kennedy
Name: Ian Kennedy
Title: Chief Operating Officer
|
|
1
EXHIBIT
A
Federated
Hermes SDG ENGAGEMENT EQUITY fund
For all services
rendered by Subadviser hereunder on behalf of the above-named Fund, the Adviser shall pay to Subadviser and Subadviser agrees to
accept as full compensation for all services rendered hereunder, an annual advisory fee in U.S. dollars equal to 50% (50 basis
points) of the Fund’s average daily net assets.
The portion of the
fee based upon the average daily managed assets of the Fund shall be accrued daily at the rate of 1/365th of the net advisory fee
applied to the daily average managed assets of the Fund.
The fee so accrued
shall be paid to Subadviser monthly in accordance with Section 1.4 of the Agreement.
If, and to the extent,
that Value Added Tax (“VAT”) is applicable to Subadviser’s services under the Agreement, Adviser shall pay to
Subadviser, on receipt of a valid VAT invoice and in addition to the consideration for services with respect to the Fund payable
to Subadviser under the Agreement, an amount for any VAT due in respect of such services as mutually agreed between Adviser and
Subadviser.
Subadviser may from
time to time and for such periods as it deems appropriate reduce its compensation (and, if appropriate, assume expenses of one
or more of the Funds), including to the extent that any Fund’s expenses exceed such lower expense limitation as the Adviser
may, by notice to the Fund, voluntarily declare to be effective. Subadviser agrees to share pro rata in any fee waivers, or expense
assumptions and reimbursements, imposed or made by the Adviser or its affiliates.
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as
of September 1, 2018, that Federated Adviser Series (formerly, Federated MDT Equity Trust), a statutory Trust duly organized under
the laws of the State of Delaware (the “Trust”), does hereby nominate, constitute and appoint Hermes Investment Management
Limited, a limited liability corporation registered under the laws of England and Wales (the “Sub-Adviser”), to act
hereunder as the true and lawful agent and attorney-in-fact of the Trust, acting on behalf of each of the series portfolios of
the Trust for which Sub-Adviser provides advisory services and acts as sub-adviser as of the date of this limited power of attorney
and for such series portfolios that may be established by the Trust in the future from time to time (each such series portfolio
being hereinafter referred to as a “Fund” and collectively as the “Funds”), for the specific purpose of
executing and delivering all such agreements, instruments, contracts, assignments, bond powers, stock powers, transfer instructions,
receipts, waivers, consents and other documents, and performing all such acts, as Sub-Adviser may deem necessary or reasonably
desirable, related to the acquisition, disposition and/or reinvestment of the funds and assets of a Fund of the Trust in accordance
with Sub-Adviser’s supervision of the investment, sale and reinvestment of the funds and assets of each Fund pursuant to
the authority granted to Sub-Adviser as sub-adviser of each Fund under that certain Subadvisory Agreement dated [ ], 2018, by
and between the Trust, Sub-Adviser and Federated Global Investment Management Corp. (such subadvisory contract, as may be amended,
supplemented or otherwise modified from time to time is hereinafter referred to as the “Subadvisory Contract”).
Sub-Adviser shall exercise
or omit to exercise the powers and authorities granted herein in each case as Sub-Adviser in its sole and absolute discretion deems
desirable or appropriate under existing circumstances. The Trust hereby ratifies and confirms as good and effectual, at law or
in equity, all that Sub-Adviser, and its officers and employees, may do by virtue hereof. However, despite the above provisions,
nothing herein shall be construed as imposing a duty on Sub-Adviser to act or assume responsibility for any matters referred to
above or other matters even though Sub-Adviser may have power or authority hereunder to do so. Nothing in this Limited Power of
Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Subadvisory Contract, (ii) to amend,
modify, limit or denigrate any duties, obligations or liabilities of Sub-Adviser under the terms of the Subadvisory Contract or
(iii) exonerate, relieve or release Sub-Adviser any losses, obligations, penalties, actions, judgments and suits and other costs,
expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Sub-Adviser
(x) under the terms of the Subadvisory Contract or (y) at law, or in equity, for the performance of its duties as the investment
adviser of any of the Funds.
The Trust hereby agrees
to indemnify and save harmless Sub-Adviser and its partners, members, officers and employees (each of the foregoing an “Indemnified
Party” and collectively the “Indemnified Parties”) against and from any and all losses, obligations, penalties,
actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against an Indemnified Party, other than as a consequence of gross negligence or willful misconduct
on the part of an Indemnified Party, arising out of or in connection with this Limited Power of Attorney or any other agreement,
instrument or document executed in connection with the exercise of the authority granted to Sub-Adviser herein to act on behalf
of the Trust, including without limitation the reasonable costs, expenses and disbursements in connection with defending such Indemnified
Party against any claim or liability related to the exercise or performance of any of Sub-Adviser's powers or duties under this
Limited Power of Attorney or any of the other agreements, instruments or documents executed in connection with the exercise of
the authority granted to Sub-Adviser herein to act on behalf of the Trust, or the taking of any action under or in connection with
any of the foregoing. The obligations of the Trust under this paragraph shall survive the termination of this Limited Power of
Attorney with respect to actions taken by Sub-Adviser on behalf of the Trust during the term of this Limited Power of Attorney.
No Fund shall have any joint or several obligations with any other Fund to reimburse or indemnify an Indemnified Party for any
action, event, matter or occurrence performed or omitted by or on behalf of Sub-Adviser in its capacity as agent or attorney-in-fact
of Trust acting on behalf of any other Fund hereunder.
Any person, partnership,
corporation or other legal entity dealing with Sub-Adviser in its capacity as attorney-in-fact hereunder for the Trust is hereby
expressly put on notice that Sub-Adviser is acting solely in the capacity as an agent of the Trust and that any such person, partnership,
corporation or other legal entity must look solely to the Trust in question for enforcement of any claim against the Trust, as
Sub-Adviser assumes no personal liability whatsoever for obligations of the Trust entered into by Sub-Adviser in its capacity as
attorney-in-fact for the Trust.
Each person, partnership,
corporation or other legal entity which deals with a Fund of the Trust through Sub-Adviser in its capacity as agent and attorney-in-fact
of the Trust, is hereby expressly put on notice (i) that all persons or entities dealing with the Trust must look solely to the
assets of the Fund of the Trust on whose behalf Sub-Adviser is acting pursuant to its powers hereunder for enforcement of any claim
against the Trust, as the Trustees, officers and/or agents of such Trust, the shareholders of the various classes of shares of
the Trust and the other Funds of the Trust assume no personal liability whatsoever for obligations entered into on behalf of such
Fund of the Trust, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of
any other Fund of the Trust.
The execution of this Limited
Power of Attorney by the Trust acting on behalf of the several Funds shall not be deemed to evidence the existence of any express
or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking
of Sub-Adviser pursuant to the power or authority granted to Sub-Adviser under this Limited Power of Attorney under any rule of
law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise
shall be limited only to the assets of the Fund of the Trust on whose behalf Sub-Adviser was acting pursuant to the authority granted
hereunder.
The Trust hereby agrees
that no person, partnership, corporation or other legal entity dealing with Sub-Adviser shall be bound to inquire into Sub-Adviser's
power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying
on such power or authority unless such person, partnership, corporation or other legal entity has received prior written notice
from the Trust that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated
automatically upon the cancellation or termination of the Subadvisory Contract between the Trust and Sub-Adviser. Except as provided
in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Trust at any
time provided that no such revocation or termination shall be effective until Sub-Adviser has received actual notice of such revocation
or termination in writing from the Trust.
This Limited Power of Attorney
constitutes the entire agreement between the Trust and Sub-Adviser, may be changed only by a writing signed by both of them, and
shall bind and benefit their respective successors and assigns; provided, however, Sub-Adviser shall have no power or authority
hereunder to appoint a successor or substitute attorney in fact for the Trust.
This Limited Power of Attorney
shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles
of conflicts of laws. Without limiting any other authority expressly granted hereunder, for purposes of Pennsylvania law, this
Limited Power of Attorney shall be deemed to constitute a power used in a commercial transaction which authorizes an agency relationship
which is exclusively granted to facilitate transfer of stock, bonds and other assets and which may be exercised independently of
any other agent designed by the Trust and includes, but is not limited to, the power to engage in stock, bond and other securities
transactions as specified by 20 Pa.C.S. § 5603(k). The authority granted to the Sub-Adviser by this Limited Power of Attorney
may be delegated by the Sub-Adviser to one or more successor agents or subadvisors, or to other persons the Sub-Adviser in its
sole discretion determines are appropriate or necessary. If any provision hereof, or any power or authority conferred upon Sub-Adviser
herein, would be invalid or unexercisable under applicable law, then such provision, power or authority shall be deemed modified
to the extent necessary to render it valid or exercisable while most nearly preserving its original intent, and no provision hereof,
or power or authority conferred upon Sub-Adviser herein, shall be affected by the invalidity or the non-exercisability of another
provision hereof, or of another power or authority conferred herein.
This Limited Power of Attorney
may be executed in as many identical counterparts as may be convenient and by the different parties hereto on separate counterparts.
This Limited Power of Attorney shall become binding on the Trust when the Trust shall have executed at least one counterpart and
Sub-Adviser shall have accepted its appointment by executing this Limited Power of Attorney. Immediately after the execution of
a counterpart original of this Limited Power of Attorney and solely for the convenience of the parties hereto, the Trust and Sub-Adviser
will execute sufficient counterparts so that Sub-Adviser shall have a counterpart executed by it and the Trust, and the Trust shall
have a counterpart executed by the Trust and Sub-Adviser. Each counterpart shall be deemed an original and all such taken together
shall constitute but one and the same instrument, and it shall not be necessary in making proof of this Limited Power of Attorney
to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the
Trust has caused this Limited Power of Attorney to be executed by its duly authorized officer as of the date first written above.
Federated ADVISER
SERIES
By:
/s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: President
Accepted and agreed to this
1st day of September, 2018
HERMES INVESTMENT MANAGEMENT
LIMITED
By:
/s/Ian Kennedy
Name: Ian Kennedy
Title: Chief Operating Officer
Exhibit (e) (3) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
Exhibit G
to the
Distributor’s Contract
FEDERATED ADVISER SERIES
FEDERATED HERMES SDG ENGAGEMENT EQUITY
FUND
Class
A Shares
The following provisions are hereby
incorporated and made part of the Distributor’s Contract dated May 16, 2017, between the Federated Adviser Series and Federated
Securities Corp. with respect to the Class A Shares (“Shares”) of the portfolio set forth above.
|
1.
|
The Trust hereby appoints FSC to engage in activities principally intended to result in the sale
of shares of the above-listed Class. Pursuant to this appointment, FSC is authorized to select a group of financial institutions
(“Financial Institutions”) to sell Shares at the current offering price thereof as described and set forth in the respective
prospectuses of the Trust.
|
|
2.
|
During the term of this Agreement, the Trust will pay FSC for services pursuant to this Agreement:
|
|
a.
|
With respect to the
Class A
Shares, a monthly fee computed as the annual rate of
0.05%
of 1% of the average aggregate net asset value of the Shares held during the month;
|
For the month in which this Agreement becomes effective
or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement
is in effect during the month.
|
3.
|
FSC may from time-to-time and for such periods as it deems appropriate reduce its compensation
to the extent any Class expenses exceed such lower expense limitation as FSC may, by notice to the Trust, voluntarily declare to
be effective.
|
|
4.
|
FSC will enter into separate written agreements with various firms to provide certain of the
services set forth in Paragraph 1 herein. FSC, in its sole discretion, may pay Financial Institutions a periodic fee in respect
of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees
will be paid shall be determined from time to time by FSC in its sole discretion.
|
|
5.
|
FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts
expended hereunder including amounts paid to Financial Institutions and the purpose for such expenditures.
|
In consideration of the mutual covenants
set forth in the Distributor’s Contract dated May 16, 2017, between Federated Adviser Series and Federated Securities Corp.,
Federated Adviser Series executes and delivers this Exhibit on behalf of the Federated Hermes SDG Engagement Equity Fund, and with
respect to the Class A Shares thereof, first set forth in this Exhibit.
(signature page to follow)
Witness the due execution hereof this
1
st
day of September, 2018.
FEDERATED ADVISER SERIES
By:
J. Christopher Donahue
Name: J. Christopher Donahue
Title: President
FEDERATED SECURITIES CORP.
By:
/s/ Paul A. Uhlman
Name: Paul A. Uhlman
Title: President
Exhibit H
to the
Distributor’s Contract
FEDERATED ADVISER SERIES
FEDERATED HERMES SDG ENGAGEMENT EQUITY
FUND
Class
C Shares
The following provisions are hereby
incorporated and made part of the Distributor’s Contract dated May 16, 2017, between the Federated Adviser Series and Federated
Securities Corp. with respect to the Class C Shares (“Shares”) of the portfolio set forth above.
|
1.
|
The Trust hereby appoints FSC to engage in activities principally intended to result in the sale
of shares of the above-listed Class. Pursuant to this appointment, FSC is authorized to select a group of financial institutions
(“Financial Institutions”) to sell Shares at the current offering price thereof as described and set forth in the respective
prospectuses of the Trust.
|
|
2.
|
During the term of this Agreement, the Trust will pay FSC for services pursuant to this Agreement:
|
|
a.
|
With respect to the
Class C
Shares, a monthly fee computed as the annual rate of
0.75%
of 1% of the average aggregate net asset value of the Shares held during the month;
|
|
3.
|
For the month in which this Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the Agreement is in effect during the month.
|
|
4.
|
FSC may from time-to-time and for such periods as it deems appropriate reduce its compensation
to the extent any Class expenses exceed such lower expense limitation as FSC may, by notice to the Trust, voluntarily declare to
be effective.
|
|
5.
|
FSC will enter into separate written agreements with various firms to provide certain of the
services set forth in Paragraph 1 herein. FSC, in its sole discretion, may pay Financial Institutions a periodic fee in respect
of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees
will be paid shall be determined from time to time by FSC in its sole discretion.
|
|
6.
|
FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts
expended hereunder including amounts paid to Financial Institutions and the purpose for such expenditures.
|
In consideration of the mutual covenants
set forth in the Distributor’s Contract dated May 16, 2017, between Federated Adviser Series and Federated Securities Corp.,
Federated Adviser Series executes and delivers this Exhibit on behalf of the Federated Hermes SDG Engagement Equity Fund, and with
respect to the Class C Shares thereof, first set forth in this Exhibit.
(signature page to follow)
Witness the due execution hereof this
1
st
day of September, 2018.
FEDERATED ADVISER SERIES
By:
/s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: President
FEDERATED SECURITIES CORP.
By:
/s/ Paul A. Uhlman
Name: Paul A. Uhlman
Title: President
Exhibit I
to the
Distributor's Contract
FEDERATED ADVISER SERIES
FEDERATED HERMES SDG ENGAGEMENT EQUITY
FUND
Institutional
Shares
The following provisions are hereby
incorporated and made part of the Distributor’s Contract dated May 16, 2017, between the Federated Adviser Series and Federated
Securities Corp. with respect to the Institutional Shares (“Shares”) of the portfolio set forth above.
|
1.
|
FSC is authorized to select a group of financial institutions (“Financial Institutions”)
to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust.
|
|
2.
|
FSC will enter into separate written agreements with such Financial Institutions to sell Shares
as set forth in Paragraph 1 herein.
|
In consideration of the mutual covenants
set forth in the Distributor’s Contract dated May 16, 2017, between Federated Adviser Series and Federated Securities Corp.,
Federated Adviser Series executes and delivers this Exhibit on behalf of the Federated Hermes SDG Engagement Equity Fund, and with
respect to the Institutional Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day
of September, 2018.
FEDERATED ADVISER SERIES
By:
/s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: President
FEDERATED SECURITIES CORP.
By:
/s/ Paul A. Uhlman
Name: Paul A. Uhlman
Title: President
Exhibit J
to the
Distributor's Contract
FEDERATED ADVISER SERIES
FEDERATED HERMES SDG ENGAGEMENT EQUITY
FUND
r6
shares
The following provisions are hereby
incorporated and made part of the Distributor’s Contract dated May 16, 2017, between the Federated Adviser Series and Federated
Securities Corp. with respect to the Class R6 Shares (“Shares”) of the portfolio set forth above.
|
1.
|
FSC is authorized to select a group of financial institutions (“Financial Institutions”)
to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust.
|
|
2.
|
FSC will enter into separate written agreements with such Financial Institutions to sell Shares
as set forth in Paragraph 1 herein.
|
In consideration of the mutual covenants
set forth in the Distributor’s Contract dated May 16, 2017, between Federated Adviser Series and Federated Securities Corp.,
Federated Adviser Series executes and delivers this Exhibit on behalf of the Federated Hermes SDG Engagement Equity Fund, and with
respect to the Class R6 Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1
st
day of September, 2018.
FEDERATED ADVISER SERIES
By:
/s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: President
FEDERATED SECURITIES CORP.
By:
/s/ Paul A. Uhlman
Name: Paul A. Uhlman
Title: President
Exhibit (g)(2) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
TWENTY-FIRST
AMENDMENT TO
CUSTODY
AGREEMENT
THIS AMENDMENT TO
CUSTODY AGREEMENT (“
Amendment
”) is
by and between the registered investment
companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company
and each Series a “
Fund
” and collectively the “
Funds
”) and The Bank of New York Mellon (the
“
Custodian
”).
W I T N E S S E T H:
WHEREAS
, the Funds and the Custodian
are parties to that certain Custody Agreement (the “
Agreement
”) dated June 7, 2005, as amended, and between
the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS
,
each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS,
the Funds and the Custodian
desire to remove certain Funds from Schedules; and
NOW, THEREFORE
,
in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. The
Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign
Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within
the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings
Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit
B.
3. The
Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this
Amendment has been executed for and on behalf of the undersigned as of October 1, 2017.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By:
/s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By:
/s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the
Custody Agreement;
Schedule I of the
Joint Trading Account Agreement;
Schedule I of the
Foreign Custody Manager
Agreement
Revised 10/1/17
A.
Non-Money
Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend
Fund
Federated MDT Large-Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B.
Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
*a portfolio of Federated MDT Equity Trust became effective August
31, 2017
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund
Fee Schedule
(Exhibit D to Amendment dated
November 8, 2007)
Revised 10/1/17
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend
Fund
Federated MDT Large-Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*a portfolio of Federated MDT Equity Trust became effective August
31, 2017.
TWENTY-SECOND
AMENDMENT TO
CUSTODY
AGREEMENT
THIS AMENDMENT TO
CUSTODY AGREEMENT (“
Amendment
”) is
by and between the registered investment
companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company
and each Series a “
Fund
” and collectively the “
Funds
”) and The Bank of New York Mellon (the
“
Custodian
”).
W I T N E S S E T H:
WHEREAS
, the Funds and the Custodian
are parties to that certain Custody Agreement (the “
Agreement
”) dated June 7, 2005, as amended, and between
the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS
,
each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS,
the Funds and the Custodian
desire to
remove
certain Funds from Schedules; and
NOW, THEREFORE
,
in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. The
Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign
Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within
the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings
Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit
B.
3. The
Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this
Amendment has been executed for and on behalf of the undersigned as of December 1, 2017.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By:
/s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By:
/s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the
Custody Agreement;
Schedule I of the
Joint Trading Account Agreement;
Schedule I of the
Foreign Custody Manager
Agreement
Revised 12/1/17
A.
Non-Money
Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend
Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B.
Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
*a portfolio of Federated MDT Equity Trust became effective August
31, 2017
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund
Fee Schedule
(Exhibit D to Amendment dated
November 8, 2007)
Revised 12/1/17
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend
Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*a portfolio of Federated MDT Equity Trust became effective August
31, 2017.
TWENTY-THIRD
AMENDMENT TO
CUSTODY
AGREEMENT
THIS AMENDMENT TO
CUSTODY AGREEMENT (“
Amendment
”) is
by and between the registered investment
companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment
company and each Series a “
Fund
” and collectively the “
Funds
”) and The Bank of New York Mellon
(the “
Custodian
”).
W I T N E S S E T H:
WHEREAS
, the Funds and the Custodian
are parties to that certain Custody Agreement (the “
Agreement
”) dated June 7, 2005, amended November 7, 2007,
September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010 September 1, 2010, March 1, 2011, two
separate amendments dated March 25, 2011, August 1, 2012, December 31, 2012, September 24, 2013, April 28, 2014, December 1, 2014,
May 14, 2015, June 26, 2015, May 1, 2016, December 1, 2016, August 1, 2017, October 1, 2017 and December 1, 2017 between the Funds
listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto (each a "Fund") and The
Bank of New York Mellon (the "Custodian").
WHEREAS
,
each Fund is registered as a management investment company, or a series thereof, under the Investment Company Act of 1940, as amended;
and
WHEREAS
, the Funds and the Custodian
desire to amend the Agreement subject to the terms and conditions set forth herein.
NOW, THEREFORE
,
in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Section
3 of Article V of the Agreement is hereby deleted in its entirety and replaced with the following language:
3. Notwithstanding
the foregoing, Custodian will not charge the Fund any overdraft fees, penalties, or related custody charges in connection with
any transaction or series of related transactions for which Custodian did not provide Fund with notice, as soon as reasonably practicable
under the circumstances, of any refusal to accept or provide a price for an Actionable Trade Request as such term is defined in
the FX Standing Instructions Session Range Program Description, dated March 25, 2016 or the FX Benchmark Pricing Program Description,
dated March 25, 2016, as applicable.
2. The
Agreement shall remain in full force and effect as amended by this Amendment.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this
Amendment has been executed for and on behalf of the undersigned as of March 16, 2018.
Each of the registered investment companies or series
thereof listed on Schedule II to the Custody Agreement, as amended from time to time.
By:
/s/ Lori A. Hensler
Name: Lori Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: _
/s/ Armando Fernandez
Name: Armando Fernandez
Title: Managing Director
AMENDMENT TO TERMS OF
FOREIGN EXCHANGE BENCHMARK PRICING PROGRAM
AND
FOREIGN EXCHANGE STANDING INSTRUCTION SESSION
RANGE PROGRAM
FX PROGRAM SELECTION FORM
Federated Investment Management Company
(“Federated”) has received the FX Standing Instructions Session Range Program Description, dated March 25, 2016 (as
amended from time to time, the “Session Range Program Description”), and the FX Standing Instructions Benchmark Pricing
Program Description, dated March 25, 2016 (as amended from time to time, the “Benchmark Program Description” and collectively
with the Session Range Program Description, the “Documents”).
Capitalized Terms not otherwise defined herein shall bear the
meanings given to them in the Session Range Program Description or Benchmark Program Description, as applicable.
The parties agree that the terms of the
Documents are amended as described herein:
-
By executing this amendment and the FX Program
Selection Form attached hereto as Exhibit A (collectively, the “Opt-In Form”), the parties express their agreement
regarding the pricing and processing of FX Transactions executed pursuant to the terms of the Documents, as amended by this Opt-In
Form. For avoidance of doubt, this is an agreement concerning the pricing and processing of FX Transactions, and not an agreement
by either party hereto to enter into any particular FX Transaction. BNY Mellon is not in any way obligated to enter into any FX
Transaction with the Customer as a result of the Customer providing instructions to BNY Mellon under either the FX Benchmark Pricing
Program (the “Benchmark Program”) or the FX Standing Instructions Session Range Program Description (the “Session
Range Program”). BNY Mellon may refuse to accept or provide a price for the Actionable Trade Request for any reason, including
without limitation, because of market restrictions, legal, regulatory, credit or operational reasons.
-
BNY Mellon’s Asset Servicing Representative
dedicated to Federated will provide Federated with notice as soon as reasonably practicable: (i) of any refusal to accept or provide
a price for the Actionable Trade Request, and (ii) of any market, legal, regulatory, credit or operational restrictions that render
BNY Mellon incapable of accepting or providing a price for an Actionable Trade Request with respect to a particular currency. Such
notice will be provided by email alert to Federated at the email address(es) provided below or at such other e-mail address as
may be provided by Federated in writing hereafter.
-
Federated acknowledges that each Customer identified
in Exhibit B will engage in FX Transactions with BNY Mellon under the Benchmark Program for Developed Market Currencies, and under
the Session Range Program for all other currencies. Federated may amend the accounts listed on Exhibit B hereto at any time by
sending BNY Mellon an instruction in writing to either add account(s) or to remove account(s). The instruction shall identify the
name of the account(s), account number(s), legal name(s), and the instruction to add or remove such accounts from Exhibit B. An
instruction to add a new account will be thereby incorporated hereunder upon BNY Mellon’s written consent (or upon execution
of an FX Transaction with respect to such account, which shall be deemed BNY Mellon’s written consent). An instruction to
remove an account shall cause such account to be automatically terminated from the scope of the Documents upon receipt of such
instruction without requiring BNY Mellon’s consent, provided that such termination shall not affect any obligations of such
terminated account outstanding at the time of termination and including a reasonable time to act thereon.
-
As used in the Documents, each separate legal
entity is deemed to be a Customer. Unless checked below, Federated understands and acknowledges that Netting (as defined
in Annex A and described in Annex B and C of the applicable Document) will occur among accounts belonging to the same Customer.
In the case of multiple accounts, if Federated does not identify which accounts belong to the same Customer, netting will occur
at the account level.
We
are requiring you to apply Netting across different Customers. We have specified the exact legal names associated with each
account in Exhibit B and provided that we have elected to apply Netting across different Customers, the following Indemnity shall
apply:
Indemnity
The accounts listed in Exhibit
B do not belong to the same Customer, they belong to various Customers. In consideration of making Netting available across the
accounts of various Customers and enabling the FX trading activity of one Customer to benefit another Customer, we agree to indemnify
and hold BNY Mellon and any affiliate of BNY Mellon harmless from and against any claim, loss, liability, damage, cost or expense
of any nature whatsoever (including reasonable attorneys’ fees and expenses as they become due), arising out of or related
to any claim of breach of any Law in connection with the Netting across the accounts of various Customers. "Law"
means any law, rule or regulation, including without limitation the Investment Company Act of 1940, Employee Retirement Income
Securities Act of 1974, each as amended, or any successor federal statute.
-
Reporting for FX Transactions shall be in the
form attached, which may be modified from time to time. In the event that such modifications result in a material reduction in
the information contained in the form and thereafter Federated reasonably requests such information, then BNY Mellon will provide
such information as it relates to the Benchmark Program or the Session Range Program, so long as Federated’s request does
not include third party information, violate any policy of BNY Mellon, conflict with any other customer’s confidentiality,
and is information that BNY Mellon can produce (as reasonably determined by BNY Mellon).
-
The parties agree that, if executing an Actionable
Trade Request, prior to determining that it will not price such Actionable Trade Request in accordance with the terms of the Documents,
BNY Mellon must make a reasonable and good faith determination that an Extraordinary Event has occurred or is expected to occur.
-
Notwithstanding any provisions in the Documents
to the contrary, BNY Mellon may only charge an additional or separate fee for its services outside of such fees earned by BNY Mellon
in the form of Spreads or otherwise described in the Pricing sections of the Documents as part of either the Benchmark Program
or the Session Range Program with the prior written agreement of Federated.
-
The parties agree that in the event Federated
chooses to terminate the agreement on behalf of a Customer or to revoke advance instructions on behalf of a Customer in accordance
with Section 2.b of Annex D to each of the Documents, that such termination or revocation will be effective after the lapse of
a reasonable time for BNY Mellon to act on such termination or revocation and in any event will be effective no later than 10 business
days after receipt by BNY Mellon.
-
In no event will BNY Mellon be liable for any
indirect, special, incidental, consequential or punitive damages (including loss of profit, expense of use of other services, or
attorney's fees), arising out of or in connection with this agreement, regardless of whether such damages arise in tort, contract
or otherwise, even if BNY Mellon has been advised of the possibility of such damages. Notwithstanding the foregoing, the Documents
shall not be construed to exclude or limit the liability of BNY Mellon or any of its affiliates for losses incurred in connection
with any FX Transaction executed pursuant to the Documents attributable to: (i) fraud (ii) actions taken in bad faith; (iii) negligence
(which shall be determined in accordance with the reasonable commercial standards of the banking industry); or (iv) any other liability
that cannot be excluded or limited by Applicable Law. For purposes of the Documents and this Opt-in Form, “Applicable Law”
shall mean all applicable United States or foreign federal, state and local laws, rules, regulations, interpretations, orders,
judgments and decrees of any applicable regulatory authority or self-regulatory organization or of any national exchange, market
or clearinghouse where foreign exchange transactions are executed.
-
Either party may terminate this agreement upon
thirty (30) days’ (or in the case of a termination for cause, five (5) days’) prior written notice to the other party.
The termination shall not affect the rights, obligations and liabilities of any party hereto accrued as of the date of such termination.
Notices under these Documents may be sent by electronic mail or regular mail to the other party at the addresses set forth below:
BNY Mellon: Ed McGann
BNY Mellon Asset Servicing
101 Barclay St., 3
rd
Floor
New York, NY 10286
Tel 212-815-5493
Edward.mcgann@bnymellon.com
Federated: Lori
Hensler
Federated Investment
Management Company
1001 Liberty Avenue
Pittsburgh, PA
15222-3779
Tel 412-288-1277
lhensler@federatedinv.com
Tim Trebilcock
Federated Investment
Management Company
1001 Liberty Avenue
Pittsburgh, PA
15222-3779
Tel 412-288-2954
ttrebilcock@federatedinv.com
|
11.
|
This agreement will be governed by and construed in accordance with
the law of the State of New York (without reference to choice of law doctrine).
Each party
hereby waives the right to trial by jury in any action or proceeding instituted with respect to this agreement.
|
[Remainder of this page is intentionally
left blank.]
Accepted and Agreed:
|
|
|
Federated Investment Management Company
|
|
The Bank of New York Mellon
|
|
|
|
|
|
|
By:
/s/ John B. Fisher
|
|
By:
/s/ Edward G. McGann
|
Name: John B. Fisher
|
|
Name: Edward G. McGann
|
Title: President
|
|
Title: Managing Director
|
Date: April 26, 2018
|
|
Date: April 24, 2018
|
EXHIBIT A
FX Program Selection Form
Version Date: 17th July, 2014
1.
2.
* Max size is 35 alphanumeric characters
3.
* Please note that the Questionnaire contains dropdown
menus
4.
We hereby confirm, that the information provided
in this Questionnaire is correct, and that any future amendments must be notified to BNY Mellon in writing.
FX
Program Selection Form - For Asset Owner to complete
***** Please fully complete the Questionnaire, then
sign and return (including the original excel file) to
FXPricingProgramElections@bnymellon.com
*****
FX Program Selection Form - For Asset Owner to complete
|
We understand that The Bank of New York Mellon
(“BNY Mellon”) offers two standard pricing options for custody related Foreign Exchange (FX): (1) the Session Range
Program; and (2) the Defined Spread Program. There is an additional alternative pricing option called FX Benchmark Pricing which
applies to developed market currencies only as defined in its latest Program Description.
We understand that if we do not specifically
select the Defined Spread Program or the FX Benchmark Pricing option, or fail to execute an FX Program Election Form, any custody
related foreign exchange instructions we send will be priced either in accordance with another arrangement to which we and BNY
Mellon have agreed or if no such agreement has occured, such instructions will be priced in accordance with BNY Mellon's then-applicable
default program for handling such instructions. Currently, Session Range is the default program for handling such instructions.
If we have any questions concerning BNY Mellon’s
FX pricing options, we shall contact our Relationship Manager.
We are instructing BNY Mellon to price
FX transactions involving the currency pairs as specified below (please select one of the following): For FX transactions involving
two Developed Market currencies:
|
Developed Market currencies mean each of the following (ISO Codes): AUD, CAD, CHF, CZK, DKK, EUR, GBP, HKD, HUF, ILS, JPY, MXN, NOK, NZD, PLN, RON, SEK, SGD, TRY, USD , ZAR.
|
Please select the service offering to apply to custody related FX
|
FX Benchmark Pricing
|
https://workbench.bnymellon.com/reference/wb_reference.jsp#mfep
|
Fixing Time 4:00 PM EST (20L – London Close)
|
We, the undersigned Customer, have received
the latest version of the FX Benchmark Pricing Program Description available at the above web link. We are directly dealing with
you, BNY Mellon, on our own behalf and/or have appointed one or more investment advisers or investment managers (a “Manager”)
as our agents to deal with you, as we have notified you in writing from time to time. We on our own behalf agree that each Customer
identified as part of this set up form will engage in FX Transactions with you under the FX Benchmark Pricing Program (as described
in the Program Description), for those trade requests identified in the Program Description. We understand that in addition to
this form, we (if applicable) may have to sign other administrative forms to participate in the service.
|
For FX transactions involving one or more Emerging Market
currencies:
|
|
Emerging Market currencies mean any other currency that is not a Developed Market currency.
|
Please select the service offering to apply to custody related FX
|
Session Range (Default)
|
We, the undersigned Customer, have received
the latest version of the Session Range Program Description available at the above web link. We are directly dealing with you,
BNY Mellon, on our own behalf and/or have appointed one or more investment advisers or investment managers (a “Manager”)
as our agents to deal with you, as we have notified you in writing from time to time. We on our own behalf agree that each Customer
identified as part of this set up form will engage in FX Transactions with you under the Session Range Pricing Program (as described
in the Program Description), for those trade requests identified in the Program Description. We understand that in addition to
this form, we (if applicable) may have to sign other administrative forms to participate in the service.
|
Federated Investment Management Company
By: /s/ John B. Fisher
|
Please complete the Account List tab.
|
Title:
Date:
|
FX Program Election
FX
Program Selection Form - Account List - For Asset Owner to complete
We
understand
that BNY
Mellon
offers Price Netting (as defined
in
the relevant program description) to foreign exchange transactions ("FX Transactions") at the
legal
entity level (across accounts of the same
legal entity)
provided that we direct
BNY
Mellon
as to which accounts
belong
to
the respective
legal
entity (which can be provided
below).
Without such direction, Price Netting
will
default to the account
level.
Please select the netting option
to be applied to the FX Program group (Choose drop-down option)
|
Across Accounts of the Same Legal Entity
|
If we apply "Netting Across Accounts of Different
(but related) Legal Entities", then the following indemnity shall apply:
Indemnity
The accounts listed in the account list
do not belong to the same Customer, they belong to various Customers. In consideration of making Netting available across the accounts
of various Customers and enabling the FX trading activity of one Customer to benefit another Customer, we agree to indemnify and
hold BNY Mellon and any affiliate harmless from and against any claim, loss, liability, damage, cost or expense of any nature whatsoever
(including reasonable attorneys’ fees and expenses as they become due), arising out of or related to any claim of breach
of any Law in connection with the Netting across the accounts of various Customers. "Law" means any law, rule or regulation.
Account List
EXHIBIT B
List of Customers
Account Name
|
Account Number
|
Legal Entity Name
|
157877
|
FARF
|
FEDERATED ABSOLUTE RETURN FUND
|
557219
|
FEMDF
|
FEDERATED EMERGING MARKET DEBT FUND
|
385540
|
FGSVF
|
FEDERATED GLOBAL STRATEGIC VALUE DIVIDEND FUND
|
557217
|
FGTRB
|
FEDERATED GLOBAL TOTAL RETURN BOND FUND
|
557218
|
FIBSP
|
FEDERATED INTERNATIONAL BOND STRATEGY PORTFOLIO
|
557242
|
FIDSP
|
FEDERATED INTERNATIONAL DIVIDEND STRATEGY PORTFOLIO
|
557220
|
FILF
|
FEDERATED INTERNATIONAL LEADERS FUND
|
|
|
|
|
|
|
|
|
By:
/s/ John B. Fisher
|
|
Name: John B. Fisher
|
|
Title: President
|
|
Date: April 26, 2018
|
|
|
|
|
|
TWENTY-FOURTH
AMENDMENT TO
CUSTODY
AGREEMENT
THIS AMENDMENT TO
CUSTODY AGREEMENT (“
Amendment
”) is
by and between the registered investment
companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company
and each Series a “
Fund
” and collectively the “
Funds
”) and The Bank of New York Mellon (the
“
Custodian
”).
W I T N E S S E T H:
WHEREAS
, the Funds and the Custodian
are parties to that certain Custody Agreement (the “
Agreement
”) dated June 7, 2005, as amended, and between
the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS
,
each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS,
the Funds and the Custodian
desire to
remove
certain Funds from Schedules; and
NOW, THEREFORE
,
in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. The
Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign
Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within
the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings
Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit
B.
3. The
Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this
Amendment has been executed for and on behalf of the undersigned as of April 1, 2018.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By:
/s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By:
/s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the
Custody
Agreement;
Schedule I of the
Joint Trading
Account Agreement;
Schedule I of the
Foreign
Custody Manager Agreement
Revised April 1, 2018
A.
Non-Money
Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend
Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B.
Money
Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund
Fee Schedule
(Exhibit D to Amendment dated
November 8, 2007)
Revised April 1, 2018
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend
Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
TWENTY-FIFTH
AMENDMENT TO
CUSTODY
AGREEMENT
THIS AMENDMENT TO
CUSTODY AGREEMENT (“
Amendment
”) is
by and between the registered investment
companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company
and each Series a “
Fund
” and collectively the “
Funds
”) and The Bank of New York Mellon (the
“
Custodian
”).
W I T N E S S E T H:
WHEREAS
, the Funds and the Custodian
are parties to that certain Custody Agreement (the “
Agreement
”) dated June 7, 2005, as amended, and between
the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS
,
each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS,
the Funds and the Custodian
desire to
add
certain Funds and
remove
certain Funds to the Schedules; and
NOW, THEREFORE
,
in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. The
Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign
Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within
the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings
Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit
B.
3. The
Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this
Amendment has been executed for and on behalf of the undersigned as of September 1, 2018.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By
/s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By:
/s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the
Custody
Agreement;
Schedule I of the
Joint Trading
Account Agreement;
Schedule I of the
Foreign
Custody Manager Agreement
Revised September 1, 2018
A.
Non-Money
Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes SDG Engagement Equity Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend
Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B.
Money
Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund
Fee Schedule
(Exhibit D to Amendment dated
November 8, 2007)
Revised September 1, 2018
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes SDG Engagement Equity Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend
Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
Exhibit 28 (h) (8) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SECOND AMENDED AND RESTATED
AGREEMENT
for
ADMINISTRATIVE SERVICES
This Second Amended and Restated Agreement
for Administrative Services (the “
Agreement
”) is made, severally and not jointly, as of September 1, 2017, by
each of the registered investment companies listed on
Exhibit A
hereto, each having its principal office and place of business
at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086 (collectively, the “
Investment Company
”), and FEDERATED
ADMINISTRATIVE SERVICES, a Delaware statutory trust, having its principal office and place of business at Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779 (“
FAS
”). The Agreement amends and restates in its entirety that Amended
and Restated Agreement for Administrative Services by and between the Investment Company and FAS dated September 1, 2012, as amended,
(the “
Superseded Agreement
”).
WHEREAS
, each investment company
subject to this Agreement is registered as a management investment company under the Investment Company Act of 1940, as amended
(the “
1940 Act
”), with authorized and issued shares of capital stock or beneficial interest (“
Shares
”);
WHEREAS
, certain investment companies
subject to this Agreement are “series companies” as defined in Rule 18f-2 under the 1940 Act and, as used in this Agreement,
the term “
Fund
” refers to either (i) an individual portfolio of such a series company or (ii) an investment
company that is not organized as a series company, and the term “
Funds
” refers to all such portfolios and investment
companies, collectively;
WHEREAS
, Shares of each Fund may
be subdivided into classes (each a “
Class
”) as provided in Rule 18f-3 under the 1940 Act;
WHEREAS
, the Investment Company
wishes to appoint FAS as its administrator to provide it with Administrative Services (as herein defined) and FAS desires to accept
such appointment;
WHEREAS
, Investment Company and
FAS are parties to the Superseded Agreement with respect to the subject matter hereof; and
WHEREAS
, Investment Company and
FAS desire to amend the Superseded Agreement by amending and restating the same in its entirety on the terms set forth herein;
NOW THEREFORE
, in consideration
of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
Article 1. Appointment
.
The Investment Company hereby appoints FAS
as Administrator for the period on the terms and conditions set forth in this Agreement. FAS hereby accepts such appointment and
agrees to furnish the services set forth in Article 2 of this Agreement in return for the compensation set forth in Article 5 of
this Agreement.
Article 2. FAS Duties
.
As Administrator, and subject to the supervision and control
of the Investment Company’s Board of Trustees/Directors (the “
Board
”), FAS will provide facilities, equipment,
and personnel to perform or cause to be performed the following “
Administrative Services
” for operation of the
business and affairs of the Investment Company and each of its Funds and any additional Administrative Services that FAS shall
agree in writing to perform, or cause to be performed, for the Investment Company from time to time:
A. LEGAL AND COMPLIANCE ADMINISTRATIVE SERVICES
|
1.
|
Prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the charter
documents, the by-laws and minutes of meetings of the Board, Board Committees and Shareholders.
|
|
2.
|
Prepare and file with the Securities and Exchange Commission (the “
SEC
”) and the appropriate state securities
authorities: (i) the registration statements for the Investment Company and the Investment Company's Shares and all amendments
thereto, (ii) annual and semi-annual reports to shareholders and other applicable regulatory reports and communications,; (iii) proxy
materials; (iv) notices pursuant to Rule 24f-2; and (v) such other documents all as may be necessary to enable the Investment Company
to continuously offer its shares.
|
|
3.
|
Prepare and administer contracts on behalf of the Investment Company and supervise relationships with the Investment Company’s
other service providers, including , the Investment Company's investment advisers, sub-advisers, fund accountants, custodians,
transfer agents and distributors, subject to any terms and conditions established by the Board and the requirements of the 1940
Act, such supervision may include the engagement of outside consultants from time to time, at FAS’s expense, to review the
relationship contracts and recommend changes designed to reduce Fund expenses.
|
|
4.
|
Provide due diligence of the Investment Company’s other service providers, including , the Investment Company's investment
advisers, sub-advisers, fund accountants, custodians, transfer agents and distributors, to the extent not otherwise provided by
the Investment Company’s other service providers.
|
|
5.
|
Arrange for and attend shareholders’ meetings; prepare the Investment Company’s representatives
who will attend shareholder meetings and all necessary materials in connection with such meetings including, without limitation,
a written script for such meetings, minutes and any follow-up documents.
|
|
6.
|
Provide the Investment Company with legal guidance with respect to its regulated activities, including prospectus disclosures,
investment activities, affiliated transactions, investment in senior securities, sales, redemptions and exchanges, distribution
of income and capital gains, distribution of Shares, board composition, code of ethics, fidelity bond, custodial services and service
provider contracts and the general application of securities laws and regulations to the Investment Company’s business and
provide or arrange for all other legal services that constitute Administrative Service required by the Investment Company and not
otherwise provided for under this Agreement (it being understood that various legal services will be provided to the Investment
Company, the Board and the Independent Trustees at the expense of the Investment Company, as described herein).
|
|
7.
|
Supervise outside legal counsel retained at the expense of the Investment Company with respect to litigation brought by the
Investment Company and against the Investment Company and negotiate litigation settlements and pre-litigation settlements and work-out
arrangements.
|
|
8.
|
Obtain the required documentation to be filed in connection with any lawsuits against the Investment Company and provide information
and expertise on administrative matters affecting such litigation.
|
|
9.
|
Supervise outside legal counsel retained at the expense of the Investment Company with respect to, and review all contracts,
filings and required documentation concerning, the acquisition of other investment companies or the liquidation of the Fund; provide
guidance on the manner such transactions should be structured to comply with applicable law and obtain at the Investment Company’s
expense, legal opinions and regulatory authority rulings necessary for such transactions to comply with applicable law.
|
|
10.
|
Seek formal guidance from regulatory authorities concerning the application of various regulations to the Investment Company
and seek exemptive relief, where appropriate.
|
|
11
|
Subject to the Board’s direction, coordinate meetings of the Board (and its committees), including: (i) the creation
of notices, agendas, legal memoranda and administrative reports, and (ii) the review and compilation of other materials prepared
by the Investment Company’s adviser, distributor, portfolio accountant, custodian, transfer agent, auditor, independent counsel
or other service providers to support the Board’s discussions and actions taken.
|
|
12.
|
Negotiate and secure for the Investment Company and its directors and officers: (i) a fidelity bond in an amount that
is at least adequate to satisfy the requirements of the 1940 Act, (ii) directors and officer’s coverage and (iii) professional
liability or errors and omissions coverage, in each case, under terms that are acceptable to the Board.
|
|
13.
|
Monitor changes in applicable regulations and make corresponding changes in, or develop new, policies and procedures for the
Fund or for the applicable service provider.
|
|
14.
|
Prepare, review and negotiate standard forms of indentures, guarantees, agreements, certificates, confirmations and other documentation
relating to the legal terms of securities eligible for purchase by money market funds, provided that FAS shall not have any obligation
to: (i) provide any written legal opinions regarding such securities; or (ii) prepare, review or negotiate any document for which
a standard form has not been developed and accepted for use by the investment company industry.
|
|
15.
|
Perform the following “blue sky” services, either itself or through one or more affiliated or unaffiliated service
providers: (1) provide a system to monitor the total number of Shares of the Investment Company (and/or Class) sold in each State,
(2) monitor the total number of Shares of such Investment Company (and/or Class) sold in each State and, where appropriate, increase
the number of Shares registered in such State, (3) with respect to shareholders of the Investment Company whose shareholdings are
fully-disclosed on the transfer agent’s recordkeeping system, (a) identify those transactions and assets to be treated as
exempt from blue sky reporting for each State and (b) verify the classification of transactions for each State on the transfer
agent’s recordkeeping system, and (4) with respect to shareholders of the Investment Company whose shareholdings are not
fully-disclosed on the transfer agent’s recordkeeping system, rely upon information provided by the relevant financial intermediary
transacting for such holder of Shares in performing the obligations set forth in subsection (2) above.
|
|
16.
|
Provide compliance services, as directed by the Investment Company’s Chief Compliance Officer, which include monitoring
the Investment Company’s compliance with its policies and procedures, and with applicable federal, state and foreign securities
laws, and the rules and regulations thereunder, as applicable.
|
|
17.
|
Administer the Investment Company’s code of ethics.
|
|
18.
|
Monitor the Investment Company’s compliance with its investment policies, objectives and restrictions as set forth in
its currently effective registration statement.
|
|
19.
|
Implement and maintain, together with affiliated companies, a business continuation and disaster recovery program for the Investment
Company.
|
|
20.
|
Assist the Investment Company in regulatory examinations, inspections or investigations of the Investment Company.
|
|
21.
|
Provide the following administrative and compliance services with regard Commodity Futures Trading Commission (“
CFTC
”)
Rule 4.5 (as may be amended from time to time): (i) monitor the Investment Company’s compliance with the rule; (ii) with
respect to those Funds that are required under the rule to register as ‘commodity pools’ from time to time (the “
Registered
Funds
”) prepare, file and maintain the Registered Funds’ registrations with the CFTC or applicable self-regulatory
authority, as appropriate; (iii) with respect to those Funds that are subject to the rule but qualify for an exemption from registration
as ‘commodity pools’, prepare, file and monitor the companies’ exemptive filings with the CFTC or applicable
self-regulatory authority, as appropriate; (iv) in relation to the Registered Funds’ commodity pool status, prepare, file
and maintain the Registered Funds advisers’ registrations as ‘commodity pool operators’ (“
CPOs
”)
and prepare and file such reports as are required to be filed by the CPOs with the CFTC or applicable self-regulatory authority,
as appropriate; and (v) any additional administrative and compliance services with regard to the Investment Company’s and
CPOs’ CFTC Rule 4.5 activities, as directed by the Investment Company’s Chief Compliance Officer, from time to time
(collectively, “
CFTC Rule 4.5 Administrative Services
”).
|
|
B.
|
FINANCIAL ADMINISTRATIVE SERVICES
|
|
1.
|
Prepare and file the Investment Company’s tax returns.
|
|
2.
|
Evaluate and obtain custody services from a financial institution that meets the requirements of the 1940 Act.
|
|
3.
|
Compare, as applicable, the fund accountant’s calculation of the Investment Company’s net asset value, yield, dividends,
fund total return and performance and total assets with the fund accountant’s previous calculations and with changes in the
relevant securities market on a daily basis for reasonableness of changes.
|
|
4.
|
Review and compare, as applicable, the calculation of the Investment Company’s average maturity with the previous calculations
for reasonableness of changes.
|
|
5.
|
Evaluate and recommend the pricing services used by the Investment Company; participate in the fair valuation of portfolio
securities as required by the Investment Company’s fair valuation procedures; review and recommend changes to the Investment
Company’s fair valuation procedures.
|
|
6.
|
Compare the fund accountant’s calculations of the Investment Company’s undistributed net income balances with the
fund accountant’s previous calculations for reasonableness of changes.
|
|
7.
|
Perform daily reviews, as applicable, of the fund accountant’s shadow net asset value calculations with the previous
calculations for reasonableness of changes; notify designated parties, as necessary, of deviations in compliance with the Investment
Company’s Rule 2a-7 procedures, if any.
|
|
8.
|
Perform monthly comparison of the fund accountant’s performance calculations with previous calculations for reasonableness
of changes.
|
|
9.
|
Perform quarterly comparison of the fund accountant’s projected annual fund expenses with previous projections for reasonableness
of changes; prepare monthly budgets for specific expense categories to be used in monthly updates to the Investment Company’s
expense accruals and projections.
|
|
10.
|
Review fund expense reports prepared by the fund accountant; monitor compliance with the expense limits stated in the prospectus
fee tables, including disclosure regarding which expense categories should be accrued in addition to the expense limits.
|
|
11.
|
Coordinate and track the payment of all fund expenses by the Investment Company’s fund accountant.
|
|
12.
|
Compare the fund accountant’s calculation of dividend recommendations with previous recommendations for reasonableness
of changes; consult with portfolio managers concerning recommendations for fixed dividend resolution funds.
|
|
13.
|
Calculate and determine capital gain distributions, if any, for the Investment Company.
|
|
14.
|
Review the fund accountant’s calculations for shareholder tax reporting of AUM income percentages, state income percentages
and government income percentages.
|
|
15.
|
Monitor and confirm the Investment Company’s status as a regulated investment company under the current Internal Revenue
Code (“
IRC
”); monitor and confirm compliance with IRC section 817(h) diversification requirements, as applicable.
|
|
16.
|
Review and/or prepare, for shareholder tax reporting purposes, as applicable, (i) calculations for qualifying dividend income
(QDI), dividends received deduction (DRD), and interest-related and short-term capital gain dividends (QII), and (ii) IRC section
1250 gain amounts, as well as assessing compliance with various states’ threshold requirements for reporting certain tax
characteristics to shareholders in those states.
|
|
C.
|
OTHER ADMINISTRATIVE SERVICES
|
|
1.
|
Coordinate the layout, printing and electronic delivery of publicly disseminated prospectuses and shareholder reports, make
recommendations to improve their effectiveness or reduce expenses.
|
|
2.
|
Perform internal audit examinations in accordance with a charter adopted by the Investment Company.
|
|
3.
|
Monitor enterprise level risks associated with the services provided herein in accordance with a charter adopted by Investment
Company.
|
|
4.
|
Develop and recommend changes in the investment strategy and operation of the Investment Company that may be in the interest
of its Shareholders.
|
|
5.
|
Provide individuals reasonably acceptable to the Board for nomination, appointment, or election as the following officers of
the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as specified
in the Investment Company's charter documents and by-laws, subject to direction by the Investment Company’s Board: (i) the
president and principal executive officer, (ii) the treasurer and principal financial and accounting officer; (iii) the
secretary, and (iv) such other officers as are mutually agreeable.
|
|
6.
|
Monitor trading activity to help identify market timers and recommend policies to deter market timing.
|
|
7.
|
Review potential intermediary clients and existing intermediary clients as appropriate to determine/monitor the client’s
ability to adhere to the terms of any servicing agreement between the client and Investment Company.
|
|
8.
|
Review and recommend changes to the transfer agent’s policies and procedures to mitigate fraud, enhance shareholder services
or reduce expenses.
|
|
9.
|
Review and recommend changes to policies and procedures and operating processes designed to reduce Fund expenses.
|
|
10.
|
Respond to all inquiries or other communications from shareholders and other parties, not otherwise provided by the Investment
Company’s other service providers; if the inquiry is more properly responded to by another of the Investment Company’s
service providers, referring the individual making the inquiry to the appropriate person.
|
|
11.
|
Perform the following services, either itself or through its affiliate, Federated Shareholder
Services company; (i) select and perform due diligence regarding proposed new owners of omnibus accounts as proposed recordkeeping
agents for the Investment Company, (ii) enter into agreements as agent for the Investment Company, or any of them, substantially
in the form most recently approved by the Investment Company’s board, with the registered owners of omnibus accounts for
the provision of services necessary for the recordkeeping or sub-accounting of share positions held in underlying sub-accounts
(“
Recordkeeping Agreements
”), together with such changes thereto as may be agreed to by Company so long as such
changes do not (a) increase the fees payable by the Investment Company under the Recordkeeping Agreements, (b) alter the indemnity
obligations of the Investment Company owing to or from the Investment Company thereunder or (c) otherwise materially alter the
obligations of the Investment Company under the Recordkeeping Agreements, (iii) agree, on behalf of the Investment Company, to
make payments for services rendered under Recordkeeping Agreements out of the assets of the Investment Company in amounts not to
exceed the amounts determined from time to time by the Board of the Investment Company, and (iv) give instructions to the transfer
agent of the Investment Company (the “
Transfer Agent
”), for and on behalf of the Investment Company as “
Proper
Instructions
” of the Investment Company under and pursuant to the agreement for transfer agency services with the Transfer
Agent, to perform the services of Company and/or the Investment Company under each such Recordkeeping Agreement, excepting only
the indemnity obligations owning from the Investment Company or Company thereunder.
|
D. SUBCONTRACTORS
|
1.
|
FAS may without further consent on the part of the Investment Company at FAS’s own expense, subcontract for the performance
of Administrative Services with a sub-contractor selected by FAS. FAS shall be as fully responsible to the Investment Company for
the acts and omissions of any subcontractor as it is for its own acts and omissions.
|
|
2.
|
FAS shall upon instruction from the Investment Company subcontract for the performance of services under this Agreement with
an agent selected by the Investment Company, other than as described in D.1. above, provided, however, that FAS shall in no way
be responsible to the Investment Company for the acts and omissions of the agent and the expenses of such agent shall be the responsibility
of FAS or the Investment Company, as the parties may agree from time to time.
|
Article 3. Records
.
FAS shall create and maintain all necessary
books and records in accordance with all applicable laws, rules and regulations, including but not limited to records required
by Section 31(a) of the 1940 Act, pertaining to the Administrative Services performed by it and not otherwise created and maintained
by another party pursuant to contract with the Investment Company. Where applicable, such records shall be maintained by FAS for
the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining to the Investment Company
which are in the possession of FAS shall be the property of the Investment Company. The Investment Company, or the Investment Company's
authorized representatives, shall have access to such books and records at all times during FAS's normal business hours. Upon the
reasonable request of the Investment Company, copies of any such books and records shall be provided promptly by FAS to the Investment
Company or the Investment Company's authorized representatives.
Article 4. Expenses.
|
A.
|
FAS shall be responsible for all expenses (i) expressly assumed by FAS under this Agreement; (ii) incurred in the ordinary
course of providing (or causing to be provided) the Administrative Services, including CFTC Rule 4.5 Administrative Services, to
the Investment Company and the equipment, office space, and facilities necessary to perform its obligations under this Agreement;
and (iii) incurred in maintaining its staff and personnel, including the compensation of FAS employees who serve as trustees or
directors or officers of the Investment Company
|
|
B.
|
Each Fund shall be solely responsible for (i) all expenses expressly assumed by the Funds under this Agreement; (ii) all other
fees and expenses incurred in the operation of the Funds, including:
|
(a) investment advisory fees and
expenses associated with the investment management of the Fund’s portfolios;
(b) shareholder servicing, recordkeeping
and distribution and marketing expenses of the Funds;
(c) expenses for transfer agent(s),
registrar(s) and dividend disbursing agent(s);
(d) expenses for custodian(s) and
related custodial services;
(e) costs of Fund accounting services
provided by third parties to the Funds;
(f) costs of services provided by
independent auditors;
(g) costs and services of outside
legal and tax counsel (other than counsel sub-contracted with by FAS to perform services under this Agreement) and counsel to the
Funds and the Independent Trustees;
(h) ratings
agency fees;
(i) costs
related to short selling (e.g., prime brokerage fees);
(j) postage and courier expenses;
(k) printing expenses;
(l) expenses for XRBL tagging and
regulatory document production (e.g., ArcPro) provided by third parties;
(m) travel and lodging expenses;
(n) Fund registration fees, listing
fees and filing fees and other Fund organizational expenses;
(o) taxes;
(p) insurance premiums;
(q) costs, including interest expenses,
commitment fees, facilities fees and unused line fees of any borrowings made by the Funds;
(r) fees payable to persons who are
not FAS employees and not FAS subcontractors;
(s) Fund-allocation of trade association
dues;
(t) expenses of obtaining quotations
and other pricing information for calculating the value of the Fund’s net assets, including the Fund-allocation of costs
of independent pricing services;
(u) expenses related to the Fund’s
Directors and Fund Board meetings, including Director’s fees and costs of electronic board books;
(v) fees charged by third party custodians
for calculating Form N-PORT and Form N-CEN information requirements;
(w) expenses incurred in connection
with bankruptcies, workouts and restructures, proceedings and other claims against the Funds;
(x) costs of third-party legal, tax,
accounting or other expert advice incurred in connection with any litigation, threatened litigation or other regulatory proceeding,
by or against the Funds, including third-party record-retention costs related to litigation holds; and
(iii) any other expenses approved
from time to time by the Fund’s Board as properly payable by the Funds (any such expenses under (i), (ii) and (iii) above
reasonably incurred by FAS on the Fund’s behalf “
Out of Pocket Expenses
”) provided that, any Out of Pocket
Expenses incurred by FAS that are payable to or by an affiliate of FAS will not be duplicative of services to be provided by those
affiliates under any other agreement with the Funds.
Article 5. Compensation.
|
A.
|
In addition to Out of Pocket Expenses, for the Administrative Services provided hereunder, excluding CFTC Rule 4.5 Administrative
Services, the Investment Company hereby agrees to pay and FAS hereby agrees to accept as full compensation for such services a
pro rata “
Administrative Services Fee
” at the annual rates set forth below on the average daily net assets of
each Fund listed on Exhibit A to this Agreement; provided however, that no Administrative Services Fee will be charged for those
Funds also listed on Exhibit B to this Agreement.
|
Administrative Services Fee Rate
|
Average Daily Net Assets
of the Investment Complex
|
0.100%
|
up to$50 billion
|
0.075%
|
on assets over $50 billion
|
For purposes of calculating the applicable breakpoint
under this Agreement, “Investment Complex” is defined as those Funds listed on Exhibit A to this Agreement but not
also listed on Exhibit B.
|
B.
|
For the CFTC Rule 4.5 Administrative Services provided hereunder, each Registered Fund agrees
to pay, and FAS hereby agrees to accept as full compensation for such services, an annual “
Administrative Service Charge
”
of $125,000 per Registered Fund.
|
|
C.
|
The Administrative Services Fee, Administrative Services Charge and Out of Pocket Expenses attributable
to each Fund shall be accrued by such Fund and paid to FAS no less frequently than monthly, and shall be paid daily upon request
of FAS. For the payment period in which this Agreement becomes effective or terminates with respect to any Fund, there shall be
an appropriate proration of Administrative Service Fee and Administrative Service Charge payments, on the basis of the number of
days that this Agreement is in effect during the month. FAS will maintain detailed information about the Administrative Services
Fee, Administrative Service Charge and Out of Pocket Expenses paid by each Fund.
|
Article 6. Standard of Care and Indemnification.
|
A.
|
FAS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection
with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. Any person, even
though also an officer, director, trustee, partner, employee or agent of FAS, who may be or become an officer, director, trustee,
partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting
on any business of the Investment Company (other than services or business in connection with the duties of FAS hereunder) to be
rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee
or agent or one under the control or direction of FAS, even though paid by FAS.
|
|
B.
|
FAS shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in
performing the Administrative Services in accordance with the above standards.
|
|
C.
|
FAS shall not be responsible for and the Investment Company or Fund shall indemnify and hold FAS, including its officers, directors,
shareholders and their agents, employees and affiliates, harmless against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liabilities arising out of or attributable to:
|
|
1.
|
The acts or omissions of any custodian, adviser, sub-adviser, fund accountant, distributor, transfer agent or other party contracted
by or approved by the Investment Company or Fund.
|
|
2.
|
The reliance on or use by FAS or its agents or subcontractors of information, records and documents in proper form which:
|
(a) are
received by FAS or its agents or subcontractors from any adviser, sub-adviser, fund accountant, distributor, transfer agent or
other third party contracted by or approved by the Investment Company or Fund for use in the performance of services under this
Agreement; or
(b) have
been prepared and/or maintained by the Investment Company or its affiliates or any other person or firm on behalf of the Investment
Company.
|
3.
|
The reliance on, or the carrying out by FAS or its agents or subcontractors of a Proper Instruction of the Investment Company
or the Fund.
|
“Proper Instruction”
means a writing signed or initialed by one or more person or persons as the Board shall have from time to time authorized. Each
such writing shall set forth the specific transaction or type of transaction involved. Oral instructions will be deemed to be Proper
Instructions if (a) FAS reasonably believes them to have been given by a person previously authorized in Proper Instructions to
give such instructions with respect to the transaction involved, and (b) the Investment Company, or the Fund, and FAS promptly
cause such oral instructions to be confirmed in writing. Proper Instructions may include communications effected directly between
electro-mechanical or electronic devices provided that the Investment Company, or the Fund, and FAS are satisfied that such procedures
afford adequate safeguards for the Fund's assets. Proper Instructions may only be amended in writing.
|
4.
|
The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities
laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination
or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state.
|
|
5.
|
Any untrue statement or alleged untrue statement of a material fact contained in the Investment Company’s registration
statement, any prospectus or statement of additional information (“
SAI
”) (as from time to time amended or supplemented)
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements
therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information
furnished to the Investment Company about FAS by or on behalf of FAS expressly for the use in the registration statement, any prospectus
or SAI, or any amendment or supplement thereof.
|
Provided, however, that FAS shall not be protected by
this Article 6.C. from liability for any act or omission resulting from FAS's willful misfeasance, bad faith, gross negligence
in the performance of or reckless disregard of its duties under this Agreement.
|
D.
|
At any time FAS may apply to any officer of the Investment Company or Fund for instructions, and may consult with legal counsel
or the Investment Company’s independent accountants with respect to any matter arising in connection with the services to
be performed by FAS under this Agreement, and FAS and its agents or subcontractors shall not be liable and shall be indemnified
by the Investment Company or the appropriate Fund for any action reasonably taken or omitted by it in reliance upon such instructions
or upon the opinion of such counsel or independent accountant provided such action is not in violation of applicable federal or
state laws or regulations.
|
|
E.
|
The Investment Company or Fund shall not be responsible for and FAS shall indemnify and hold the Investment Company or Fund
harmless against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or
attributable to FAS’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or
reckless disregard by it of its duties under this Agreement.
|
|
F.
|
In order that the indemnification provisions contained in this Article 6 shall apply, upon the assertion of a claim for which
any party may be required to indemnify another, the party seeking indemnification (the “
Claimant
”), shall promptly
notify the indemnifying party (the “
Indemnifier
”) of such assertion. It is further understood that each party
will use all reasonable care to identify and notify the Indemnifier promptly concerning any situation that presents or appears
likely to present the probability of such a claim for indemnification against the Indemnifier, provided that the failure to give
notice as required by this paragraph 6.F. in a timely fashion shall not result in a waiver of any right to indemnification hereunder
unless the Indemnifier is prejudiced thereby and then only to the extent of such prejudice. The Claimant shall permit the Indemnifier
to assume the defense of any such claim or any litigation resulting from it, provided that Indemnifier’s counsel that is
conducting the defense of such claim or litigation shall be approved by the Claimant (which approval shall not be unreasonably
withheld), and that the Claimant may participate in such defense at its expense.
|
The Indemnifier, in the defense of
any such claim or litigation, shall not, without the consent of the Claimant, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term the giving by the alleging party or plaintiff to the Claimant of a release
from all liability in respect to such claim or litigation.
Article 7. Assignment.
|
A.
|
This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and
assigns.
|
|
B
.
|
FAS may, without further consent on the part of the Investment Company, assign its rights and
obligations under this Agreement to any entity ultimately controlled by Federated Investors, Inc.
|
|
C
|
Except as provided in Paragraph 7.B., FAS may not assign its rights and obligations under this Agreement, whether directly
or by operation of law, without the prior written consent of the Investment Company, which consent may not be unreasonably withheld.
|
Article 8. Representations
and Warranties.
FAS represents
and warrants to the Investment Company that:
|
1.
|
It is a statutory trust duly organized and existing and in good standing under the laws of the
state of Delaware;
|
|
2.
|
It is duly qualified to carry on its business in each jurisdiction where the nature of its business requires such qualification,
and in the state of Delaware;
|
|
3.
|
It is empowered under applicable laws and by its Declaration of Trust and by-laws to enter into
and perform this Agreement; and
|
|
4.
|
All requisite corporate proceedings have been taken to authorize it to enter into and perform its
obligations under this Agreement.
|
Article 9. Term and Termination
of Agreement.
|
A.
|
This Agreement shall be effective from the date set forth above and shall continue indefinitely with respect to each Investment
Company and Fund until terminated as follows:
|
|
1.
|
the Agreement may be terminated by FAS at any time, without payment of any penalty, upon eighteen (18) months’ written
notice to the Investment Company;
|
|
2.
|
the Agreement may be terminated by the Investment Company at any time, without payment of any penalty, upon eighteen (18) months’
written notice to FAS; however, in the event, of willful misfeasance, bad faith, gross negligence or reckless disregard of its
duties by FAS, the Investment Company may terminate the Agreement upon 60 days’ written notice to FAS, provided that FAS
has not cured such willful misfeasance, bad faith, gross negligence or reckless disregard of its duties within the 60 day period
of such notice of termination.
|
|
B.
|
The termination of this Agreement with respect to one Investment Company or Fund shall not result in the termination of this
Agreement with respect to any other Investment Company or Fund. Investment Companies that merge or dissolve during the term of
the Agreement, shall, upon payment of all outstanding fees and Out of Pocket Expenses, cease to be a party on the effective date
of such merger or dissolution.
|
|
C.
|
Articles 6 and 19, 20, 21 and 22 shall survive the termination of this Agreement.
|
Article 10. Amendment.
This Agreement may be amended or modified
only by a written agreement executed by both parties.
Article 11. Interpretive and Additional Provisions.
In connection with the operation of this
Agreement, FAS and the Investment Company may from time to time agree on such provisions interpretive of or in addition to the
provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive
or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive
or additional provisions shall contravene any applicable federal or state regulations or any provision of any charter document.
Article 12. Governing Law.
This Agreement shall be construed and the
provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to
any conflicts or choice of laws rule or provision that would result in the application of the domestic substantive laws of any
other jurisdiction.
Article 13. Notices.
Except as otherwise specifically provided
herein, notices and other writings delivered or mailed postage prepaid to the Investment Company at 4000 Ericsson Drive, Warrendale,
Pennsylvania 15086, or to FAS at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to such other address as the
Investment Company or FAS may hereafter specify, shall be deemed to have been properly delivered or given hereunder to the respective
address.
Article 14. Counterparts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
Article 15. Merger of Agreement.
This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with respect to the subject hereof whether oral or written.
Article 16. Successor Administrator.
If a successor Administrator for the Investment
Company shall be appointed by the Investment Company, FAS shall upon termination of this Agreement deliver to such successor Administrator
at the office of FAS all properties of the Investment Company held by it hereunder. If no such successor Administrator shall be
appointed, FAS shall at its office upon receipt of Proper Instructions deliver such properties in accordance with such instructions.
Each Fund will bear all out-of-pocket expenses
arising from the transition of Administrative Services to a successor Administrator, including without limitation the expenses
of moving or transmitting materials to the successor Administrator.
Article 17. Force Majeure.
If either party is unable to carry out any of its obligations
under this Agreement because of conditions beyond its reasonable control, including, but not limited to, acts of war or terrorism,
work stoppages, fire, civil disobedience, delays associated with hardware malfunction or availability, riots, rebellions, storms,
electrical failures, acts of God, and similar occurrences (“
Force Majeure
”), this Agreement will remain in effect
and the non-performing party’s obligations shall be suspended without liability for a period equal to the period of the continuing
Force Majeure (which such period shall not exceed fifteen (15) business days), provided that:
|
1.
|
the non-performing party gives the other party prompt notice describing
the Force Majeure, including the nature of the occurrence and its expected duration and, where reasonably practicable, continues
to furnish regular reports with respect thereto during the period of Force Majeure;
|
|
2.
|
the suspension of obligations is of no greater scope and of no longer
duration than is required by the Force Majeure;
|
|
3.
|
no obligations of either party that accrued before the Force Majeure
are excused as a result of the Force Majeure; and
|
|
4.
|
the non-performing Party uses reasonable efforts to remedy its inability
to perform as quickly as possible.
|
Article 18. Severability.
In the event any provision of this Agreement
is held illegal, void or unenforceable, the balance shall remain in effect.
Article 19. Limitations of Liability of the Board and
Shareholders of the Investment Company.
The execution and delivery of this Agreement
have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting
as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been
made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are
not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or
Class, as provided in the Declaration of Trust.
Article 20. Limitations of Liability of Trustees and
Shareholders of the Company.
The execution and delivery of this Agreement
have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization
by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually
or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees
or Shareholders of FAS, but bind only the property of FAS, as provided in FAS’s Declaration of Trust.
Article 21. Confidential Information.
A.
Definition.
Each party shall safeguard and hold confidential from disclosure to unauthorized
parties all Confidential Information of the other party. For purposes of this Article, “
Confidential Information
”
shall mean any and all non-public information which is in any way connected with, derived from or related to the business of the
other party which is either designated as confidential or which, by its nature or under the circumstances surrounding its disclosure,
reasonably ought to be treated as confidential, and any notes, memoranda, analyses compilations, studies and other documents, whether
prepared by the party or others, to the extent they contain or otherwise reflect such information.
B.
Exceptions.
Confidential Information shall not include information to the extent such
information (i) is already known to the receiving party free of any restriction at the time obtained, including information in
the public domain; (ii) is subsequently learned from an independent third party free of restriction; (iii) becomes publicly known
through no breach of this Article; or (iv) is independently developed by one party without reference to information which is confidential.
C.
Security.
Each party shall take reasonable security precautions, at least as great
as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information.
D.
Use of Information.
Confidential Information may be disclosed, reproduced, used, summarized or distributed only as necessary in the ordinary course
of business to provide the services identified in the Agreement, and only as otherwise provided hereunder or as specifically required
or permitted by applicable law.
Article 22. Privacy.
|
A.
|
The Investment Company may disclose shareholder/customer non-public information (“
NPI
”) to FAS as agent
of the Investment Company and solely in furtherance of fulfilling FAS’s contractual obligations under this Agreement in the
ordinary course of business to support the Investment Company and its shareholders.
|
|
B.
|
FAS hereby agrees to be bound to use and redisclose such NPI (i) for the limited purpose of fulfilling its duties and obligations
under this Agreement; (ii) as permitted under Regulation S-P; and (iii) as required by any applicable federal or state law or regulation
or request of or by any governmental or regulatory authority or self-regulatory organization having jurisdiction over FAS or the
Investment Company.
|
|
C.
|
FAS represents and warrants that it has implemented, and will continue to carry out for the term of this Agreement, policies
and procedures in compliance with all applicable laws and regulations regarding the privacy of shareholder information which are
reasonably designed to:
|
|
1.
|
insure the security and confidentiality of records and NPI of Investment Company shareholders/customers,
including but not limited to encrypting such information as required by applicable federal and state laws or regulations;
|
|
2.
|
protect against any anticipated threats or hazards to the security or integrity of Investment
Company customer records and NPI; and
|
|
3.
|
protect against unauthorized access to or use of such Investment Company customer records or
NPI that could result in substantial harm or inconvenience to any Investment Company customer.
|
Article 23. Further Assurance
.
Each party agrees to promptly
sign all documents and take any additional actions reasonably requested by the other to accomplish the purposes of this Agreement.
IN WITNESS WHEREOF
, the parties hereto
have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized
officers, as of the day and year first above written.
INVESTMENT COMPANIES
|
(listed on Exhibit A hereto)
|
|
By:
/s/ J. Christopher Donahue
|
Name: J. Christopher Donahue
|
Title: President
|
|
FEDERATED ADMINISTRATIVE SERVICES
|
|
By:
/s/ Peter J. Germain
|
Name: Peter J. Germain
|
Title: President
|
Second Amended and Restated Agreement for
Administrative Services
EXHIBIT A
This contract is for Federated Funds only.
(Revised as of October 1, 2018)
CONTRACT
DATE
|
INVESTMENT COMPANY
|
11/1/03
|
Federated Adjustable Rate Securities Fund
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
|
|
|
|
6/1/17
|
Federated Adviser Series
|
|
9/1/18
|
|
Federated Hermes SDG Engagement Equity Fund
|
|
9/1/18
|
|
|
Class A Shares
|
9/1/18
|
|
|
Class C Shares
|
9/1/18
|
|
|
Class R6 Shares
|
9/1/18
|
|
|
Institutional Shares
|
|
|
|
|
6/1/17
|
|
Federated MDT Large Cap Value Fund
|
|
6/1/17
|
|
|
Class A Shares
|
6/1/17
|
|
|
Class B Shares
|
6/1/17
|
|
|
Class C Shares
|
6/1/17
|
|
|
Class R Shares
|
6/1/17
|
|
|
Class R6 Shares
|
6/1/17
|
|
|
Class T Shares
|
6/1/17
|
|
|
Institutional Shares
|
6/1/17
|
|
|
Service Shares
|
11/1/03
|
Federated Core Trust
|
03/1/16
|
|
Emerging Markets Core Fund
|
|
9/1/10
|
|
Federated Bank Loan Core Fund
|
|
11/1/03
|
|
Federated Mortgage Core Portfolio
|
|
11/1/03
|
|
High-Yield Bond Portfolio
|
|
3/1/08
|
Federated Core Trust III
|
|
|
Federated Project and Trade Finance Core Fund
|
|
11/1/03
|
Federated Equity Funds
|
11/1/03
|
|
Federated Absolute Return Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
6/1/07
|
|
|
Institutional Shares
|
3/1/17
|
|
|
Class T Shares
|
12/1/08
|
|
Federated Clover Small Value Fund
|
|
12/1/08
|
|
|
Class A Shares
|
12/1/08
|
|
|
Class C Shares
|
12/1/08
|
|
|
Institutional Shares
|
12/29/10
|
|
|
Class R Shares
|
03/01/16
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
12/1/16
|
|
Federated Global Strategic Value Dividend Fund
|
|
12/1/16
|
|
|
Class A Shares
|
12/1/16
|
|
|
Class C Shares
|
12/1/16
|
|
|
Class R6 Shares
|
12/1/16
|
|
|
Institutional Shares
|
3/1/08
|
|
Federated International Strategic Value Dividend Fund
|
|
3/1/08
|
|
|
Class A Shares
|
3/1/08
|
|
|
Class C Shares
|
9/1/16
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
9/1/16
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated Kaufmann Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
11/1/03
|
|
|
Class R Shares
|
3/1/17
|
|
|
Class T Shares
|
9/1/16
|
|
|
Institutional Shares
|
9/17/07
|
|
Federated Kaufmann Large Cap Fund
|
|
9/17/07
|
|
|
Class A Shares
|
9/17/07
|
|
|
Class C Shares
|
9/17/07
|
|
|
Class R Shares
|
12/30/13
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
9/17/07
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated Kaufmann Small Cap Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
9/1/05
|
|
|
Class R Shares
|
9/1/17
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
9/1/15
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated MDT Mid Cap Growth Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class C Shares
|
9/1/06
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
12/1/09
|
|
|
Institutional Shares
|
9/1/08
|
|
Federated Prudent Bear Fund
|
|
9/1/08
|
|
|
Class A Shares
|
9/1/08
|
|
|
Class C Shares
|
3/1/17
|
|
|
Class T Shares
|
9/1/08
|
|
|
Institutional Shares
|
12/1/04
|
|
Federated Strategic Value Dividend Fund
|
|
12/1/04
|
|
|
Class A Shares
|
12/1/04
|
|
|
Class C Shares
|
3/1/05
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
6/1/16
|
|
|
Institutional Shares
|
11/1/03
|
Federated Equity Income Fund, Inc.
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
11/1/03
|
|
|
Class F Shares
|
1/25/13
|
|
|
Class R Shares
|
3/1/17
|
|
|
Class T Shares
|
3/1/12
|
|
|
Institutional Shares
|
11/1/03
|
Federated Fixed Income Securities, Inc.
|
11/1/03
|
|
Federated Strategic Income Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
11/1/03
|
|
|
Class F Shares
|
1/27/17
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
9/1/07
|
|
|
Institutional Shares
|
|
|
|
|
11/1/03
|
|
Federated Municipal Ultrashort Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Institutional Shares
|
6/1/08
|
Federated Global Allocation Fund
|
6/1/08
|
|
|
Class A Shares
|
6/1/08
|
|
|
Class B Shares
|
6/1/08
|
|
|
Class C Shares
|
6/1/08
|
|
|
Class R Shares
|
3/1/16
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
3/1/09
|
|
|
Institutional Shares
|
11/1/03
|
Federated Government Income Securities, Inc.
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class C Shares
|
11/1/03
|
|
|
Class F Shares
|
3/1/17
|
|
|
Class T Shares
|
11/1/03
|
Federated Government Income Trust
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
Federated High Income Bond Fund, Inc.
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
1/27/17
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
1/27/17
|
|
|
Institutional Shares
|
|
|
11/1/03
|
Federated High Yield Trust
|
3/1/14
|
|
Federated High Yield Trust
|
Class A Shares
|
3/1/14
|
|
|
Class C Shares
|
4/30/10
|
|
|
Service Shares
|
6/1/13
|
|
|
Institutional Shares
|
9/1/16
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
12/1/2015
|
|
Federated Equity Advantage Fund
|
Class A Shares
|
12/1/2015
|
|
|
Institutional Shares
|
11/1/03
|
Federated Income Securities Trust
|
11/1/03
|
|
Federated Capital Income Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
11/1/03
|
|
|
Class F Shares
|
6/1/13
|
|
|
Class R Shares
|
3/1/17
|
|
|
Class T Shares
|
3/1/12
|
|
|
Institutional Shares
|
9/1/10
|
|
Federated Floating Rate Strategic Income Fund
|
|
9/1/10
|
|
|
Class A Shares
|
9/1/10
|
|
|
Class C Shares
|
9/1/10
|
|
|
Institutional Shares
|
9/1/16
|
|
|
Class R6 Shares
|
11/1/03
|
|
Federated Fund for U.S. Government Securities
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
3/1/17
|
|
|
Class T Shares
|
11/1/03
|
|
Federated Intermediate Corporate Bond Fund
|
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
Federated Muni and Stock Advantage Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
5/29/07
|
|
|
Class F Shares
|
3/1/17
|
|
|
Class T Shares
|
12/1/10
|
|
|
Institutional Shares
|
12/1/05
|
|
Federated Real Return Bond Fund
|
|
12/1/05
|
|
|
Class A Shares
|
12/1/05
|
|
|
Class C Shares
|
12/1/05
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated Short-Term Income Fund
|
|
12/1/03
|
|
|
Class A Shares
|
12/1/03
|
|
|
Class Y Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
9/1/16
|
|
|
Class R6 Shares
|
11/1/03
|
Federated Institutional Trust
|
11/1/03
|
|
Federated Government Ultrashort Duration Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
3/1/16
|
|
|
Class R6 Shares
|
11/1/03
|
|
Federated Institutional High Yield Bond Fund
|
|
12/1/07
|
|
|
Institutional Shares
|
03/1/16
|
|
|
R6 Shares
|
6/1/05
|
|
Federated Short-Intermediate Total Return Bond Fund
|
|
1/31/14
|
|
|
Class A Shares
|
9/1/16
|
|
|
Class R6 Shares
|
6/1/05
|
|
|
Institutional Shares
|
6/1/05
|
|
|
Service Shares
|
11/1/03
|
Federated Insurance Series
|
11/1/03
|
|
Federated Fund for U.S. Government Securities II
|
|
11/1/03
|
|
Federated High Income Bond Fund II
|
|
11/1/03
|
|
|
Primary Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
Federated Kaufmann Fund II
|
|
11/1/03
|
|
|
Primary Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
Federated Managed Volatility Fund II
|
|
6/1/18
|
|
|
Primary Shares
|
6/1/18
|
|
|
Service Shares
|
11/1/03
|
|
Federated Government Money Fund II
|
|
9/1/15
|
|
|
Primary Shares
|
9/1/15
|
|
|
Service Shares
|
11/1/03
|
|
Federated Quality Bond Fund II
|
|
11/1/03
|
|
|
Primary Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
Federated International Series, Inc.
|
11/1/03
|
|
Federated Global Total Return Bond Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class C Shares
|
9/1/16
|
|
|
Institutional Shares
|
11/1/03
|
Federated Investment Series Funds, Inc.
|
11/1/03
|
|
Federated Bond Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
11/1/03
9/1/16
|
|
|
Class F Shares
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
9/1/07
|
|
|
Institutional Shares
|
12/1/05
|
Federated Managed Pool Series
|
12/1/05
|
|
Federated Corporate Bond Strategy Portfolio
|
|
12/1/05
|
|
Federated High-Yield Strategy Portfolio
|
|
12/1/05
|
|
Federated International Bond Strategy Portfolio
|
|
12/1/14
|
|
Federated International Dividend Strategy Portfolio
|
|
12/1/05
|
|
Federated Mortgage Strategy Portfolio
|
|
|
|
|
7/31/06
|
Federated MDT Series
|
7/31/06
|
|
Federated MDT All Cap Core Fund
|
|
7/31/06
|
|
|
Class A Shares
|
7/31/06
|
|
|
Class C Shares
|
9/1/16
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
7/31/06
|
|
|
Institutional Shares
|
7/31/06
|
|
Federated MDT Balanced Fund
|
|
7/31/06
|
|
|
Class A Shares
|
7/31/06
|
|
|
Class C Shares
|
9/1/16
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
7/31/06
|
|
|
Institutional Shares
|
7/31/06
|
|
Federated MDT Large Cap Growth Fund
|
|
7/31/06
|
|
|
Class A Shares
|
3/1/07
|
|
|
Class B Shares
|
7/31/06
|
|
|
Class C Shares
|
3/1/17
|
|
|
Class T Shares
|
7/31/06
|
|
|
Institutional Shares
|
7/31/06
|
|
Federated MDT Small Cap Core Fund
|
|
7/31/06
|
|
|
Class A Shares
|
7/31/06
|
|
|
Class C Shares
|
7/31/06
|
|
|
Institutional Shares
|
3/1/16
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
7/31/06
|
|
Federated MDT Small Cap Growth Fund
|
|
7/31/06
|
|
|
Class A Shares
|
7/31/06
|
|
|
Class C Shares
|
7/31/06
|
|
|
Institutional Shares
|
3/1/16
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
|
|
11/1/03
|
Federated Municipal Bond Fund, Inc.
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
5/29/07
|
|
|
Class F Shares
|
3/1/17
|
|
|
Class T Shares
|
6/1/17
|
|
|
Institutional Shares
|
11/1/03
|
Federated Municipal Securities Income Trust
|
11/1/03
|
|
Federated Michigan Intermediate Municipal Trust
|
|
12/1/04
|
|
|
Class A Shares
|
6/1/06
|
|
Federated Municipal High Yield Advantage Fund
|
|
6/1/06
|
|
|
Class A Shares
|
6/1/06
|
|
|
Class B Shares
|
6/1/06
|
|
|
Class C Shares
|
6/1/06
|
|
|
Class F Shares
|
3/1/17
|
|
|
Class T Shares
|
6/1/13
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated Ohio Municipal Income Fund
|
|
9/1/08
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class F Shares
|
11/1/03
|
|
Federated Pennsylvania Municipal Income Fund
|
|
11/1/03
|
|
|
Class A Shares
|
3/1/17
|
|
|
Class T Shares
|
11/1/03
|
Federated Premier Municipal Income Fund
|
|
(limited purpose of Administrative Services)
|
11/1/03
|
|
|
Common Shares
|
|
|
|
Auction Market Preferred Shares
|
10/1/16
|
Federated Project and Trade Finance Tender Fund
(limited purpose of Administrative Services)
|
11/1/03
|
Federated Short-Intermediate Duration Municipal Trust
|
7/1/06
|
|
|
Class A Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
Federated Total Return Government Bond Fund
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
3/1/16
|
|
|
R6 Shares
|
11/1/03
|
Federated Total Return Series, Inc.
|
11/1/03
|
|
Federated Mortgage Fund
|
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
Federated Total Return Bond Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
11/1/03
|
|
|
Class R Shares
|
4/17/15
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
Federated Ultrashort Bond Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
Federated U.S. Government Securities Fund: 1-3 Years
|
11/1/03
|
|
|
Class Y Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
Federated U.S. Government Securities Fund: 2-5 Years
|
11/1/03
|
|
|
Class R Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
Federated World Investment Series, Inc.
|
11/1/03
|
|
Federated Emerging Market Debt Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class C Shares
|
3/1/12
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated International Leaders Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
6/1/13
|
|
|
Class R Shares
|
6/1/13
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
6/15/10
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated International Small-Mid Company Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class C Shares
|
3/1/17
|
|
|
Class T Shares
|
3/1/08
|
|
|
Institutional Shares
|
11/1/03
|
Intermediate Municipal Trust
|
11/1/03
|
|
Federated Intermediate Municipal Trust
|
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
Money Market Obligations Trust
|
11/1/03
|
|
Federated California Municipal Cash Trust
|
|
12/1/04
|
|
|
Capital Shares
|
11/1/03
|
|
|
Cash II Shares
|
12/1/04
|
|
|
Cash Series Shares
|
11/1/03
|
|
|
Wealth Shares
|
11/1/03
|
|
|
Service Shares
|
12/1/04
|
|
Federated Capital Reserves Fund
|
|
11/1/03
|
|
Federated Georgia Municipal Cash Trust
|
|
11/1/03
|
|
Federated Government Obligations Fund
|
|
9/1/17
|
|
|
Administrative Shares
|
6/1/17
|
|
|
Advisor Shares
|
12/1/04
|
|
|
Capital Shares
|
6/1/15
|
|
|
Cash II Shares
|
6/1/15
|
|
|
Cash Series Shares
|
12/1/15
|
|
|
Class R Shares
|
11/1/03
|
|
|
Institutional Shares
|
12/1/14
|
|
|
Premier Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
|
Trust Shares
|
11/1/03
|
|
Federated Government Obligations Tax Managed Fund
|
|
6/1/15
|
|
|
Automated Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
12/1/04
|
|
Federated Government Reserves Fund
|
|
6/1/15
|
|
|
Class A Shares
|
6/1/15
|
|
|
Class B Shares
|
6/1/15
|
|
|
Class C Shares
|
6/1/15
|
|
|
Class F Shares
|
6/1/15
|
|
|
Class P Shares
|
11/1/03
|
|
Federated Institutional Money Market Management
|
|
3/1/14
|
|
|
Capital Shares
|
9/1/07
|
|
|
Eagle Shares
|
9/1/07
|
|
|
Institutional Shares
|
3/1/14
|
|
|
Service Shares
|
11/1/03
|
|
Federated Institutional Prime Obligations Fund
|
|
6/13/14
|
|
|
Automated Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
|
Trust Shares
|
6/25/12
|
|
|
Capital Shares
|
11/1/03
|
|
Federated Institutional Prime Value Obligations Fund
|
|
11/1/03
|
|
|
Capital Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
Federated Institutional Tax-Free Cash Trust
|
|
12/1/15
|
|
|
Premier Shares
|
12/1/15
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated Massachusetts Municipal Cash Trust
|
|
12/1/04
|
|
|
Cash Series Shares
|
11/1/03
|
|
|
Service Shares
|
9/1/17
|
|
|
Wealth Shares
|
11/1/03
|
|
Federated Municipal Obligations Fund
|
|
10/27/17
|
|
|
Automated Shares
|
11/1/03
|
|
|
Capital Shares
|
6/1/15
|
|
|
Cash II Shares
|
6/1/15
|
|
|
Cash Series Shares
|
6/1/15
|
|
|
Investment Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
|
Wealth Shares
|
11/1/03
|
|
Federated New York Municipal Cash Trust
|
|
11/1/03
|
|
|
Cash II Shares
|
12/1/04
|
|
|
Cash Series Shares
|
12/1/04
|
|
|
Wealth Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
Federated Pennsylvania Municipal Cash Trust
|
|
11/1/03
|
|
|
Cash Series Shares
|
11/1/03
|
|
|
Wealth Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
Federated Prime Cash Obligations Fund
|
|
6/1/17
|
|
|
Advisor Shares
|
6/1/15
|
|
|
Automated Shares
|
11/1/03
|
|
|
Capital Shares
|
6/1/15
|
|
|
Cash II Shares
|
6/1/15
|
|
|
Cash Series Shares
|
6/1/15
|
|
|
Class R Shares
|
11/1/03
|
|
|
Wealth Shares
|
11/1/03
|
|
|
Service Shares
|
6/1/15
|
|
|
Trust Shares
|
11/1/03
|
|
Federated Tax-Free Obligations Fund
|
|
6/1/17
|
|
|
Advisor Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
|
Wealth Shares
|
11/1/03
|
|
Federated Treasury Obligations Fund
|
|
6/13/14
|
|
|
Automated Shares
|
11/1/03
|
|
|
Capital Shares
|
11/1/03
|
|
|
Institutional Shares
|
|
|
|
Service Shares
|
11/1/03
|
|
|
Trust Shares
|
11/1/03
|
|
Federated Trust for U.S. Treasury Obligations
|
|
6/1/15
|
|
|
Cash II Shares
|
6/1/15
|
|
|
Cash Series Shares
|
6/1/15
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated U.S. Treasury Cash Reserves
|
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
Federated Virginia Municipal Cash Trust
|
|
12/1/04
|
|
|
Cash Series Shares
|
11/1/03
|
|
|
Service Shares
|
EXHIBIT B
Funds
Not Charged an Administrative Services Fee
Emerging Markets Core Fund
Federated Mortgage Core Portfolio
High Yield Bond Portfolio
Federated Bank Loan Core Fund
Federated Project and Trade Finance Core
Fund
|
Exhibit 28 (h) (9) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EXHIBIT A
FUNDS
Dated: September 1, 2018
|
|
|
|
DATE: added to the contract.
|
REGISTRANT NAME
|
SERIES NAME (If applicable)
|
Transfer Agent Fund Number
|
Class
|
|
7/1/2004
|
Federated Adjustable Rate Securities
|
FEDERATED ADJUSTABLE RATE SECS
|
99
|
SS
|
|
|
|
FEDERATED ADJUSTABLE RATE SECS
|
96
|
IS
|
|
|
|
|
|
|
|
8/31/2017
|
Federated Adviser Series
|
|
|
|
|
|
|
FEDERATED MDT LARGE CAP VALUE FUND
|
426
|
IS
|
|
|
|
FEDERATED MDT LARGE CAP VALUE FUND
|
428
|
SS
|
|
|
|
FEDERATED MDT LARGE CAP VALUE FUND
|
429
|
R6
|
|
|
|
FEDERATED MDT LARGE CAP VALUE FUND
|
419
|
A
|
|
|
|
FEDERATED MDT LARGE CAP VALUE FUND
|
420
|
B
|
|
|
|
FEDERATED MDT LARGE CAP VALUE FUND
|
422
|
C
|
|
|
|
FEDERATED MDT LARGE CAP VALUE FUND
|
425
|
R
|
|
|
Federated Core Trust:
|
|
|
|
|
3/21/2016
|
|
EMERGING MARKETS CORE FUND
|
812
|
|
|
8/16/2010
|
|
FEDERATED BANK LOAN CORE FUND
|
850
|
|
|
7/1/2004
|
|
FEDERATED MORTGAGE CORE PORT
|
938
|
|
|
7/1/2004
|
|
HIGH-YIELD BOND PORTFOLIO
|
871
|
|
|
|
Federated Core Trust III:
|
|
|
|
|
3/1/2008
|
|
FEDERATED PROJECT AND TRADE FINANCE CORE FUND
|
148
|
|
|
|
|
|
|
|
|
|
Federated Equity Funds:
|
|
|
|
|
7/1/2004
|
|
FEDERATED ABSOLUTE RETURN FUND
|
257
|
A
|
|
|
|
FEDERATED ABSOLUTE RETURN FUND
|
258
|
B
|
|
|
|
FEDERATED ABSOLUTE RETURN FUND
|
340
|
IS
|
|
|
|
FEDERATED ABSOLUTE RETURN FUND
|
259
|
C
|
|
12/1/2008
|
|
FEDERATED CLOVER SMALL VALUE FUND
|
639
|
A
|
|
|
|
FEDERATED CLOVER SMALL VALUE FUND
|
658
|
C
|
|
|
|
FEDERATED CLOVER SMALL VALUE FUND
|
659
|
IS
|
|
|
|
FEDERATED CLOVER SMALL VALUE FUND
|
670
|
R
|
|
|
|
FEDERATED CLOVER SMALL VALUE FUND
|
539
|
R6
|
|
12/1/2008
|
|
FEDERATED GLOBAL STRATEGIC VALUE DIV
|
436
|
C
|
|
|
|
FEDERATED GLOBAL STRATEGIC VALUE DIV
|
437
|
IS
|
|
|
|
FEDERATED GLOBAL STRATEGIC VALUE DIV
|
438
|
R6
|
|
|
|
FEDERATED GLOBAL STRATEGIC VALUE DIV
|
435
|
A
|
|
3/1/2008
|
|
FEDERATED INTL STRATEGIC VAL DIV FUND
|
432
|
A
|
|
|
|
FEDERATED INTL STRATEGIC VAL DIV FUND
|
433
|
C
|
|
|
|
FEDERATED INTL STRATEGIC VAL DIV FUND
|
434
|
IS
|
|
|
|
FEDERATED INTL STRATEGIC VAL DIV FUND
|
466
|
R6
|
|
7/1/2004
|
|
FEDERATED KAUFMANN FUND
|
66
|
A
|
|
|
|
FEDERATED KAUFMANN FUND
|
67
|
B
|
|
|
|
FEDERATED KAUFMANN FUND
|
70
|
C
|
|
|
|
FEDERATED KAUFMANN FUND
|
74
|
R
|
|
|
|
FEDERATED KAUFMANN FUND
|
123
|
IS
|
|
9/17/2007
|
|
FEDERATED KAUFMANN LARGE CAP FUND
|
352
|
A
|
|
|
|
FEDERATED KAUFMANN LARGE CAP FUND
|
353
|
C
|
|
|
|
FEDERATED KAUFMANN LARGE CAP FUND
|
355
|
IS
|
|
|
|
FEDERATED KAUFMANN LARGE CAP FUND
|
354
|
R
|
|
|
|
FEDERATED KAUFMANN LARGE CAP FUND
|
401
|
R6
|
|
7/1/2004
|
|
FEDERATED KAUFMANN SMALL CAP FUND
|
163
|
IS
|
|
|
|
FEDERATED KAUFMANN SMALL CAP FUND
|
146
|
R6
|
|
|
|
FEDERATED KAUFMANN SMALL CAP FUND
|
757
|
A
|
|
|
|
FEDERATED KAUFMANN SMALL CAP FUND
|
758
|
B
|
|
|
|
FEDERATED KAUFMANN SMALL CAP FUND
|
759
|
C
|
|
|
|
FEDERATED KAUFMANN SMALL CAP FUND
|
154
|
R
|
|
7/1/2004
|
|
FEDERATED MDT MID CAP GROWTH FUND
|
677
|
A
|
|
|
|
FEDERATED MDT MID CAP GROWTH FUND
|
650
|
C
|
|
|
|
FEDERATED MDT MID CAP GROWTH FUND
|
656
|
IS
|
|
|
|
FEDERATED MDT MID CAP GROWTH FUND
|
679
|
R6
|
|
9/1/2008
|
|
FEDERATED PRUDENT BEAR FUND
|
409
|
A
|
|
|
|
FEDERATED PRUDENT BEAR FUND
|
415
|
C
|
|
|
|
FEDERATED PRUDENT BEAR FUND
|
418
|
IS
|
|
12/1/2004
|
|
FEDERATED STRATEGIC VALUE DIVIDEND
|
661
|
A
|
|
|
|
FEDERATED STRATEGIC VALUE DIVIDEND
|
663
|
C
|
|
|
|
FEDERATED STRATEGIC VALUE DIVIDEND
|
662
|
IS
|
|
|
|
FEDERATED STRATEGIC VALUE DIVIDEND
|
251
|
R6
|
|
7/1/2004
|
Federated Equity Income Fund Inc.
|
|
|
|
|
|
|
FEDERATED EQUITY INCOME FUND
|
34
|
R
|
|
|
|
FEDERATED EQUITY INCOME FUND
|
629
|
B
|
|
|
|
FEDERATED EQUITY INCOME FUND
|
241
|
C
|
|
|
|
FEDERATED EQUITY INCOME FUND
|
326
|
A
|
|
|
|
FEDERATED EQUITY INCOME FUND
|
849
|
IS
|
|
|
|
FEDERATED EQUITY INCOME FUND
|
304
|
F
|
|
|
Federated Fixed Income Securities, Inc.:
|
|
|
|
|
7/1/2004
|
|
FEDERATED MUNI ULTRASHORT FUND
|
253
|
IS
|
|
|
|
FEDERATED MUNI ULTRASHORT FUND
|
254
|
A
|
|
7/1/2004
|
|
FEDERATED STRATEGIC INCOME FUND
|
652
|
B
|
|
|
|
FEDERATED STRATEGIC INCOME FUND
|
382
|
C
|
|
|
|
FEDERATED STRATEGIC INCOME FUND
|
383
|
F
|
|
|
|
FEDERATED STRATEGIC INCOME FUND
|
381
|
A
|
|
|
|
FEDERATED STRATEGIC INCOME FUND
|
414
|
R6
|
|
|
|
FEDERATED STRATEGIC INCOME FUND
|
653
|
IS
|
|
6/1/2008
|
Federated Global Allocation Fund
|
|
|
|
|
|
|
FEDERATED GLOBAL ALLOCATION FUND
|
373
|
B
|
|
|
|
FEDERATED GLOBAL ALLOCATION FUND
|
608
|
C
|
|
|
|
FEDERATED GLOBAL ALLOCATION FUND
|
894
|
R
|
|
|
|
FEDERATED GLOBAL ALLOCATION FUND
|
232
|
R6
|
|
|
|
FEDERATED GLOBAL ALLOCATION FUND
|
11
|
A
|
|
|
|
FEDERATED GLOBAL ALLOCATION FUND
|
879
|
IS
|
|
7/1/2004
|
Federated Government Income Securities, Inc.
|
|
|
|
|
|
|
FEDERATED GOV INCOME SECURITIES
|
166
|
A
|
|
|
|
FEDERATED GOV INCOME SECURITIES
|
171
|
C
|
|
|
|
FEDERATED GOV INCOME SECURITIES
|
21
|
F
|
|
7/1/2004
|
Federated Government Income Trust
|
|
|
|
|
|
|
FEDERATED GOVERNMENT INCOME TRUST
|
36
|
IS
|
|
|
|
FEDERATED GOVERNMENT INCOME TRUST
|
102
|
SS
|
|
|
|
|
|
|
|
7/1/2004
|
Federated High Income Bond Fund, Inc.
|
|
|
|
|
|
|
FEDERATED HIGH INCOME BOND FUND
|
630
|
B
|
|
|
|
FEDERATED HIGH INCOME BOND FUND
|
492
|
R6
|
|
|
|
FEDERATED HIGH INCOME BOND FUND
|
242
|
C
|
|
|
|
FEDERATED HIGH INCOME BOND FUND
|
317
|
A
|
|
|
|
FEDERATED HIGH INCOME BOND FUND
|
491
|
IS
|
|
7/1/2004
|
Federated High Yield Trust:
|
|
|
|
|
|
|
FEDERATED HIGH YIELD TRUST
|
77
|
IS
|
|
|
|
FEDERATED HIGH YIELD TRUST
|
113
|
A
|
|
|
|
FEDERATED HIGH YIELD TRUST
|
120
|
C
|
|
|
|
FEDERATED HIGH YIELD TRUST
|
430
|
R6
|
|
|
|
FEDERATED HIGH YIELD TRUST
|
38
|
SS
|
|
12/1/2015
|
|
FEDERATED EQUITY ADVANTAGE FUND
|
121
|
A
|
|
|
|
FEDERATED EQUITY ADVANTAGE FUND
|
122
|
IS
|
|
|
Federated Income Securities Trust:
|
|
|
|
|
7/1/2004
|
|
FEDERATED CAPITAL INCOME FUND
|
312
|
A
|
|
|
|
FEDERATED CAPITAL INCOME FUND
|
631
|
B
|
|
|
|
FEDERATED CAPITAL INCOME FUND
|
244
|
C
|
|
|
|
FEDERATED CAPITAL INCOME FUND
|
374
|
F
|
|
|
|
FEDERATED CAPITAL INCOME FUND
|
300
|
R
|
|
|
|
FEDERATED CAPITAL INCOME FUND
|
830
|
IS
|
|
9/1/2004
|
|
FEDERATED FLTG RATE STR INCOME FUND
|
701
|
R6
|
|
|
|
FEDERATED FLTG RATE STR INCOME FUND
|
693
|
IS
|
|
|
|
FEDERATED FLTG RATE STR INCOME FUND
|
112
|
C
|
|
|
|
FEDERATED FLTG RATE STR INCOME FUND
|
687
|
A
|
|
7/1/2004
|
|
FEDERATED FUND U.S. GOV SECURITIES
|
601
|
B
|
|
|
|
FEDERATED FUND U.S. GOV SECURITIES
|
238
|
C
|
|
|
|
FEDERATED FUND U.S. GOV SECURITIES
|
309
|
A
|
|
7/1/2004
|
|
FEDERATED INTERM CORP BOND FUND
|
303
|
IS
|
|
|
|
FEDERATED INTERM CORP BOND FUND
|
348
|
SS
|
|
7/1/2004
|
|
FEDERATED MUNI & STOCK ADVT FUND
|
888
|
B
|
|
|
|
FEDERATED MUNI & STOCK ADVT FUND
|
887
|
A
|
|
|
|
FEDERATED MUNI & STOCK ADVT FUND
|
889
|
C
|
|
|
|
FEDERATED MUNI & STOCK ADVT FUND
|
901
|
F
|
|
|
|
FEDERATED MUNI & STOCK ADVT FUND
|
876
|
IS
|
|
12/1/2005
|
|
FEDERATED REAL RETURN BOND FUND
|
183
|
A
|
|
|
|
FEDERATED REAL RETURN BOND FUND
|
184
|
C
|
|
|
|
FEDERATED REAL RETURN BOND FUND
|
185
|
IS
|
|
7/18/2004
|
|
FEDERATED SHORT-TERM INCOME FUND
|
292
|
R6
|
|
|
|
FEDERATED SHORT-TERM INCOME FUND
|
161
|
SS
|
|
|
|
FEDERATED SHORT-TERM INCOME FUND
|
65
|
IS
|
|
|
|
FEDERATED SHORT-TERM INCOME FUND
|
638
|
Y
|
|
|
|
FEDERATED SHORT-TERM INCOME FUND
|
607
|
A
|
|
|
Federated Index Trust:
|
|
|
|
|
7/1/2004
|
|
FEDERATED MAX-CAP INDEX FUND
|
39
|
IS
|
|
|
|
FEDERATED MAX-CAP INDEX FUND
|
895
|
R
|
|
|
|
FEDERATED MAX-CAP INDEX FUND
|
281
|
SS
|
|
|
|
FEDERATED MAX-CAP INDEX FUND
|
867
|
C
|
|
7/1/2004
|
|
FEDERATED MID-CAP INDEX FUND
|
156
|
R6
|
|
|
|
FEDERATED MID-CAP INDEX FUND
|
153
|
IS
|
|
|
|
FEDERATED MID-CAP INDEX FUND
|
151
|
SS
|
|
|
Federated Institutional Trust
|
|
|
|
|
7/1/2004
|
|
FEDERATED GOV ULTRASHORT DUR FUND
|
969
|
SS
|
|
|
|
FEDERATED GOV ULTRASHORT DUR FUND
|
891
|
A
|
|
|
|
FEDERATED GOV ULTRASHORT DUR FUND
|
840
|
R6
|
|
|
|
FEDERATED GOV ULTRASHORT DUR FUND
|
626
|
IS
|
|
7/1/2004
|
|
FEDERATED INSTL HIGH YIELD BOND FUND
|
900
|
IS
|
|
|
|
FEDERATED INSTL HIGH YIELD BOND FUND
|
221
|
R6
|
|
6/1/2005
|
|
FEDERATED SH-INT TOTAL RETURN BOND
|
114
|
A
|
|
|
|
FEDERATED SH-INT TOTAL RETURN BOND
|
63
|
IS
|
|
|
|
FEDERATED SH-INT TOTAL RETURN BOND
|
107
|
SS
|
|
|
|
FEDERATED SH-INT TOTAL RETURN BOND
|
127
|
R6
|
|
|
Federated Insurance Series
|
|
|
|
|
7/1/2004
|
|
FEDERATED MANAGED VOLATILITY FUND II
|
333
|
A
|
|
|
|
FEDERATED MANAGED VOLATILITY FUND II
|
403
|
C
|
|
|
|
FEDERATED FUND U.S. GOV SECURITIES II
|
334
|
IS
|
|
7/1/2004
|
|
FEDERATED HIGH INCOME BOND II
|
250
|
S
|
|
|
|
FEDERATED HIGH INCOME BOND II
|
336
|
P
|
|
7/1/2004
|
|
FEDERATED KAUFMANN FUND II
|
953
|
P
|
|
|
|
FEDERATED KAUFMANN FUND II
|
957
|
S
|
|
7/1/2004
|
|
FEDERATED GOVERNMENT MONEY FUND II
|
330
|
S
|
|
|
|
FEDERATED GOVERNMENT MONEY FUND II
|
402
|
P
|
|
7/1/2004
|
|
FEDERATED QUALITY BOND II
|
921
|
P
|
|
|
|
FEDERATED QUALITY BOND II
|
929
|
S
|
|
|
Federated International Series, Inc.:
|
|
|
|
|
7/1/2004
|
|
FEDERATED GLOBAL TOTAL RETURN BOND FD
|
152
|
IS
|
|
|
|
FEDERATED GLOBAL TOTAL RETURN BOND FD
|
240
|
C
|
|
|
|
FEDERATED GLOBAL TOTAL RETURN BOND FD
|
316
|
A
|
|
|
Federated Investment Series Funds, Inc.:
|
|
|
|
|
|
|
FEDERATED BOND FUND
|
641
|
A
|
|
|
|
FEDERATED BOND FUND
|
642
|
B
|
|
|
|
FEDERATED BOND FUND
|
643
|
C
|
|
|
|
FEDERATED BOND FUND
|
655
|
IS
|
|
|
|
FEDERATED BOND FUND
|
671
|
R6
|
|
|
|
FEDERATED BOND FUND
|
198
|
F
|
|
|
Federated Managed Pool Series:
|
|
|
|
|
12/1/2005
|
|
FEDERATED CORPORATE BOND STRATEGY PORTFOLIO
|
157
|
|
|
12/1/2005
|
|
FEDERATED HIGH-YIELD STRATEGY PORTFOLIO
|
744
|
|
|
12/1/2005
|
|
FEDERATED INTL BOND STRATEGY PORT
|
742
|
|
|
12/1/2014
|
|
FEDERATED INTERNATIONAL DIV STRATEGY
|
569
|
|
|
12/1/2005
|
|
FEDERATED MORTGAGE STRATEGY PORT
|
743
|
|
|
|
Federated MDT Series:
|
|
|
|
|
7/31/2006
|
|
FEDERATED MDT ALL CAP CORE FUND
|
210
|
A
|
|
|
|
FEDERATED MDT ALL CAP CORE FUND
|
224
|
C
|
|
|
|
FEDERATED MDT ALL CAP CORE FUND
|
226
|
IS
|
|
|
|
FEDERATED MDT ALL CAP CORE FUND
|
233
|
R6
|
|
7/31/2006
|
|
FEDERATED MDT BALANCED FUND
|
285
|
A
|
|
|
|
FEDERATED MDT BALANCED FUND
|
296
|
C
|
|
|
|
FEDERATED MDT BALANCED FUND
|
297
|
IS
|
|
|
|
FEDERATED MDT BALANCED FUND
|
314
|
R6
|
|
7/31/2006
|
|
FEDERATED MDT LARGE CAP GROWTH FUND
|
265
|
A
|
|
|
|
FEDERATED MDT LARGE CAP GROWTH FUND
|
271
|
B
|
|
|
|
FEDERATED MDT LARGE CAP GROWTH FUND
|
267
|
C
|
|
|
|
FEDERATED MDT LARGE CAP GROWTH FUND
|
269
|
IS
|
|
7/31/2006
|
|
FEDERATED MDT SMALL CAP CORE FUND
|
237
|
A
|
|
|
|
FEDERATED MDT SMALL CAP CORE FUND
|
245
|
C
|
|
|
|
FEDERATED MDT SMALL CAP CORE FUND
|
255
|
IS
|
|
|
|
FEDERATED MDT SMALL CAP CORE FUND
|
223
|
R6
|
|
7/31/2006
|
|
FEDERATED MDT SMALL CAP GROWTH FUND
|
282
|
A
|
|
|
|
FEDERATED MDT SMALL CAP GROWTH FUND
|
283
|
C
|
|
|
|
FEDERATED MDT SMALL CAP GROWTH FUND
|
284
|
IS
|
|
|
|
FEDERATED MDT SMALL CAP GROWTH FUND
|
231
|
R6
|
|
|
Federated Municipal Bond Fund, Inc:
|
|
|
|
|
|
|
FEDERATED MUNICIPAL BOND FUND INC.
|
141
|
IS
|
|
|
|
FEDERATED MUNICIPAL BOND FUND INC.
|
375
|
F
|
|
|
|
FEDERATED MUNICIPAL BOND FUND INC.
|
602
|
B
|
|
|
|
FEDERATED MUNICIPAL BOND FUND INC.
|
243
|
C
|
|
|
|
FEDERATED MUNICIPAL BOND FUND INC.
|
384
|
A
|
|
|
Federated Municipal Securities Income Trust:
|
|
|
|
|
7/1/2004
|
|
FEDERATED MICHIGAN INTERM MUNICIPAL TRUST
|
145
|
A
|
|
6/1/2006
|
|
FEDERATED MUNI HIGH YIELD ADVT FUND
|
310
|
F
|
|
|
|
FEDERATED MUNI HIGH YIELD ADVT FUND
|
214
|
C
|
|
|
|
FEDERATED MUNI HIGH YIELD ADVT FUND
|
167
|
A
|
|
|
|
FEDERATED MUNI HIGH YIELD ADVT FUND
|
170
|
B
|
|
|
|
FEDERATED MUNI HIGH YIELD ADVT FUND
|
380
|
IS
|
|
|
|
FEDERATED OHIO MUNI INCOME
|
164
|
A
|
|
|
|
FEDERATED OHIO MUNI INCOME
|
313
|
F
|
|
7/1/2004
|
|
FEDERATED PENNSYLVANIA MUNI INCOME
|
311
|
A
|
|
7/1/2004
|
Federated Short-Intermediate Duration Municipal Trust
|
|
|
|
|
|
|
FEDERATED SH-INT DUR MUNI TRUST
|
291
|
A
|
|
|
|
FEDERATED SH-INT DUR MUNI TRUST
|
24
|
IS
|
|
|
|
FEDERATED SH-INT DUR MUNI TRUST
|
289
|
SS
|
|
7/1/2004
|
Federated Total Return Government Bond Fund
|
|
|
|
|
|
|
FEDERATED TOTAL RETURN GOVT BOND FUND
|
234
|
R6
|
|
|
|
FEDERATED TOTAL RETURN GOVT BOND FUND
|
648
|
SS
|
|
|
|
FEDERATED TOTAL RETURN GOVT BOND FUND
|
647
|
IS
|
|
|
|
|
|
|
|
|
Federated Total Return Series, Inc.:
|
|
|
|
|
7/1/2004
|
|
FEDERATED MORTGAGE FUND
|
835
|
IS
|
|
|
|
FEDERATED MORTGAGE FUND
|
837
|
SS
|
|
7/1/2004
|
|
FEDERATED TOTAL RETURN BOND FUND
|
328
|
IS
|
|
|
|
FEDERATED TOTAL RETURN BOND FUND
|
288
|
SS
|
|
|
|
FEDERATED TOTAL RETURN BOND FUND
|
893
|
R
|
|
|
|
FEDERATED TOTAL RETURN BOND FUND
|
225
|
R6
|
|
|
|
FEDERATED TOTAL RETURN BOND FUND
|
404
|
A
|
|
|
|
FEDERATED TOTAL RETURN BOND FUND
|
405
|
B
|
|
|
|
FEDERATED TOTAL RETURN BOND FUND
|
406
|
C
|
|
7/1/2004
|
|
FEDERATED ULTRASHORT BOND FUND
|
218
|
A
|
|
|
|
FEDERATED ULTRASHORT BOND FUND
|
838
|
SS
|
|
|
|
FEDERATED ULTRASHORT BOND FUND
|
108
|
IS
|
|
7/1/2004
|
Federated U.S. Government Securities Fund: 1-3 Years:
|
|
|
|
|
|
|
FEDERATED U.S. GOV SECS 1-3
|
100
|
SS
|
|
|
|
FEDERATED U.S. GOV SECS 1-3
|
79
|
Y
|
|
|
|
FEDERATED U.S. GOV SECS 1-3
|
9
|
IS
|
|
7/1/2004
|
Federated U.S. Government Securities Fund: 2-5 Years:
|
FEDERATED U.S. GOV SECS 2-5
|
192
|
SS
|
|
|
|
FEDERATED U.S. GOV SECS 2-5
|
896
|
R
|
|
|
|
FEDERATED U.S. GOV SECS 2-5
|
47
|
IS
|
|
|
Federated World Investment Series, Inc.:
|
|
|
|
|
7/1/2004
|
|
FEDERATED EMERGING MARKET DEBT FUND
|
831
|
IS
|
|
|
|
FEDERATED EMERGING MARKET DEBT FUND
|
609
|
A
|
|
|
|
FEDERATED EMERGING MARKET DEBT FUND
|
611
|
C
|
|
7/1/2004
|
|
FEDERATED INTERNATIONAL LEADERS FUND
|
103
|
A
|
|
|
|
FEDERATED INTERNATIONAL LEADERS FUND
|
104
|
B
|
|
|
|
FEDERATED INTERNATIONAL LEADERS FUND
|
105
|
C
|
|
|
|
FEDERATED INTERNATIONAL LEADERS FUND
|
119
|
IS
|
|
|
|
FEDERATED INTERNATIONAL LEADERS FUND
|
106
|
R
|
|
|
|
FEDERATED INTERNATIONAL LEADERS FUND
|
110
|
R6
|
|
7/1/2004
|
|
FEDERATED INTL SMALL-MID COMPANY FUND
|
695
|
A
|
|
|
|
FEDERATED INTL SMALL-MID COMPANY FUND
|
697
|
C
|
|
|
|
FEDERATED INTL SMALL-MID COMPANY FUND
|
682
|
IS
|
|
7/1/2004
|
Intermediate Municipal Trust
|
|
|
|
|
|
|
FEDERATED INTERM MUNI TRUST
|
78
|
SS
|
|
|
|
FEDERATED INTERM MUNI TRUST
|
739
|
IS
|
|
|
Money Market Obligations Trust:
|
|
|
|
|
7/1/2004
|
|
FEDERATED CALIFORNIA MUNI CASH TRUST
|
80
|
SS
|
|
|
|
FEDERATED CALIFORNIA MUNI CASH TRUST
|
800
|
WS
|
|
|
|
FEDERATED CALIFORNIA MUNI CASH TRUST
|
280
|
CII
|
|
|
|
FEDERATED CALIFORNIA MUNI CASH TRUST
|
809
|
CAP
|
|
|
|
FEDERATED CALIFORNIA MUNI CASH TRUST
|
810
|
CS
|
|
12/1/2004
|
|
FEDERATED CAPITAL RESERVES FUND
|
806
|
|
|
7/1/2004
|
|
FEDERATED GEORGIA MUNICIPAL CASH TRUST
|
651
|
|
|
7/1/2004
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
386
|
CS
|
|
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
385
|
CII
|
|
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
805
|
CAP
|
|
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
158
|
ADM
|
|
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
117
|
PRM
|
|
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
5
|
IS
|
|
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
703
|
TR
|
|
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
395
|
SS
|
|
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
7
|
R
|
|
7/1/2004
|
|
FEDERATED GOVT OBLIGATIONS TAX-MGD FD
|
613
|
AS
|
|
|
|
FEDERATED GOVT OBLIGATIONS TAX-MGD FD
|
636
|
IS
|
|
|
|
FEDERATED GOVT OBLIGATIONS TAX-MGD FD
|
637
|
SS
|
|
12/1/2004
|
|
FEDERATED GOVERNMENT RESERVES FUND
|
970
|
A
|
|
|
|
FEDERATED GOVERNMENT RESERVES FUND
|
971
|
B
|
|
|
|
FEDERATED GOVERNMENT RESERVES FUND
|
972
|
C
|
|
|
|
FEDERATED GOVERNMENT RESERVES FUND
|
807
|
P
|
|
|
|
FEDERATED GOVERNMENT RESERVES FUND
|
973
|
F
|
|
7/1/2004
|
|
FEDERATED MASSACHUSETTS MUNI CASH TR
|
823
|
CS
|
|
|
|
FEDERATED MASSACHUSETTS MUNI CASH TR
|
51
|
WS
|
|
|
|
FEDERATED MASSACHUSETTS MUNI CASH TR
|
87
|
SS
|
|
7/1/2004
|
|
FEDERATED INSTITUTIONAL PRIME 60DAY
|
18
|
PRM
|
|
7/1/2004
|
|
FEDERATED INSTITUTIONAL MMKT MGMT
|
136
|
CAP
|
|
|
|
FEDERATED INSTITUTIONAL MMKT MGMT
|
349
|
EAG
|
|
|
|
FEDERATED INSTITUTIONAL MMKT MGMT
|
58
|
IS
|
|
|
|
FEDERATED INSTITUTIONAL MMKT MGMT
|
219
|
SS
|
|
7/1/2004
|
|
FEDERATED MUNICIPAL OBLIGATIONS FUND
|
858
|
CAP
|
|
|
|
FEDERATED MUNICIPAL OBLIGATIONS FUND
|
821
|
CS
|
|
|
|
FEDERATED MUNICIPAL OBLIGATIONS FUND
|
820
|
CII
|
|
|
|
FEDERATED MUNICIPAL OBLIGATIONS FUND
|
852
|
WS
|
|
|
|
FEDERATED MUNICIPAL OBLIGATIONS FUND
|
839
|
IV
|
|
|
|
FEDERATED MUNICIPAL OBLIGATIONS FUND
|
855
|
SS
|
|
|
|
FEDERATED MUNICIPAL OBLIGATIONS FUND
|
833
|
AS
|
|
7/1/2004
|
|
FEDERATED NEW YORK MUNI CASH TRUST
|
878
|
CS
|
|
|
|
FEDERATED NEW YORK MUNI CASH TRUST
|
12
|
SS
|
|
|
|
FEDERATED NEW YORK MUNI CASH TRUST
|
825
|
WS
|
|
|
|
FEDERATED NEW YORK MUNI CASH TRUST
|
111
|
CII
|
|
7/1/2004
|
|
FEDERATED PENNSYLVANIA MUNI CASH TR
|
8
|
SS
|
|
|
|
FEDERATED PENNSYLVANIA MUNI CASH TR
|
150
|
CS
|
|
|
|
FEDERATED PENNSYLVANIA MUNI CASH TR
|
644
|
WS
|
|
7/1/2004
|
|
FEDERATED PRIME CASH OBLIGATIONS FD
|
857
|
CAP
|
|
|
|
FEDERATED PRIME CASH OBLIGATIONS FD
|
911
|
CII
|
|
|
|
FEDERATED PRIME CASH OBLIGATIONS FD
|
851
|
WS
|
|
|
|
FEDERATED PRIME CASH OBLIGATIONS FD
|
854
|
SS
|
|
|
|
FEDERATED PRIME CASH OBLIGATIONS FD
|
909
|
AS
|
|
|
|
FEDERATED PRIME CASH OBLIGATIONS FD
|
914
|
R
|
|
|
|
FEDERATED PRIME CASH OBLIGATIONS FD
|
913
|
CS
|
|
|
|
FEDERATED PRIME CASH OBLIGATIONS FD
|
915
|
TR
|
|
7/1/2004
|
|
FEDERATED INSTITUTIONAL PRIME OBL FUND
|
222
|
AS
|
|
|
|
FEDERATED INSTITUTIONAL PRIME OBL FUND
|
10
|
IS
|
|
|
|
FEDERATED INSTITUTIONAL PRIME OBL FUND
|
700
|
TR
|
|
|
|
FEDERATED INSTITUTIONAL PRIME OBL FUND
|
143
|
CAP
|
|
|
|
FEDERATED INSTITUTIONAL PRIME OBL FUND
|
396
|
SS
|
|
7/1/2004
|
|
FEDERATED INSTITUTIONAL PRIME VAL OBL
|
859
|
CAP
|
|
|
|
FEDERATED INSTITUTIONAL PRIME VAL OBL
|
853
|
IS
|
|
|
|
FEDERATED INSTITUTIONAL PRIME VAL OBL
|
856
|
SS
|
|
7/1/2004
|
|
FEDERATED TAX-FREE OBLIGATIONS FUND
|
15
|
WS
|
|
|
|
FEDERATED TAX-FREE OBLIGATIONS FUND
|
397
|
SS
|
|
7/1/2004
|
|
FEDERATED INSTITUTIONAL TX-FREE CSH TR
|
42
|
IS
|
|
|
|
FEDERATED INSTITUTIONAL TX-FREE CSH TR
|
73
|
PRM
|
|
7/1/2004
|
|
FEDERATED TREASURY OBLIGATIONS FUND
|
115
|
AS
|
|
|
|
FEDERATED TREASURY OBLIGATIONS FUND
|
862
|
CAP
|
|
|
|
FEDERATED TREASURY OBLIGATIONS FUND
|
68
|
IS
|
|
|
|
FEDERATED TREASURY OBLIGATIONS FUND
|
398
|
SS
|
|
|
|
FEDERATED TREASURY OBLIGATIONS FUND
|
702
|
TR
|
|
7/1/2004
|
|
FEDERATED TR FOR U.S. TRSY OBLIGATIONS
|
54
|
CS
|
|
|
|
FEDERATED TR FOR U.S. TRSY OBLIGATIONS
|
52
|
CII
|
|
|
|
FEDERATED TR FOR U.S. TRSY OBLIGATIONS
|
59
|
IS
|
|
7/1/2004
|
|
FEDERATED U.S. TREASURY CASH RSV
|
632
|
SS
|
|
|
|
FEDERATED U.S. TREASURY CASH RSV
|
125
|
IS
|
|
7/1/2004
|
|
FEDERATED VIRGINIA MUNI CASH TRUST
|
287
|
SS
|
|
|
|
FEDERATED VIRGINIA MUNI CASH TRUST
|
898
|
CS
|
|
|
|
COLLECTIVE TRUSTS
|
|
|
|
|
|
|
|
|
|
|
|
FEDERATED PRIME CASH COLLECTIVE INVMT
|
474
|
|
|
|
|
CAPITAL PRESERVATION FUND
|
4
|
ISP
|
|
|
|
CAPITAL PRESERVATION FUND
|
25
|
RP
|
|
|
|
CAPITAL PRESERVATION FUND
|
26
|
SP
|
|
|
|
CAPITAL PRESERVATION FUND
|
27
|
YP
|
|
|
|
CAPITAL PRESERVATION FUND
|
35
|
R6P
|
|
|
|
CAPITAL PRESERVATION FUND
|
40
|
IP
|
|
|
|
FEDERATED INSTITUTIONAL FIXED INCOME FUND
|
45
|
|
|
|
|
|
|
|
|
State Street Bank and Trust Company
|
By each of the Federated Funds Set forth on Exhibit A.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: /s/ Andrew Erickson
|
By: /s/ Peter J. Germain
|
|
|
|
Name: Andrew Erickson
|
Name: Peter J. Germain
|
|
|
|
Title: Executive Vice President
|
Title: Secretary
|
|
|
|
Exhibit 28 (h) (10) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EIGHTH
AMENDMENT TO
FUND
ACCOUNTING AGREEMENT
THIS AMENDMENT
TO FUND ACCOUNTING AGREEMENT (“
Amendment
”) is
by and between each of the
investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New
York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS
, the Funds and the Bank
are parties to that certain Fund Accounting Agreement (the “
Agreement
”) dated March 1, 2011, as amended, between
the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS
,
each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS,
the Funds and the Bank
desire to remove certain Funds from Schedule I; and
WHEREAS
, the Funds and Bank are
parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE
,
in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
The Funds listed in Schedule
I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full
force and effect as amended by this Amendment.
IN WITNESS WHEREOF,
this Amendment has been executed for and on behalf of the undersigned as of October 1, 2017.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: __
/s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By:
/s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice President/Managing Director
SCHEDULE I
(UPDATED
AS OF 10/1/17)
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
B.
Muni
Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C.
Other Funds
Federated Absolute Return Fund
Federated Emerging Markets Debt Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend
Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund *
Federated Muni and Stock Advantage Fund
*a portfolio of Federated MDT Equity
Trust which became effective August 31, 2017.
NINTH
AMENDMENT TO
FUND
ACCOUNTING AGREEMENT
THIS AMENDMENT
TO FUND ACCOUNTING AGREEMENT (“
Amendment
”) is
by and between each of the
investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New
York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS
, the Funds and the Bank
are parties to that certain Fund Accounting Agreement (the “
Agreement
”) dated March 1, 2011, as amended, between
the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS
,
each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS,
the Funds and the Bank
desire to remove certain Funds from Schedule I; and
WHEREAS
, the Funds and Bank are
parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE
,
in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
The Funds listed in Schedule
I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full
force and effect as amended by this Amendment.
IN WITNESS WHEREOF,
this Amendment has been executed for and on behalf of the undersigned as of November 1, 2017.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: _/s/ Armando Fernandez
___________________
Name: Armando Fernandez
Title: Vice President/Managing Director
SCHEDULE I
(UPDATED
AS OF 11/1/17)
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B.
Muni
Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C.
Other Funds
Federated Absolute Return Fund
Federated Emerging Markets Debt Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend
Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund *
Federated Muni and Stock Advantage Fund
*a portfolio of Federated MDT Equity Trust which became
effective August 31, 2017.
TENTH
AMENDMENT TO
FUND
ACCOUNTING AGREEMENT
THIS AMENDMENT
TO FUND ACCOUNTING AGREEMENT (“
Amendment
”) is
by and between each of the
investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New
York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS
, the Funds and the Bank
are parties to that certain Fund Accounting Agreement (the “
Agreement
”) dated March 1, 2011, as amended, between
the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS
,
each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS,
the Funds and the Bank
desire to
remove
certain Funds from Schedule I; and
WHEREAS
, the Funds and Bank are
parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE
,
in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
The Funds listed in Schedule
I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full
force and effect as amended by this Amendment.
IN WITNESS WHEREOF,
this Amendment has been executed for and on behalf of the undersigned as of December 1, 2017.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez_
__________________
Name: Armando Fernandez
Title: Vice President/Managing Director
SCHEDULE I
(UPDATED
AS OF 12/1/17)
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B.
Muni
Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C.
Other Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend
Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund *
Federated Muni and Stock Advantage Fund
*a portfolio of Federated MDT Equity Trust which became
effective August 31, 2017.
ELEVENTH
AMENDMENT TO
FUND
ACCOUNTING AGREEMENT
THIS AMENDMENT
TO FUND ACCOUNTING AGREEMENT (“
Amendment
”) is
by and between each of the
investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New
York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS
, the Funds and the Bank
are parties to that certain Fund Accounting Agreement (the “
Agreement
”) dated March 1, 2011, as amended, between
the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS
,
each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS,
the Funds and the Bank
desire to
add
certain Funds to and
remove
certain Funds from Schedule I; and
WHEREAS
, the Funds and Bank are
parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE
,
in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
The Funds listed in Schedule
I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full
force and effect as amended by this Amendment.
IN WITNESS WHEREOF,
this Amendment has been executed for and on behalf of the undersigned as of September 1, 2018.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By
:_
/s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice President/Managing Director
SCHEDULE I
(UPDATED
AS OF 09/01/18)
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B.
Muni
Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C.
Other Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes SDG Engagement Equity Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend
Fund
Federated MDT Large Cap Value Fund
Federated Muni and Stock Advantage Fund
Exhibit (h)(11) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
TWENTY-SECOND AMENDMENT
TO
AGENCY AGREEMENT FOR SECURITIES LENDING
TRANSACTIONS
BETWEEN
EACH OF THE REGISTERED INVESTMENT COMPANIES
ON BEHALF OF ITS RESPECTIVE SERIES COMPANIES
LISTED ON EXHIBIT B
AND
CITIBANK, N.A.
This Amendment (the “Amendment”)
dated as of December 15, 2017, is between each of the registered investment companies on behalf of its respective series companies,
if any, listed on Exhibit B thereto (each a “Fund”), and Citibank, N.A. (“Bank”).
Reference is made to an Agency Agreement
for Securities Lending Transactions dated October 4, 2004 by and between certain of the Funds and the Bank, as amended from time
to time, and as in effect on the date hereof prior to giving effect to this Amendment (the “Agreement”). The Funds
and the Bank both desire to amend the Agreement to provide for the addition of new Funds to the Agreement.
For value received, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree to amend the
Agreement in the following respects:
1.
Definitions
.
All terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.
2.
Amendments
.
|
(a)
|
The Agreement is hereby amended by deleting Exhibit B (List of Registered Investment Companies)
thereto in its entirety and substituting the
Exhibit B
attached hereto, respectively, therefore. F
ederated Prudent DollarBear
Fund reorganized into Federated Global Total Return Bond Fund on September 22, 2017. Federated Clover Value Fund along with the
standalone Federated MDT Large Cap Value Fund were reorganized into Federated MDT Large Cap Value Fund, a portfolio of Federated
MDT Equity Trust, on December 8, 2017. Federated New York Municipal Income Fund was also reorganized into Federated Municipal Bond
Fund, Inc. on December 8, 2017.
|
3.
Miscellaneous
.
Except to the extent specifically amended by the Amendment, the provisions of the Agreement shall remain unmodified, and the Agreement
is ratified and affirmed as being in full force and effect. This Amendment, the Agreement and the other documents and certificates
referred to in the Agreement constitute the entire understanding of the parties with respect to the subject matter thereof and
superseded all prior and current understanding and agreements, whether written or oral. The Amendment shall be construed in accordance
with the laws of the State of New York.
4.
Effective Date
.
This Amendment shall be effective as of the date first written above.
IN WITNESS WHEREOF, the parties hereto
execute this Agreement as an instrument under the seal by their duly authorized officers by affixing their signatures below.
Each registered investment company on behalf of its respective series as listed on Exhibit B, severally and jointly
|
CITIBANK, N.A.
|
|
|
By:
/s/ Lori A. Hensler
|
By:
/s/ Richard Kissinger
|
Name: Lori A. Hensler
|
Name: Richard Kissinger
|
Title: Treasurer
|
Title: Director
|
Exhibit B
This Exhibit is attached to and made part of the Agency Agreement
for Securities Lending Transactions dated the 4
th
day of October, 2004, as amended from time to time, is between each
of the registered investment companies on behalf of its respective series companies, if any, listed on Exhibit B and Citibank,
N.A.
Registered Investment Companies and
Respective Series Companies
Federated Adjustable Rate Securities
Fund
Federated Core Trust
Emerging Markets Core Fund
Federated Bank Loan Core Fund
Federated Mortgage Core Portfolio
High Yield Bond Portfolio
Federated Core Trust III
Federated Project and Trade Finance Core
Fund
Federated Equity Funds
Federated Absolute Return Fund
Federated Clover Small Value Fund
Federated Global Strategic Value Dividend
Fund
Federated International Strategic Value
Dividend Fund
Federated Kaufmann Fund
Federated Kaufmann Large Cap Fund
Federated Kaufmann Small Cap Fund
Federated MDT Mid-Cap Growth Fund
Federated Prudent Bear Fund
Federated Strategic Value Dividend Fund
Federated Equity Income Fund, Inc.
Federated Fixed Income Securities, Inc
.
Federated Municipal Ultrashort Fund
Federated Strategic Income Fund
Federated Global Allocation Fund
Federated Government Income Securities,
Inc.
Federated Government Income Trust
Federated High Income Bond Fund, Inc.
Federated High Yield Trust
Federated High Yield Trust
Federated Equity Advantage Fund
Federated Income Securities Trust
Federated Capital Income Fund
Federated Fixed Income Opportunity Fund
Federated Floating Rate Strategic Income
Fund
Federated Fund for U.S. Government Securities
Federated Intermediate Corporate Bond Fund
Federated Muni and Stock Advantage Fund
Federated Real Return Bond Fund
Federated Short-Term Income Fund
Federated Index Trust
Federated Max-Cap Index Fund
Federated Mid-Cap Index Fund
Federated Institutional Trust
Federated Government Ultrashort Duration
Fund
Federated Institutional High Yield Bond
Fund
Federated Short-Intermediate Total Return
Bond Fund
Federated Insurance Series
Federated High Income Bond Fund II
Federated Kaufmann Fund II
Federated Managed Tail Risk Fund II
Federated Managed Volatility Fund II
Federated Fund for U.S. Government Securities
II
Federated Quality Bond Fund II
Federated International Series, Inc.
Federated Global Total Return Bond Fund
Federated Investment Series Funds, Inc
.
Federated Bond Fund
Federated MDT Equity Trust
Federated MDT Large Cap Value Fund
Federated MDT Series
Federated MDT All Cap Core Fund
Federated MDT Balanced Fund
Federated MDT Large-Cap Growth Fund
Federated MDT Small-Cap Core Fund
Federated MDT Small-Cap Growth Fund
Federated Managed Pool Series
Federated Corporate Bond Strategy Portfolio
Federated High-Yield Strategy Portfolio
Federated International Dividend Strategy
Portfolio
Federated International Bond Strategy Portfolio
Federated Mortgage Strategy Portfolio
Federated Municipal Bond Fund, Inc.
Federated Municipal Securities Income
Trust
Federated Michigan Intermediate Municipal
Trust
Federated Municipal High Yield Advantage
Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income
Fund
Federated Short-Intermediate Duration
Municipal Trust
Federated Total Return Government Bond
Fund
Federated Total Return Series, Inc
.
Federated Mortgage Fund
Federated Total Return Bond Fund
Federated Ultrashort Bond Fund
Federated U.S. Government Securities
Fund: 1-3 Years
Federated U.S. Government Securities
Fund: 2-5 Years
Federated World Investment Series, Inc.
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company
Fund
Intermediate Municipal Trust
Federated Intermediate Municipal Trust
TWENTY-THIRD AMENDMENT TO THE
AGENCY AGREEMENT
THIS TWENTY-THIRD AMENDMENT effective as of
February 12, 2018 (the “
Amendment
”) hereby amends the Global Securities Lending Agency Agreement (the “
Agency
Agreement
”) dated as of October 4, 2004 as assigned and amended from time to time, between each of the registered investment
companies listed on Exhibit B to the Agency Agreement (each such company a “
Customer
” or a “
Fund
”)
and Citibank, N.A. (“
Bank
”) (collectively, the “
Parties
”). Capitalized terms used but not
defined herein shall have the meaning given to them in the Agency Agreement.
WHEREAS
, the Customer wishes to amend
the Agency Agreement to set forth the market standard borrowing agreements;
WHEREAS, the Customer wishes to amend the Agency
Agreement as set forth in this Amendment to provide for the Bank’s entry into “pay-to-hold” arrangements (“
P2H
Reservation
”) on behalf of the Customer.
NOW, THEREFORE
, in consideration of
the mutual promises and covenants contained herein, the Parties hereby agree as follows:
A new Schedule IV is hereby added
to the Agency Agreement in the form attached hereto.
|
A.
|
As used herein, “P2H Reservation” means an arrangement between the Bank and an Approved
Borrower pursuant to which the Bank, on behalf of the Customer, will cause securities maintained in Designated Accounts to be held
in reserve for possible future borrowing by the Approved Borrower.
|
|
B.
|
A P2H Reservation shall be treated as a Loan for all purposes under the agency Agreement
except
that:
|
|
a.
|
The Customer shall have no obligation to deliver, and the Bank shall not deliver, the securities subject
to the P2H Reservation to the Approved Borrower, whether by causing such securities to be credited to the Approved Borrower’s
securities account or otherwise, and all incidents of ownership of such securities (including all dividends and distributions thereon)
shall be and remain the property of the Lender.
|
|
b.
|
The Approved Borrower shall have no obligation to provide Collateral with respect to a P2H Reservation.
|
|
c.
|
The fee payable by the Approved Borrower to the Customer with respect to the P2H Reservation shall
be negotiated by the Bank with the Approved Borrower. The Bank agrees that it will seek in good faith to establish such fee at
a rate that is consistent with then-current industry norms for lending fees established for securities loan transactions.
|
|
d.
|
The income from a P2H Reservation shall be split between the Customer and the Bank in the same proportion
as fees from ordinary loans.
|
|
C.
|
The Bank shall cause the Securities Lending Agreement between the Bank and an Approved Borrower with
which the Bank enters into a P2H Reservation to conform to the provisions of the Agency Agreement as modified by this Amendment.
|
|
D.
|
A P2H Reservation, unless earlier terminated by the Customer, may be converted to a Loan if requested
by the Approved Borrower and agreed by the Bank. The provisions of the Agency Agreement and the applicable Securities Lending Agreement
(including all fees due to the Customer thereunder) shall apply to a Loan resulting from conversion of a P2H Reservation on the
same basis as such provisions apply to a Loan that has not been subject to a P2H Reservation.
|
|
a)
|
This Amendment supplements and amends the Agency Agreement. The provisions set forth in this Amendment
supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting
provisions of the Agency Agreement or any provisions of the Agency Agreement that directly cover or indirectly bear upon matters
covered under this Amendment.
|
|
b)
|
Each reference to the Agency Agreement in that document and in every other agreement, contract or
instrument to which the Parties are bound, shall hereafter be construed as a reference to the Agency Agreement as separately amended
by this Amendment. Except as provided in this Amendment, the provisions of the Agency Agreement remain in full force and effect.
No amendment or modification to this Amendment shall be valid unless made in writing and executed by each party hereto.
|
|
c)
|
This Amendment may be executed in counterparts, each of which shall be an original but all of which,
taken together, shall constitute one and the same agreement.
|
IN WITNESS WHEREOF, the Parties hereto have
caused this Amendment to be duly executed all as of the day and year first above written.
EACH REGISTERED INVESTMENT COMPANY
ON BEHALF OF ANY APPLICABLE SERIES COMPANY
LISTED ON EXIBIT B TO THEAGENCY AGREEMENT
By:
/s/ Deborah M. Molini
Name:
Deborah M. Molini
Title:
Assistant Fund Treasurer
Date:
February 22, 2018
Acknowledged and agreed:
CITIBANK, N.A., as Agent
By:
/s/ Richard Kissinger
Name:
Richard Kissinger
Title:
Director
Schedule IV
to the Global Securities Lending Agency
Agreement,
Between
CITIBANK, N.A.
, As the Agent
and the Lender
MARKET STANDARD LENDING AGREEMENTS
APPLICABLE LENDING AGREEMENT*
|
Global Master Securities Lending Agreement (May 2000) and
(January 2010)
Master Securities Lending Agreement (1984)
Master Securities Loan Agreement (2000 version)
|
* Note: Agent shall provide Lender with a copy of the
applicable Lending Agreement upon request.
TWENTY-FOURTH AMENDMENT
TO
AGENCY AGREEMENT FOR SECURITIES LENDING
TRANSACTIONS
BETWEEN
EACH OF THE REGISTERED INVESTMENT COMPANIES
ON BEHALF OF ITS RESPECTIVE SERIES COMPANIES
LISTED ON EXHIBIT B
AND
CITIBANK, N.A.
This Amendment (the “Amendment”)
dated as of September 1, 2018, is between each of the registered investment companies on behalf of its respective series companies,
if any, listed on Exhibit B thereto (each a “Fund”), and Citibank, N.A. (“Bank”).
Reference is made to an Agency Agreement
for Securities Lending Transactions dated October 4, 2004 by and between certain of the Funds and the Bank, as amended from time
to time, and as in effect on the date hereof prior to giving effect to this Amendment (the “Agreement”). The Funds
and the Bank both desire to amend the Agreement to provide for the addition of new Funds to the Agreement.
For value received, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree to amend the
Agreement in the following respects:
1.
Definitions
.
All terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.
2.
Amendments
.
|
(a)
|
The Agreement is hereby amended by deleting Exhibit B (List of Registered Investment Companies)
thereto in its entirety and substituting the
Exhibit B
attached hereto, respectively, therefore.
Federated MDT Equity
Trust changed its name to Federated Adviser Series on August 15, 2018, and Federated Hermes SDG Engagement Equity Fund was added
to Federated Adviser Series. On August 17, 2018, Federated Managed Tail Risk Fund II merged into Federated Managed Volatility Fund
II.
|
3.
Miscellaneous
.
Except to the extent specifically amended by the Amendment, the provisions of the Agreement shall remain unmodified, and the Agreement
is ratified and affirmed as being in full force and effect. This Amendment, the Agreement and the other documents and certificates
referred to in the Agreement constitute the entire understanding of the parties with respect to the subject matter thereof and
superseded all prior and current understanding and agreements, whether written or oral. The Amendment shall be construed in accordance
with the laws of the State of New York.
4.
Effective Date
.
This Amendment shall be effective as of the date first written above.
IN WITNESS WHEREOF, the parties hereto
execute this Agreement as an instrument under the seal by their duly authorized officers by affixing their signatures below.
Each registered investment company on behalf of its respective series as listed on Exhibit B, severally and jointly
|
CITIBANK, N.A.
|
|
|
By:
/s/ Lori A. Hensler
|
By:
/s/ Richard Kissinger
|
Name: Lori A. Hensler
|
Name: Richard Kissinger
|
Title: Treasurer
|
Title: Director
|
Exhibit B
This Exhibit is attached to and made part of the Agency Agreement
for Securities Lending Transactions dated the 4
th
day of October, 2004, as amended from time to time, is between each
of the registered investment companies on behalf of its respective series companies, if any, listed on Exhibit B and Citibank,
N.A.
Registered Investment Companies and
Respective Series Companies
Federated Adjustable Rate Securities
Fund
Federated Adviser Series
Federated Hermes SDG Engagement Equity
Fund
Federated MDT Large Cap Value Fund
Federated Core Trust
Emerging Markets Core Fund
Federated Bank Loan Core Fund
Federated Mortgage Core Portfolio
High Yield Bond Portfolio
Federated Core Trust III
Federated Project and Trade Finance Core
Fund
Federated Equity Funds
Federated Absolute Return Fund
Federated Clover Small Value Fund
Federated Global Strategic Value Dividend
Fund
Federated International Strategic Value
Dividend Fund
Federated Kaufmann Fund
Federated Kaufmann Large Cap Fund
Federated Kaufmann Small Cap Fund
Federated MDT Mid-Cap Growth Fund
Federated Prudent Bear Fund
Federated Strategic Value Dividend Fund
Federated Equity Income Fund, Inc.
Federated Fixed Income Securities, Inc
.
Federated Municipal Ultrashort Fund
Federated Strategic Income Fund
Federated Global Allocation Fund
Federated Government Income Securities,
Inc.
Federated Government Income Trust
Federated High Income Bond Fund, Inc.
Federated High Yield Trust
Federated High Yield Trust
Federated Equity Advantage Fund
Federated Income Securities Trust
Federated Capital Income Fund
Federated Fixed Income Opportunity Fund
Federated Floating Rate Strategic Income
Fund
Federated Fund for U.S. Government Securities
Federated Intermediate Corporate Bond Fund
Federated Muni and Stock Advantage Fund
Federated Real Return Bond Fund
Federated Short-Term Income Fund
Federated Index Trust
Federated Max-Cap Index Fund
Federated Mid-Cap Index Fund
Federated Institutional Trust
Federated Government Ultrashort Duration
Fund
Federated Institutional High Yield Bond
Fund
Federated Short-Intermediate Total Return
Bond Fund
Federated Insurance Series
Federated High Income Bond Fund II
Federated Kaufmann Fund II
Federated Managed Volatility Fund II
Federated Fund for U.S. Government Securities
II
Federated Quality Bond Fund II
Federated International Series, Inc.
Federated Global Total Return Bond Fund
Federated Investment Series Funds, Inc
.
Federated Bond Fund
Federated MDT Series
Federated MDT All Cap Core Fund
Federated MDT Balanced Fund
Federated MDT Large-Cap Growth Fund
Federated MDT Small-Cap Core Fund
Federated MDT Small-Cap Growth Fund
Federated Managed Pool Series
Federated Corporate Bond Strategy Portfolio
Federated High-Yield Strategy Portfolio
Federated International Dividend Strategy
Portfolio
Federated International Bond Strategy Portfolio
Federated Mortgage Strategy Portfolio
Federated Municipal Bond Fund, Inc.
Federated Municipal Securities Income
Trust
Federated Michigan Intermediate Municipal
Trust
Federated Municipal High Yield Advantage
Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income
Fund
Federated Short-Intermediate Duration
Municipal Trust
Federated Total Return Government Bond
Fund
Federated Total Return Series, Inc
.
Federated Mortgage Fund
Federated Total Return Bond Fund
Federated Ultrashort Bond Fund
Federated U.S. Government Securities
Fund: 1-3 Years
Federated U.S. Government Securities
Fund: 2-5 Years
Federated World Investment Series, Inc.
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company
Fund
Intermediate Municipal Trust
Federated Intermediate Municipal Trust
Exhibit (h)(12) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SCHEDULE 1
TO SECOND AMENDED AND RESTATED SERVICES AGREEMENT
(revised 09/01/2018)
The following lists the Funds and Shares subject to the Second Amended
and Restated Services Agreement (“Agreement”) which have the ability to charge the maximum 0.25% Service Fee payable
by the Funds pursuant to the Agreement.
FEDERATED ADJUSTABLE RATE SECURITIES FUND
|
Institutional Shares
|
|
|
Service Shares
|
|
|
|
FEDERATED ADVISER SERIES
|
|
Federated Hermes SDG Engagement Equity Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Institutional Shares
|
|
Federated MDT Large Cap Value Fund
|
Service Shares
|
|
|
Class A Shares
|
|
|
Class T Shares
|
|
|
|
FEDERATED EQUITY FUNDS
|
|
Federated Absolute Return Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Clover Small Value Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Global Strategic Value Dividend Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
Federated International Strategic Value Dividend Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Kaufmann Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class R Shares
|
|
|
Class T Shares
|
|
Federated Kaufmann Large Cap Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Kaufmann Small Cap Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated MDT Mid Cap Growth Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Prudent Bear Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Strategic Value Dividend Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
FEDERATED EQUITY INCOME FUND, INC.
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class F Shares
|
|
|
Class T Shares
|
FEDERATED FIXED INCOME SECURITIES, INC.
|
|
Federated Municipal Ultrashort Fund
|
Class A Shares
|
|
|
|
|
Federated Strategic Income Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class F Shares
|
|
|
Class T Shares
|
|
|
|
FEDERATED GLOBAL ALLOCATION FUND
|
Class A Shares
|
|
|
Class C Shares
|
|
Class T Shares
|
|
|
FEDERATED GOVERNMENT INCOME SECURITIES, INC.
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class F Shares
|
|
|
Class T Shares
|
|
|
|
FEDERATED GOVERNMENT INCOME TRUST
|
|
Federated Government Income Trust
|
Institutional Shares
|
|
|
Service Shares
|
|
|
|
FEDERATED HIGH INCOME BOND FUND, INC.
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
FEDERATED HIGH YIELD TRUST
|
|
|
Federated High Yield Trust
|
Service Shares
|
|
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Equity Advantage Fund
|
Class A Shares
|
FEDERATED INCOME SECURITIES TRUST
|
|
Federated Capital Income Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class F Shares
|
|
|
Class T Shares
|
|
Federated Floating Rate Strategic Income Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
Federated Fund for U.S. Government Securities
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Intermediate Corporate Bond Fund
|
Institutional Shares
|
|
|
Service Shares
|
|
Federated Muni and Stock Advantage Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class F Shares
|
|
|
Class T Shares
|
|
Federated Real Return Bond Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Institutional Shares
|
|
Federated Short-Term Income Fund
|
Class A Shares
|
|
|
Class Y Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
|
|
FEDERATED INDEX TRUST
|
|
Federated Max-Cap Index Fund
|
Class C Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
Federated Mid-Cap Index Fund
|
Service Shares
|
|
|
|
FEDERATED INSTITUTIONAL TRUST
|
|
Federated Government Ultrashort Duration Fund
|
Class A Shares
|
|
|
Service Shares
|
|
Federated Institutional High Yield Bond Fund
|
|
|
|
|
|
Federated Short-Intermediate Total Return Bond Fund
|
Class A Shares
|
|
|
Service Shares
|
|
FEDERATED INSURANCE SERIES
|
|
Federated Fund for US Government Securities II
|
|
|
Federated High Income Bond Fund II
|
Primary Shares
|
|
|
Service Shares
|
|
Federated Kaufmann Fund II
|
Primary Shares
|
|
|
Service Shares
|
|
Federated Managed Volatility Fund II
|
|
|
Federated Government Money Fund II
|
Primary Shares
|
|
Service Shares
|
|
|
FEDERATED INTERNATIONAL SERIES, INC.
|
|
Federated Global Total Return Bond Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
|
FEDERATED INVESTMENT SERIES FUNDS, INC.
|
|
Federated Bond Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class F Shares
|
|
|
Class T Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FEDERATED MDT SERIES
|
|
Federated MDT All Cap Core Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated MDT Large Cap Growth Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated MDT Small Cap Core Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated MDT Small Cap Growth Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated MDT Balanced Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
|
|
|
|
|
|
|
FEDERATED MUNICIPAL BOND FUND, INC.
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class F Shares
|
|
|
Class T Shares
|
|
|
Institutional Shares
|
FEDERATED MUNICIPAL SECURITIES INCOME TRUST
|
|
Federated Michigan Intermediate Municipal Trust
|
Class A Shares
|
|
Federated Municipal High Yield Advantage Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class F Shares
|
|
|
Class T Shares
|
|
Federated Ohio Municipal Income Fund
|
Class A Shares
|
|
|
Class F Shares
|
|
Federated Pennsylvania Municipal Income Fund
|
Class A Shares
|
|
|
Class A Shares
|
|
|
Class T Shares
|
FEDERATED SHORT-INTERMEDIATE DURATION MUNICIPAL TRUST
|
Class A Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
|
|
FEDERATED TOTAL RETURN GOVERNMENT BOND FUND
|
Service Shares
|
|
|
|
FEDERATED TOTAL RETURN SERIES, INC.
|
|
Federated Mortgage Fund
|
Institutional Shares
|
|
|
Service Shares
|
|
|
|
|
Federated Total Return Bond Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Service Shares
|
|
|
Class T Shares
|
|
Federated Ultrashort Bond Fund
|
Class A Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
FEDERATED U.S. GOVERNMENT SECURITIES FUND: 1-3 YEARS
|
Institutional Shares
|
|
|
Service Shares
|
|
|
|
FEDERATED U.S. GOVERNMENT SECURITIES FUND: 2-5 YEARS
|
Institutional Shares
|
|
|
Service Shares
|
|
|
|
FEDERATED WORLD INVESTMENT SERIES, INC.
|
|
Federated Emerging Market Debt Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
|
|
Federated International Leaders Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated International Small-Mid Company Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
INTERMEDIATE MUNICIPAL TRUST
|
|
Federated Intermediate Municipal Trust
|
Institutional Shares
|
|
|
|
MONEY MARKET OBLIGATIONS TRUST
|
|
Federated California Municipal Cash Trust
|
Capital Shares
|
|
|
Cash II Shares
|
|
|
Cash Series Shares
|
|
|
Wealth Shares
|
|
|
Service Shares
|
|
Federated Capital Reserves Fund
|
|
|
Federated Georgia Municipal Cash Trust
|
|
|
Federated Government Obligations Fund
|
Advisor Shares
|
|
|
Capital Shares
|
|
|
Cash II Shares
|
|
|
Cash Series Shares
|
|
|
Class R Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
|
Trust Shares
|
|
Federated Government Obligations Tax-Managed Fund
|
Automated Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
Federated Government Reserves Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class F Shares
|
|
|
Class P Shares
|
|
Federated Massachusetts Municipal Cash Trust
|
Cash Series Shares
|
|
|
Service Shares
|
|
Federated Institutional Prime 60 Day Fund
|
Premier Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
|
|
|
Federated Institutional Money Market Management
|
Capital Shares
|
|
|
Eagle Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
Federated Municipal Obligations Fund
|
Automated Shares
|
|
|
Capital Shares
|
|
|
Cash II Shares
|
|
|
Cash Series Shares
|
|
|
Wealth Shares
|
|
|
Investment Shares
|
|
|
Service Shares
|
|
Federated Municipal Trust
|
|
|
Federated New York Municipal Cash Trust
|
Cash II Shares
|
|
|
Cash Series Shares
|
|
|
Service Shares
|
|
|
Wealth Shares
|
|
Federated Pennsylvania Municipal Cash Trust
|
Cash Series Shares
|
|
|
Wealth Shares
|
|
|
Service Shares
|
|
Federated Prime Cash Obligations Fund
|
Advisor Shares
|
|
|
Automated Shares
|
|
|
Capital Shares
|
|
|
Cash II Shares
|
|
|
Cash Series Shares
|
|
|
Class R Shares
|
|
|
Wealth Shares
|
|
|
Service Shares
|
|
|
Trust Shares
|
|
Federated Institutional Prime Obligations Fund
|
Automated Shares
|
|
|
Capital Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
|
Trust Shares
|
|
Federated Institutional Prime Value Obligations Fund
|
Capital Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
Federated Tax-Free Obligations Fund
|
Advisor Shares
|
|
|
Service Shares
|
|
|
Wealth Shares
|
|
Federated Institutional Tax-Free Cash Trust
|
Institutional Shares
|
|
|
Premier Shares
|
|
Federated Treasury Obligations Fund
|
Automated Shares
|
|
|
Capital Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
|
Trust Shares
|
|
Federated Trust for U.S. Treasury Obligations
|
Cash II Shares
|
|
|
Cash Series Shares
|
|
|
Institutional Shares
|
|
Federated U.S. Treasury Cash Reserves
|
Institutional Shares
|
|
|
Service Shares
|
|
Federated Virginia Municipal Cash Trust
|
Cash Series Shares
|
|
|
Service Shares
|
Exhibit (h)(13) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FUND EXPENSE/COMMISSION RECAPTURE SERVICES
AGREEMENT
dated the 1
st
day of September, 2005
(revised 09/01/2018)
Between
STATE STREET GLOBAL MARKETS, LLC
and
CERTAIN FEDERATED FUNDS
Federated Adjustable Rate Securities Fund
Federated Adviser Series
(formerly Federated MDT Equity Trust)
Federated MDT Large Cap Value Fund
Federated Core Trust
Emerging Markets Core Fund
Federated Bank Loan Core Fund
Federated Mortgage Core Portfolio
High-Yield Bond Portfolio
Federated Equity Funds
Federated Clover Small Value Fund
Federated Global Strategic Value Dividend Fund
Federated Kaufmann Fund
Federated Kaufmann Large Cap Fund
Federated Kaufmann Small Cap Fund
Federated MDT Mid-Cap Growth Fund
Federated Prudent Bear Fund
Federated Strategic Value Dividend Fund
Federated Equity Income Fund, Inc.
Federated Fixed Income Securities, Inc.
Federated Strategic Income Fund
Federated Global Allocation Fund
Federated Government Income Securities, Inc.
Federated Government Income Trust
Federated High Income Bond Fund, Inc.
Federated High Yield Trust
Federated Equity Advantage Fund
Federated Income Securities Trust
Federated Capital Income Fund
Federated Floating Rate Strategic Income Fund
Federated Fund for U.S. Government Securities
Federated Intermediate Corporate Bond Fund
Federated Real Return Bond Fund
Federated Short-Term Income Fund
Federated Index Trust
Federated Max-Cap Index Fund
Federated Mid-Cap Index Fund
Federated Institutional Trust
Federated Government Ultrashort Duration Fund
Federated Institutional High Yield Bond Fund
Federated Short-Intermediate Total Return Bond Fund
Federated Insurance Series
Federated Fund for U.S. Government Securities
II
Federated High Income Bond Fund II
Federated Kaufmann Fund II
Federated Managed Volatility Fund II
Federated Government Money Fund II
Federated Quality Bond Fund II
Federated Investment Series Funds, Inc.
Federated Bond Fund
Federated Managed Pool Series
Federated Corporate Bond
Strategy Portfolio
Federated High-Yield Strategy
Portfolio
Federated Mortgage Strategy
Portfolio
Federated MDT Series
Federated MDT All Cap Core Fund
Federated MDT Balanced Fund
Federated MDT Large Cap Growth Fund
Federated MDT Small Cap Growth Fund
Federated MDT Small Cap Core Fund
Federated Total Return Government Bond Fund
Federated Total Return Series, Inc.
Federated Mortgage Fund
Federated Total Return Bond Fund
Federated Ultrashort Bond Fund
Federated U.S. Government Securities Fund: 1-3 Years
Federated U.S. Government Securities Fund: 2-5 Years
Money Market Obligations Trust
Federated California Municipal Cash Trust
Federated Georgia Municipal Cash Trust
Federated Government Obligations Fund
Federated Massachusetts Municipal
Cash Trust
Federated Institutional Prime 60
Day Fund
Federated Institutional Money Market Management
Federated Municipal Obligations Fund
Federated New York Municipal Cash Trust
Federated Pennsylvania Municipal Cash Trust
Federated Prime Cash Obligations Fund
Federated Institutional Prime Obligations Fund
Federated Institutional Prime Value Obligations
Fund
Federated Tax-Free Obligations Fund
Federated Institutional Tax Free Cash Trust
Federated Treasury Obligations Fund
Federated Trust for U.S. Treasury Obligations
Federated Virginia Municipal Cash Trust
FUND SERIES
By:
/s/ Lori A. Hensler
Authorized Fund Representative
Name: Lori A. Hensler
Title: Treasurer
Date: 12-15-17
Exhibit (h)(14) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SERVICES AGREEMENT
THIS AGREEMENT, dated and effective as
of January 1, 2004 (this “Agreement”) between FEDERATED GLOBAL INVESTMENT MANAGEMENT CORP., a New York corporation
(the “Adviser”), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware statutory trust (“FASC”),
WITNESSETH:
WHEREAS, the Adviser serves pursuant
to advisory or subadvisory agreements (“Advisory Agreements”) as investment advisor or subadvisor to investment companies
registered under the Investment Company Act of 1940 (the “1940 Act”) and/or separate accounts not required to be so
registered (collectively, “Accounts”); and
WHEREAS, the Adviser desires to engage
FASC to provide certain services to Adviser in connection with the services to be provided by the Adviser under the Advisory Agreements;
NOW, THEREFORE, the parties hereto, intending
to be legally bound, agree as follows:
1.
Services
. FASC agrees to provide
to the Adviser the services indicated in Exhibit A to this Agreement (the “Services”).
2.
Fees
. For its Services under
this Agreement, Adviser agrees to pay FASC the Services Fees calculated and payable in accordance with Exhibit B to this Agreement.
3.
Records
. FASC shall create
and maintain all necessary books and records in accordance with all applicable laws, rules and regulations, including but not limited
to records required by Section 31(a) of the 1940 Act and the rules thereunder, as the same may be amended from time to time, pertaining
to the Services performed by it and not otherwise created and maintained by another party. Where applicable, such records shall
be maintained by FASC for the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining
to any Account which are in the possession of FAS shall be the property of such Account. The Account, or its owners or authorized
representatives, shall have access to such books and records at all times during FASC's normal business hours. Upon reasonable
request, copies of any such books and records shall be provided promptly by FASC to the Account or the Account's owners or authorized
representatives.
4.
Limitation of Liability and Indemnification
.
(a) FASC shall not be responsible for
any error of judgment or mistake of law or for any loss suffered by the Advisor or any Account in connection with the matters to
which this Agreement relates, except a loss resulting from willful malfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.
(b) The Adviser shall indemnify FASC
and shall hold FASC harmless from and against any liability to any Account or to any other person which may incurred by or asserted
against FASC for any action taken or omitted by it in performing the Services in accordance with the above standards, and any expenses
(including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself
against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability
which is reasonably likely to result in a claim for indemnification under this Section; provided that the failure to give such
notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent
it results in actual prejudice. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which
may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the
claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for
the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall
not be obligated to indemnify FASC for any further legal or other expenses incurred in investigating or defending such claim, except
those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it
may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30
days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify
FASC for any liability resulting therefrom.
(c) The Adviser and FASC are each hereby
expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees
that the obligations of the other party pursuant to this Agreement shall be limited solely to such party and its assets, and neither
party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other
party, or any of them.
5.
Duration and Termination
.
(a) Subject to the remaining provisions
of this Section, the term of this Agreement shall begin on the effective date first above written and shall continue until terminated
by mutual agreement of the parties hereto or by either party on not less than 60 days’ written notice to the other party
hereto.
(b) Notwithstanding the foregoing, to
the extent that the Services to be provided with respect to any Account which is registered as an investment company under the
1940 Act (herein referred to as a “registered investment company”) are services referred to in the definition of “investment
advisor” under Section 202(a)(11) of the Investment Company Act of 1940 (herein referred to as “investment advisory
services”), then with respect to such Account, this Agreement:
(i) shall not commence until the
effective date of its approval by the board of directors or trustees (“Board”) of such Account;
(ii) shall continue from year to
year thereafter, subject to the provisions for termination and all other terms and conditions hereof, only if such continuation
shall be specifically approved at least annually by a majority of the Board, including a majority of the members of the Board who
are not parties to this Agreement or interested persons of any such party (other than as members of the Board) cast in person at
a meeting called for that purpose;
(iii) may be terminated at any
time without the payment of any penalty by the Board or by a vote of a majority of the outstanding voting securities (as defined
in Section 2(a)(42) of the 1940 Act) of the Account on 60 days’ written notice to the Adviser;
(iv) shall automatically terminate
in the event of (A) its assignment (as defined in the 1940 Act) or (B) termination of the Advisory Agreement for any reason whatsoever.
6.
Amendment
. This Agreement may
be amended at any time by mutual written agreement of the parties hereto; provided, however, that no Amendment to this Agreement
shall be effective with respect to any investment advisory services to be provided to any Account which is registered investment
company unless, to the extent required by Section 15(a)(2) of the 1940 Act, such amendment has been approved both by the vote of
a majority of the Board of the Account, including a majority of the members of the Board who are not parties to this Agreement
or interested persons of any such party (other than as members of the Board), cast in person at a meeting called for that purpose
and, where required by Section 15(a)(2) of the 1940 Act, on behalf of the Account by a majority of the outstanding voting securities
of such Account as defined in Section 2(a)(42) of the 1940 Act.
7.
Governing Law
. This Agreement
shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
8.
Section Headings; Counterparts
.
The underlined Section headings in this Agreement are for convenience of reference only and shall not affect its construction or
interpretation. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy
of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto,
through their duly authorized officers, have executed this Agreement as of the effective date first above written.
FEDERATED GLOBAL INVESTMENT MANAGEMENT
CORP.
By:
/s/ G. Andrew Bonnewell
Name: G. Andrew Bonnewell
Title: Vice President
|
FEDERATED ADVISORY SERVICES COMPANY
By:
/s/ Keith M. Schappert
Name: Keith M. Schappert
Title: President
|
EXHIBIT A
DESCRIPTION OF SERVICES
The following are the categories of Services
to be provided by FASC to the Adviser pursuant to the Agreement:
1.
|
Performance attribution
. Performance attribution enables portfolio managers and senior management to identify the specific drivers behind each portfolio’s performance. Performance attribution analysts are responsible for data integrity, creation of attribution reports and maintenance of attribution models.
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2.
|
Administration and Risk Management
. Employees of Federated Advisory Services Company provide support to portfolio managers and other employees of affiliated advisers. Such services may include development of risk management programs, production of portfolio and compliance reports for clients and/or fund Boards, completion of required broker and custody documentation, development and documentation of operational procedures, coordination of proxy voting activities, on-site support of hardware and software, etc.
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3.
|
Equity Trading and Transaction Settlement
. The equity trading desks execute buy and sell orders based on instructions provided by affiliated advisers. The trading staff either places orders electronically or contacts brokers to place orders, find liquidity and seek price levels. Upon completion of a transaction, the transaction settlement group works with the broker and the account custodian to insure timely and accurate exchange of securities and monies.
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4.
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Fundamental analysis
. The equity investment analysts provide independent research and analysis of specific companies within a sector. Typically, analysis includes review of published reports, interviews of company management, on-site observation of company operations, and the use of various financial models. In addition, analysts read trade journals, attend industry conferences, and focus on trends within the sector and industry. Based on this proprietary analysis, the analyst makes buy, sell or hold recommendations to the adviser.
|
5.
|
Quantitative Analysis
. Quantitative analysts develop and apply financial models designed to enable equity portfolio managers and fundamental analysts to screen potential and current investments, assess relative risk and enhance performance relative to benchmarks and peers.
|
Categories 1 and 2 above shall not be
treated as “investment advisory services” for purposes of Section 5(b) of the Agreement. Categories 3, 4 and 5 above
shall be treated as “investment advisory services” for purposes of Section 5(b) of the Agreement.
EXHIBIT B
CALCULATION AND PAYMENT
OF SERVICES FEES
For each Category of Services referenced
in Exhibit A, Adviser shall pay FASC a Services Fee, payable monthly in arrears, determined according to the following formula:
Services Fee
|
=
|
Cost of Services
|
x
|
Adviser’s Assets under Management
Total Assets Under Management
|
x
|
(1 + Applicable Margin)
|
Where:
“Cost of Services”
is FASC’s total Operating Costs incurred in providing the applicable Category of Services during the month to all investment
advisers for which FASC provides that Category of Services.
“Adviser’s Assets under
Management” is the total average assets under management for the month for all Accounts or portions thereof for which the
Adviser acts as investment adviser or subadvisor and which utilize the Category of Services.
“Total Assets under Management”
is the total average assets under management for the month for all Accounts or portions thereof for which all investment advisers
(including the Adviser) to which FASC provides that Category of Services act as investment adviser or subadviser and which utilize
the Category of Services.
“Applicable Margin”
is 0.10.
“Operating Costs” means
all operating expenses and non-operating expenses of FASC for the cost center(s) providing the applicable Category of Services.
AMENDMENT TO SERVICES AGREEMENT
This AMENDMENT
TO SERVICES AGREEMENT, dated and effective as of March 30, 2009 (this “Amendment”), is made between FEDERATED GLOBAL
INVESTMENT MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware
statutory trust (“FASC”). Capitalized terms used, but not defined, in this Amendment have the meanings given to such
terms in the Services Agreement (as defined below).
RECITALS
WHEREAS, the Adviser
and FASC have entered into that certain Services Agreement dated as of January 1, 2004 (as amended, the “Services Agreement”),
pursuant to which FASC provides certain performance attribution, administration and risk management, equity trading and transaction
settlement, fundamental analysis, and quantitative analysis services to Adviser in connection with Adviser providing investment
advisory or sub-advisory services to investment companies registered under the Investment Company Act of 1940 (“1940 Act”)
and/or separate accounts not required to be so registered (collectively, “Accounts”); and
WHEREAS, the Adviser
and FASC desire to amend the Services indicated in Exhibit A to the Services Agreement, solely with respect to Accounts that are
not investment companies registered under the 1940 Act, to provide that, as part of the administration and risk management services
provided by FASC, FASC may provide certain coordination of client portfolios and related fixed income trade execution implementation
and administration services to Adviser when Adviser is acting as adviser or sub-adviser with respect to such Accounts.
NOW, THEREFORE,
the parties hereto, intending to be legally bound, agree as follows:
1.
Amendment
to Exhibit A to Services Agreement
. Solely with respect to Accounts that are not investment companies registered under the
1940 Act, the section of Exhibit A to the Services Agreement entitled “Administration and Risk Management” shall be,
and hereby is, deleted in its entirety and replaced with the following:
“2.
Administration
and Risk Management
. Employees of Federated Advisory Services Company provide support to portfolio managers and other employees
of affiliated advisers. Such services may include development of risk management programs, production of portfolio and compliance
reports for clients and/or fund Boards, coordination of client portfolios and related fixed income trade execution implementation
and administration, completion of required broker and custody documentation, development and documentation of operational procedures,
coordination of proxy voting activities, on-site support of hardware and software, etc.”
2.
Miscellaneous
.
This Amendment shall be effective as of the date first above written upon its execution and delivery by each of the parties hereto.
The Services Agreement, as amended by this Amendment with respect to Accounts that are not investment companies registered under
the 1940 Act, shall remain in full force and effect. The Services Agreement also shall remain in full force and effect without
amendment with respect to Accounts that are investment companies under the 1940 Act. This Amendment shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania. This Amendment may be executed in one or more counterparts, each
of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute
one and the same agreement.
IN WITNESS WHEREOF,
the parties hereto, through their duly authorized officers, have executed this Amendment as of the date first above written.
FEDERATED GLOBAL INVESTMENT FEDERATED ADVISORY SERVICES
COMPANY
MANAGEMENT CORP.
By:
/s/ John B. Fisher
By:
/s/
J. Christopher Donahue
Name:
John B. Fisher
Name:
J.
Christopher Donahue
Title:
President
Title:
Chairman
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated
as of January 1, 2004, that
FEDERATED GLOBAL INVESTMENT MANAGEMENT CORP.
, a corporation duly organized under the laws of
the State of Delaware (the “Adviser”), does hereby nominate, constitute and appoint
FEDERATED ADVISORY SERVICES
COMPANY
, a statutory trust duly organized under the laws of the State of Delaware ("FASC"), to act hereunder as the
true and lawful agent and attorney-in-fact of the Adviser, acting on behalf of each of the funds or accounts for which Adviser
acts as investment adviser or subadviser shown on Schedule 1 attached hereto and incorporated by reference herein (each such fund
or account being hereinafter referred to as a "Fund" and collectively as the "Funds"), for the specific purpose
of executing and delivering all such agreements, instruments, contracts, assignments, bond powers, stock powers, transfer instructions,
receipts, waivers, consents and other documents, and performing all such acts, as Adviser, or FASC acting as agent for the Adviser
pursuant to the Services Agreement dated as of January 1, 2004 between the Adviser and FASC (such agreement, as may be amended,
supplemented or otherwise modified from time to time is hereinafter referred to as the “Services Agreement”), may deem
necessary or reasonably desirable, related to the acquisition, disposition and/or reinvestment of the funds and assets of a Fund
in accordance with Adviser's supervision of the investment, sale and reinvestment of the funds and assets of each Fund pursuant
to the authority granted to the Adviser as investment adviser or subadviser of each Fund under the Adviser’s investment advisory
or subadvisory contract for such Fund (such investment advisory or subadvisory contract, as may be amended, supplemented or otherwise
modified from time to time is hereinafter referred to as the "Investment Advisory Contract").
The Adviser hereby ratifies and confirms
as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof. However, despite
the above provisions, nothing herein shall be construed as imposing a duty on FASC to act or assume responsibility for any matters
referred to above or other matters even though FASC may have power or authority hereunder to do so. Nothing in this Limited Power
of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract,
(ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment
Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments
and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or
asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance
of its duties as the investment adviser or subadviser of any of the Funds.
The Adviser hereby agrees to indemnify
and save harmless FASC and its trustees, officers and employees (each of the foregoing an "Indemnified Party" and collectively
the "Indemnified Parties") against and from any and all losses, obligations, penalties, actions, judgments and suits
and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against
an Indemnified Party, other than as a consequence of gross negligence or willful misconduct on the part of an Indemnified Party,
arising out of or in connection with this Limited Power of Attorney or any other agreement, instrument or document executed in
connection with the exercise of the authority granted to FASC herein to act on behalf of the Adviser, including without limitation
the reasonable costs, expenses and disbursements in connection with defending such Indemnified Party against any claim or liability
related to the exercise or performance of any of FASC's powers or duties under this Limited Power of Attorney or any of the other
agreements, instruments or documents executed in connection with the exercise of the authority granted to FASC herein to act on
behalf of the Adviser, or the taking of any action under or in connection with any of the foregoing. The obligations of the Adviser
under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by FASC on behalf
of the Adviser during the term of this Limited Power of Attorney.
Any person, partnership, corporation
or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is
hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and
that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of
any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in
its capacity as attorney-in-fact for the Adviser.
Each person, partnership, corporation
or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby
expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose
behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers
and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or
corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of
such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other
Fund.
The execution of this Limited Power of
Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied
joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking
of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute
or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited
only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.
The Adviser hereby agrees that no person,
partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder
and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority
unless such person, partnership, corporation or other legal entity has received prior written notice from the Adviser that this
Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the
cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser’s
Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities
herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be
effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.
This Limited Power of Attorney constitutes
the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the
Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to
FASC a later dated version of Schedule 1. This Limited Power of Attorney shall bind and benefit the respective successors and assigns
of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute
attorney in fact for the Adviser or any Fund.
This Limited Power of Attorney shall
be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts
of laws. If any provision hereof, or any power or authority conferred upon FASC herein, would be invalid or unexercisable under
applicable law, then such provision, power or authority shall be deemed modified to the extent necessary to render it valid or
exercisable while most nearly preserving its original intent, and no provision hereof, or power or authority conferred upon FASC
herein, shall be affected by the invalidity or the non-exercisability of another provision hereof, or of another power or authority
conferred herein.
This Limited Power of Attorney may be
executed in as many identical counterparts as may be convenient and by the different parties hereto on separate counterparts. This
Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and
FASC shall have accepted its appointment by executing this Limited Power of Attorney. Immediately after the execution of a counterpart
original of this Limited Power of Attorney and solely for the convenience of the parties hereto, the Adviser and FASC will execute
sufficient counterparts so that FASC shall have a counterpart executed by it and the Adviser, and the Adviser shall have a counterpart
executed by the Adviser and FASC. Each counterpart shall be deemed an original and all such taken together shall constitute but
one and the same instrument, and it shall not be necessary in making proof of this Limited Power of Attorney to produce or account
for more than one such counterpart.
IN WITNESS WHEREOF, the Adviser has caused
this Limited Power of Attorney to be executed by its duly authorized officer as of the date first written above.
FEDERATED GLOBAL INVESTMENT MANAGEMENT CORP.
By:
/s/ Keith M. Schappert
Name Keith M. Schappert
Title: President
Accepted and agreed to this
January 1, 2004
FEDERATED ADVISORY SERVICES COMPANY
By:
/s/ G. Andrew Bonnewell
Name: G. Andrew Bonnewell
Title: Vice President
Schedule 1
to Limited Power of Attorney
dated as of January 1, 2004
(revised as of September 1, 2018)
by
FEDERATED GLOBAL INVESTMENT MANAGEMENT
CORP.
(the Adviser "),
acting on behalf of each of the funds and accounts
listed below, and appointing
FEDERATED ADVISORY SERVICES COMPANY
the attorney-in-fact of the Adviser
List of Funds and Accounts
Federated Global Allocation Fund
Federated Clover Small Value Fund
Federated Hermes SDG Engagement Equity Fund
Federated International Small-Mid Company Fund
Federated International Leaders Fund
Federated Managed Volatility Fund II
Federated Managed Volatility Strategy Portfolio
AS - Federated Aggressive Growth
LVM 13
LVM 31
LVM Europa-Atkien
LVM Inter-Aktien
LVM Profutur
Onatl - International Portfolio
Onatl - International Small Company Fund
Exhibit (i) (2) under Form N-1A
Exhibit 5 under Item 601/Reg. S-K
November 1, 2018
Federated Adviser Series (formerly,
Federated MDT Equity Trust)
4000 Ericsson Drive
Warrendale, PA 15086-7561
|
Ladies and Gentlemen:
We have acted
as counsel to Federated Adviser Series, a Delaware statutory trust (the “
Trust
”), in connection with Post-Effective
Amendment No. 5 (the “
Post-Effective Amendment
”) to the Trust's registration statement on Form N-1A (File Nos.
333-218374; 811-23259) (the “
Registration Statement
”), to be filed with the U. S. Securities and Exchange Commission
(the “
Commission
”) on or about November 1, 2018, registering an indefinite number of shares of beneficial interest
in the series of the Trust and classes thereof listed in Schedule A to this opinion letter (the “
Shares
”) under
the Securities Act of 1933, as amended (the “
Securities Act
”).
This opinion letter
is being delivered at your request in accordance with the requirements of paragraph 29 of Schedule A of the Securities Act and
Item 28(i) of Form N-1A under the Securities Act and the Investment Company Act of 1940, as amended (the “
Investment Company
Act
”).
For purposes of
this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
|
(i)
|
the relevant portions of the prospectus and statement of additional information (collectively, the “
Prospectus
”) filed as part of the Post-Effective Amendment;
|
|
(ii)
|
the Trust’s certificate of trust, governing instrument, and bylaws in effect on the date of this opinion letter; and
|
|
(iii)
|
the resolutions adopted by the trustees of
the Trust relating to the Post-Effective Amendment and the establishment and designation of the Fund and the Shares of each class,
and the authorization for issuance and sale of the Shares.
|
We also have examined and relied upon
certificates of public officials and, as to certain matters of fact that are material to our opinions, we have relied on a certificate
of an officer of the Trust. We have not independently established any of the facts on which we have so relied.
For purposes of
this opinion letter, we have assumed the accuracy and completeness of each document submitted to us, the genuineness of all signatures
on original documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as facsimile, electronic, certified, conformed, or photostatic copies thereof, and the due execution
and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have further
assumed the legal capacity of natural persons, that persons identified to us as officers of the Trust are actually serving in such
capacity, and that the representations of officers of the Trust are correct as to matters of fact. We have not independently verified
any of these assumptions.
The opinions expressed
in this opinion letter are based on the facts in existence and the laws in effect on the date hereof and are limited to the Delaware
Statutory Trust Act and the provisions of the Investment Company Act that are applicable to equity securities issued by registered
open-end investment companies. We are not opining on, and we assume no responsibility for, the applicability to or effect on any
of the matters covered herein of any other laws.
Based upon and
subject to the foregoing, it is our opinion that (1) the Shares to be issued pursuant to the Post-Effective Amendment, when issued
and paid for by the purchasers upon the terms described in the Post-Effective Amendment will be validly issued, and (2) such purchasers
will have no obligation to make any further payments for the purchase of the Shares or contributions to the Trust solely by reason
of their ownership of the Shares.
This opinion is
rendered solely in connection with the filing of the Post-Effective Amendment and supersedes any previous opinions of this firm
in connection with the issuance of Shares. We hereby consent to the filing of this opinion with the Commission in connection with
the Post-Effective Amendment. In giving this consent, we do not thereby admit that we are experts with respect to any part of the
Registration Statement or Prospectus within the meaning of the term “expert” as used in Section 11 of the Securities
Act or the rules and regulations promulgated thereunder by the Commission, nor do we admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ K&L Gates LLP
K&L Gates LLP
Schedule A
Federated Hermes SDG Engagement Equity
Fund
Class A Shares
Class C Shares
Class R6 Shares
Institutional Shares
Exhibit (m) (3) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
EXHIBIT D
to the
Distribution Plan
Federated Hermes SDG Engagement Equity
Fund
Class
A Shares
This Exhibit to the Distribution
Plan is adopted as of the 15
th
day of August, 2018, by
Federated Adviser Series
with respect to the Class A Shares
of the portfolio of the Trust set forth above.
As compensation for the services
provided pursuant to this Plan, FSC will be paid a monthly fee computed at the annual rate of
0.05% of 1%
of the average
aggregate net asset value of the Class A Shares of
Federated Hermes SDG Engagement Equity Fund
of
Federated Adviser Series
set forth above held during the month.
Witness the due execution hereof
this 1
st
day of September 1, 2018.
FEDERATED ADVISER SERIES
By:
/s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: President
EXHIBIT E
to the
Distribution Plan
Federated Hermes SDG Engagement Equity
Fund
Class
C Shares
This Exhibit to the Distribution
Plan is adopted as of the 15
th
day of August, 2018, by
Federated Adviser Series
with respect to the Class C Shares
of the portfolio of the Trust set forth above.
As compensation for the services
provided pursuant to this Plan, FSC will be paid a monthly fee computed at the annual rate of
0.75% of 1%
of the average
aggregate net asset value of the Class C Shares of
Federated Hermes SDG Engagement Equity Fund
of
Federated Adviser Series
set forth above held during the month.
Witness the due execution hereof
this 1
st
day of September, 2018.
FEDERATED ADVISER SERIES
By:
/s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: President
Exhibit (n) (3) under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
Class
A Shares Exhibit
To
Multiple
Class Plan
(Revised
09/01/18)
1. SEPARATE ARRANGEMENT
AND EXPENSE ALLOCATION
For purposes of Rule 18f-3 under the Act, the basic distribution
and shareholder servicing arrangement of the Class A Shares will consist of sales and shareholder servicing by financial intermediaries
in consideration of the payment of a portion of the applicable sales load (“dealer reallowance”)and a shareholder service
fee. When indicated on the Schedule to this Exhibit, the principal underwriter and financial intermediaries may also receive payments
for distribution and/or administrative services under a 12b-1 Plan. In connection with this basic arrangement, Class A Shares will
bear the following fees and expenses:
Fees and Expenses
|
Maximum Amount Allocated Class A Shares
|
Sales Load
|
Up to 5.5% of the public offering price
|
Contingent Deferred Sales Charge ("CDSC")
|
0.00%
|
Shareholder Service Fee
|
Up to 25 basis points (0.25%) of the average daily net asset value
|
12b-1 Fee
|
As set forth in the attached Schedule
|
Redemption Fee
|
As set forth in the attached Schedule
|
Other Expenses
|
Itemized expenses incurred by the Fund with respect to holders of Class A Shares as described in Section 3 of the Plan
|
2. CONVERSION AND EXCHANGE
PRIVILEGES
For purposes of Rule 18f-3, Class A Shares have the following
conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights:
|
At the election of the shareholder, Class A Shares that are not subject to a contingent deferred sales charge (“
CDSC
”) based upon the redemption of a “Large Ticket” purchase made within 24 months may be converted to any other Share Class within the same Fund, provided that shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable.
|
Exchange Privilege:
|
Class A Shares may be exchanged for Class A Shares of any other Fund
|
In any exchange, the shareholder shall receive shares having the
same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated in the same manner as a
redemption and purchase.
3. EXCEPTIONS TO BASIC
ARRANGEMENTS
For purposes of Rules 22d-1 and 6c-10 under the Act, unless otherwise
specified on the Schedule to this Exhibit, the scheduled variations in sales loads and contingent deferred sales charges are as
follows:
(A) BASIC SALES
LOAD SCHEDULE
The basic schedule of sales loads for Class A Shares of Funds so
designated on the Schedule to this Exhibit is as follows:
Purchase Amount
|
Sales Load as a Percentage of
Public Offering Price
|
Less than $50,000
|
5.50%
|
$50,000 but less than $100,000
|
4.50%
|
$100,000 but less than $250,000
|
3.75%
|
$250,000 but less than $500,000
|
2.50%
|
$500,000 but less than $1 million
|
2.00%
|
$1 million or greater
|
0.00%
|
(B) FIXED
INCOME SALES LOAD SCHEDULE
The schedule of sales loads for Class A Shares of Funds so designated
on the Schedule to this Exhibit is as follows:
Purchase Amount
|
Sales Charge as a Percentage of
Public Offering Price
|
Less than $100,000
|
4.50%
|
$100,000 but less than $250,000
|
3.75%
|
$250,000 but less than $500,000
|
2.50%
|
$500,000 but less than $1 million
|
2.00%
|
$1 million or greater
|
0.00%
|
(C) MODIFIED
FIXED INCOME SALES LOAD SCHEDULE
The schedule of sales loads for Class A Shares of Funds so designated
on the Schedule to this Exhibit is as follows:
Purchase Amount
|
Sales Charge as a Percentage of
Public Offering Price
|
Less than $250,000
|
1.00%
|
$250,000 or greater
|
0.00%
|
(D) MONEY
MARKET LOAD SCHEDULE
The Schedule of sales loads for Class A Shares of Funds so designated
on the Schedule to this Exhibit is as follows:
Purchase Amount
|
Sales Charge as a Percentage of
Public Offering Price
|
|
|
All purchases
|
0.00%
|
|
(E) ULTRASHORT
BOND LOAD SCHEDULE
The Schedule of sales loads for Class A Shares of Funds so designated
on the Schedule to this Exhibit is as follows:
Purchase Amount
|
Sales Charge as a Percentage of
Public Offering Price
|
Less than $50,000
|
2.00%
|
$50,000 but less than $100,000
|
1.75%
|
$100,000 but less than $250,000
|
1.50%
|
$250,000 +
|
0.00%
|
(F) "LARGE
TICKET" PURCHASES
Unless otherwise indicated on the Schedule to this Exhibit, a financial
intermediary that places an order to purchase $1,000,000 or more of Class A Shares shall receive from the principal underwriter
an advance commission equal to 75 basis points (0.75%) of the public offering price. In such event, notwithstanding anything to
the contrary in the Plan or this Exhibit, such Class A Shares shall be subject to a contingent deferred sales charge upon redemption
within 24 months of purchase equal to 75 basis points (0.75%) of the lesser of (x) the purchase price of the Class A Shares or
(y) the redemption price of the Class A Shares. Any contingent deferred sales charge received upon redemption of Class A Shares
shall be paid to the principal underwriter in consideration of the advance commission.
(G) REDUCING OR ELIMINATING
THE SALES LOAD
Contingent upon notification to the Fund’s principal underwriter
or transfer agent, in applying the exceptions set forth in this Section 3, the purchase amount shall take into account:
·
|
Discounts achieved by combining concurrent purchases of and/or current investment in Class A, Class B, Class C, Class F, and Class R Shares, made or held by (or on behalf of) the investor, the investor’s spouse, and the investor’s children under age 21 (regardless of whether the purchases or investments are made or held directly or through an investment professional or through a single-participant retirement account); provided that such purchases and investments can be linked using tax identification numbers (TINs), social security numbers (SSNs), or Broker Identification Numbers (BINs); and
|
·
|
Letters of intent to purchase a certain amount of Class A Shares within a thirteen month period.
|
(H)
waiver
of sales load
C
ontinent upon notification
to the Fund’s Transfer Agent, no sales load shall be assessed on purchases of Class A Shares made:
·
|
within 120 days of redeeming shares of an equal or greater amount;
|
·
|
through a program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement or other fee-based program offered by the Financial Intermediary) and where the Financial Intermediary has agreed with the principal underwriter not to receive a dealer reallowance on purchases under such program;
|
·
|
with reinvested dividends or capital gains;
|
·
|
or Class A Shares, issued in connection with the merger, consolidation, or acquisition of the assets of another fund. Further, no sales load shall be assessed on purchases of Shares made by a shareholder that originally became a shareholder of a Federated Fund pursuant to the terms of an agreement and plan of reorganization which permits shareholders to acquire Shares at NAV provided that such Shares are held directly with the Fund’s transfer agent. If the Shares are held through a financial intermediary the sales charge waiver will not apply;
|
·
|
by Federated Life Members (Federated shareholders who originally were issued shares through the “Liberty Account”, which was an account for the Liberty Family of Funds on February 28, 1987, or who invested through an affinity group prior to August 1, 1987, into the Liberty Account);
|
·
|
by Directors, Trustees, employees, former employees and sales representatives of the Fund, the Adviser, the principal underwriter and their affiliates, employees of any investment professional that sells Shares according to a sales agreement with the principal underwriter, by the immediate family members of the above persons, and by trusts, pensions or profit-sharing plans for the above persons; and
|
·
|
pursuant to the exchange privilege.
|
(I) WAIVER
OF CONTINGENT DEFFERED SALES CHARGE ON LARGE-TICKET PURCHASES
Contingent upon notification to the Fund’s
principal underwriter or transfer agent, no CDSC will be imposed on redemptions.
·
|
following the death of the last surviving shareholder on the account, or the post-purchase disability of all registered shareholder(s), as defined in Section 72(m)(7) of the Internal Revenue Code.
|
·
|
due to the termination of a trust following the death of the trustor/grantor or beneficiary, provided that the trust document specifically states that the trust is terminated upon the death
|
·
|
representing minimum required distributions (“RMD”) from an Individual Retirement Account or other retirement plan as required under the Internal Revenue Code;
|
·
|
of Shares originally purchased through a financial intermediary that did not receive an advance commission on the purchase;
|
·
|
of Shares that were reinvested within 120 days of a previous redemption;
|
·
|
of Shares held by the Directors, Trustees, employees, former employees and sales representatives of the Fund, the Adviser, the principal underwriter and their affiliates, employees of any investment professional that sells Shares according to a sales agreement with the principal underwriter, by the immediate family members of the above persons, and by trusts, pension or profit-sharing plans for the above persons;
|
·
|
of Shares originally purchased through a program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement, or other fee-based program offered by the Financial Intermediary) and where the Financial Intermediary has agreed with the principal underwriter not to receive an advanced commission on purchases under such program;
|
·
|
of Shares purchased with reinvested dividends or capital gains;
|
·
|
imposed by the Fund when it closes an account for not meeting the minimum balance requirements; and
|
·
|
of Shares which were purchased pursuant to an exchange privilege if the Shares were held for the applicable CDSC holding period.
|
|
(J)
|
SALES CHARGE WAIVERS FOR SHAREHOLDERS PURCHASING THROUGH CERTAIN FINANCIAL INTERMEDIARIES
|
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|
S
h
a
r
es a
cq
u
ired
t
h
ro
u
g
h a
r
i
gh
t
o
f
r
ei
ns
t
a
t
e
m
e
n
t
|
S
h
a
r
es
h
eld in
r
eti
r
e
m
e
n
t
brok
e
r
a
g
e a
c
c
o
un
t
s
, t
h
at a
r
e converted to a l
o
w
er c
o
s
t
s
h
a
r
e class
d
u
e to tra
n
s
f
er to a
f
e
e
b
ased a
c
c
o
un
t
o
r
p
lat
f
o
r
m
(
a
pp
lica
b
le to A a
n
d C
s
h
a
r
es
o
n
l
y
). CDSC applicable to shares converted for another class of shares through a fee based individual retirement account on the Merrill Lynch platform will be waived and Merrill Lynch will remit the portion of the payment to be made to the Distributor equal to the number of months remaining on the CDSC period divided by the total number of months of the CDSC period.
|
Fr
o
n
t-
end
l
oa
d Di
s
c
o
u
n
t
s
A
v
a
il
a
ble
a
t
M
e
r
rill
L
y
nch:
B
r
ea
k
p
o
ints,
Ri
g
h
t
s
o
f
Ac
c
u
m
u
l
at
i
o
n
& Le
tt
e
r
s
o
f
I
nt
e
nt
|
|
Br
e
a
k
po
i
n
ts as
d
esc
r
i
b
ed in t
h
is
pro
s
p
e
c
t
us
.
|
R
i
g
h
t
s
o
f
A
c
c
u
mu
la
t
i
o
n
(
R
O
A
)
w
h
ich
e
n
ti
t
le
sh
a
r
e
h
o
l
d
e
r
s to
br
e
a
k
po
i
n
t
d
i
s
c
o
u
n
ts
w
i
l
l
b
e a
u
t
o
m
a
t
ical
l
y c
a
lc
u
l
a
ted
b
ased
o
n t
h
e a
g
g
r
e
g
a
ted
h
o
l
d
i
n
g
o
f
f
un
d
f
a
m
i
l
y a
s
s
ets
h
eld
b
y a
c
c
oun
ts
w
i
t
h
i
n
t
h
e
p
u
r
c
h
a
s
e
r’
s
h
ou
s
e
ho
ld
at M
err
ill
L
y
n
c
h
. El
i
g
i
b
le
f
u
n
d
f
a
m
i
l
y a
s
s
ets
n
o
t
h
eld at M
err
ill
L
yn
c
h
m
a
y
b
e i
n
c
l
u
d
e
d in t
h
e
R
O
A c
a
lc
u
l
a
ti
o
n
o
n
l
y
i
f t
h
e
sh
a
r
e
h
o
l
d
er
n
o
t
i
f
ies
h
is
o
r
h
er
f
i
n
a
n
ci
a
l
ad
v
i
s
o
r a
bo
u
t
s
u
ch
a
ss
ets
|
L
ette
r
s
o
f
I
n
te
n
t
(
L
O
I
)
w
h
ich all
o
w
f
o
r
br
e
a
k
po
i
n
t
d
i
s
c
o
un
t
s
b
ased
o
n a
n
tici
p
ated
p
u
r
c
h
as
e
s
w
it
h
in a
f
u
n
d
f
a
m
i
l
y
,
t
h
ro
u
g
h M
err
ill
L
yn
c
h
,
o
v
er a
1
3
-
m
on
t
h
p
e
r
i
o
d
o
f t
i
m
e
|
|
The following information
applies to Class A shares purchases if you have an account with or otherwise purchase Fund shares through Ameriprise Financial:
Effective April 30, 2018,
shareholders purchasing Fund shares through an Ameriprise Financial [platform or] account will be eligible for the following front-end
sales charge waivers and discounts, which may differ from those disclosed elsewhere in this Fund’s prospectus:
|
·
|
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans,
employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this
provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs.
|
|
·
|
Shares purchased through an Ameriprise Financial investment advisory
program (if an Advisory or similar share class for such investment advisory program is not available).
|
|
·
|
Shares purchased by third party investment advisors on behalf of
their advisory clients through Ameriprise Financial’s platform (if an Advisory or similar share class for such investment
advisory program is not available).
|
|
·
|
Shares purchased through reinvestment of capital gains distributions
and dividend reinvestment when purchasing shares of the same Fund (but not any other fund within the same fund family).
|
|
·
|
Shares exchanged from Class C shares of the same fund in the month
of or following the 10-year anniversary of the purchase date. To the extent that this prospectus elsewhere provides for a waiver
with respect to such shares following a shorter holding period, that waiver will apply to exchanges following such shorter period.
To the extent that this prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares for load waived
shares, that waiver will also apply to such exchanges.
|
|
·
|
Employees and registered representatives of Ameriprise Financial
or its affiliates and their immediate family members.
|
|
·
|
Shares purchased by or through qualified accounts (including IRAs,
Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered
family member, defined as an Ameriprise financial advisor and/or the advisor’s spouse, advisor’s lineal ascendant (mother,
father, grandmother, grandfather, great grandmother, great grandfather), advisor’s lineal descendant (son, step-son, daughter,
step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a
lineal descendant.
|
|
·
|
Shares purchased from the proceeds of redemptions within the same
fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur
in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e. Rights of Reinstatement).
|
|
iii.
|
MORGAN STANLEY SMITH BARNEY
|
Effective April 30, 2018, shareholders purchasing Fund shares
through a Morgan Stanley Wealth Management transactional brokerage account will be eligible only for the following front-end sales
charge waivers with respect to Class A shares, which may differ from and may be more limited than those disclosed elsewhere in
this Fund’s Prospectus or SAI.
Front-end Sales Charge Waivers on Class A Shares available
at Morgan Stanley Wealth Management
-
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored
403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored
retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans
-
Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s
account linking rules
-
Shares purchased through reinvestment of dividends and capital gains distributions
when purchasing shares of the same fund
-
Shares purchased through a Morgan Stanley self-directed brokerage account
-
Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales
charge and are exchanged to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s intra-fund share
class exchange program
-
Shares purchased from the proceeds of redemptions within the same fund family, provided
(i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account,
and (iii) redeemed shares were subject to a front-end or deferred sales charge.
|
iv.
|
RAYMOND JAMES & ASSOCIATES, INC., Raymond James Financial Services & Raymond James affiliates (“Raymond James”)
|
Effective March 1, 2019, shareholders purchasing Fund shares through
a Raymond James platform or account will be eligible only for the following load waivers (front-end sales charge waivers and contingent
deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this Fund’s
prospectus or SAI.
Front-end Sales Load Waivers on Class A Shares Available at
Raymond James
|
•
|
Shares purchased through a Raymond James investment advisory program.
|
|
•
|
Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the
same Fund (but not any other fund within the fund family).
|
|
•
|
Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond
James.
|
|
•
|
Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90
days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject
to a front-end or deferred sales load (known as Rights of Reinstatement).
|
|
•
|
A shareholder in the Fund’s Class C shares will have their shares automatically exchanged at net asset value to Class
A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the exchange is in line
with the policies and procedures of Raymond James.
|
Front-end load discounts available at Raymond James:
breakpoints, and/or rights of accumulation
·
Breakpoints as described in this prospectus.
·
Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the
aggregated holding of fund family assets held by accounts within the purchaser’s household at Raymond James. Eligible fund
family assets not held at Raymond James may be included in the rights of accumulation calculation only if the shareholder notifies
his or her financial advisor about such assets.
4. SPECIAL OFFER PROGRAM
[NOTE: The 30 month CDSC period connected with of this program expired
in September of 2002]
During the Special Offer Program which took place in March, 2000,
the sales load was waived on purchases of Class A Shares of Federated Aggressive Growth Fund, Federated Communications Technology
Fund, Federated Large Cap Growth Fund, and Federated International Small Company Fund (the "Special Offer Funds"). Instead,
the principal underwriter paid an advance commission of 2.00% of the offering price of the Special Offer Funds to intermediaries
participating in the Special Offer Program. Class A Shares purchased through this Special Offer were subject to a CDSC of 2.00%
on redemptions which occurred within 30 months after the purchase, which amount was to be paid to the principal underwriter in
consideration for advancing the commission to intermediaries. Class A Shares of the Special Offer Funds purchased during the Special
Offer Program could be exchanged with Class A Shares of other Special Offer Funds with no imposition of a sales load or CDSC fee.
Class A Shares of the Special Offer Funds purchased during the Special Offer Program which were exchanged for Class A Shares of
other Funds during the 30 month CDSC period incurred the CDSC fee upon redemption. However, no sales load was charged for such
an exchange.
5. REDEMPTION FEE
For purposes of Rule 11a-3 under the Act, any redemption fee received
upon the redemption or exchange of Class A Shares will be applied to fees incurred or amount expended in connection with such redemption
or exchange. The balance of any redemption fees shall be paid to the Fund.
A Fund shall waive any redemption fee with respect to (i) non-participant
directed redemptions or exchanges involving Class A Shares held in retirement plans established under Section 401(a) or 401(k)
of the Internal Revenue Code (the “Code”), custodial plan accounts established under Section 493(b)(7) of the Code,
or deferred compensation plans established under Section 457 of the Code; (ii) redemptions or exchanges involving Class A Shares
held in plans administered as college savings programs under Section 529 of the Code
;
and (iii) Class A Shares redeemed
due to the death of the last surviving shareholder on the account.
Schedule
of Funds
Offering Class A Shares
The Funds set forth on this Schedule each offer Class A Shares on
the terms set forth in the Class A Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated
are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
1. CLASS A SHARES SUBJECT
TO THE BASIC LOAD SCHEDULE
Multiple Class Company
Series
|
12b-1
Fee
|
Redemption
Fee
|
|
|
|
Federated Adviser Series
|
|
|
Federated Hermes SDG Engagement Equity Fund
|
0.00%
|
None
|
Federated MDT Large Cap Value Fund
|
0.00%
|
None
|
Federated Equity Funds
|
|
|
Federated Absolute Return Fund
|
0.05%
|
None
|
Federated Clover Small Value Fund
|
0.05%
|
None
|
Federated Global Strategic Value Dividend Fund
|
0.05%
|
None
|
Federated International Strategic Value Dividend Fund
|
0.05%
|
None
|
Federated Kaufmann Fund
|
0.25%
|
None
|
Federated Kaufmann Large Cap Fund
|
0.25%
|
None
|
Federated Kaufmann Small Cap Fund
|
0.25%
|
None
|
Federated MDT Mid-Cap Growth Fund
|
None
|
None
|
Federated Prudent Bear Fund
|
0.05%
|
None
|
Federated Strategic Value Dividend Fund
|
0.05%
|
None
|
|
|
|
Federated Equity Income Fund, Inc.
|
0.05%
|
None
|
|
|
|
Federated Global Allocation Fund
|
None
|
None
|
|
|
|
Federated High Yield Trust
|
|
|
Federated Equity Advantage Fund
|
0.05%
|
None
|
|
|
|
Federated Income Securities Trust
|
|
|
Federated Capital Income Fund
|
None
|
None
|
Federated Muni and Stock Advantage Fund
|
0.05%
|
None
|
Federated Real Return Bond Fund
|
0.05%
|
None
|
|
|
|
Federated MDT Series
|
|
|
Federated MDT All Cap Core Fund
|
0.05%
|
None
|
Federated MDT Balanced Fund
|
0.05%
|
None
|
Federated MDT Large Cap Growth Fund
|
0.05%
|
None
|
Federated MDT Small Cap Core Fund
|
0.05%
|
None
|
Federated MDT Small Cap Growth Fund
|
0.05%
|
None
|
|
|
|
Federated World Investment Series, Inc.
|
|
|
Federated International Leaders Fund
|
0.05%
|
None
|
Federated International Small-Mid Company Fund
|
0.25%
|
2% on shares redeemed or exchanged within 30 days of purchase
|
2. CLASS A SHARES SUBJECT TO THE FIXED INCOME LOAD SCHEDULE
Multiple Class Company
Series
|
12b-1
Fee
|
Redemption
Fee
|
|
|
|
Federated Fixed Income Securities, Inc.
|
|
|
Federated Strategic Income Fund
|
None
|
None
|
|
|
|
Federated Government Income Securities, Inc.
|
0.05%
|
None
|
|
|
|
Federated High Income Bond Fund, Inc.
|
None
|
2% on shares redeemed or exchanged within 90 days of purchase
|
|
|
|
Federated High Yield Trust
|
|
|
Federated High Yield Trust
|
0.05%
|
2% on shares redeemed or exchanged within 90 days of purchase
|
|
|
|
Federated Income Securities Trust
|
|
|
Federated Fund for U.S. Government Securities
|
None
|
None
|
|
|
|
Federated International Series, Inc.
|
|
|
Federated Global Total Return Bond fund (formerly Federated International Bond Fund)
|
0.25%
|
None
|
|
|
|
Federated Investment Series Funds, Inc.
|
|
|
Federated Bond Fund
|
0.05%
|
None
|
|
|
|
Federated Municipal Bond Fund, Inc.
|
None
|
None
|
|
|
|
Federated Municipal Securities Income Trust
|
|
|
Federated Municipal High Yield Advantage Fund
|
0.05%
|
None
|
Federated Ohio Municipal Income Fund
|
0.05%
|
None
|
Federated Pennsylvania Municipal Income Fund
|
0.05%
|
None
|
|
|
|
Federated Total Return Series, Inc.
|
|
|
Federated Total Return Bond Fund
|
0.25%
|
None
|
|
|
|
Federated World Investment Series, Inc.
|
|
|
Federated Emerging Market Debt Fund
|
None
|
None
|
3. Class A Shares Subject to the
MODIFIED FIXED INCOME Sales Load Schedule
Multiple Class Company
Series
|
12b-1
Fee
|
Redemption
Fee
|
|
|
|
Federated Income Securities Trust
|
|
|
Federated Short-Term Income Fund
|
0.25%
|
None
|
|
|
|
Federated Institutional Trust
|
|
|
Federated Short-Intermediate Total Return Bond Fund
|
0.10%
|
None
|
|
|
|
Federated Short-Intermediate Duration Municipal Trust
|
0.25%
|
None
|
4.
Class A Shares Subject to the Money Market Load Schedule
Multiple Class Company
Series
|
12b-1
Fee
|
Redemption
Fee
|
|
|
|
Money Market Obligations Trust
|
|
|
Federated Government Reserves Fund
|
0.45%
|
None
|
5.
Class A Shares Subject to the Ultrashort Bond Load Schedule
Multiple Class Company
Series
|
12b-1
Fee
|
Redemption
Fee
|
|
|
|
Federated Fixed Income Securities, Inc.
|
|
|
Federated Municipal Ultrashort Fund
|
0.25%
|
None
|
|
|
|
Federated Income Securities Trust
|
|
|
Federated Floating Rate Strategic Income Fund
|
0.10%
|
None
|
|
|
|
Federated Institutional Trust
|
|
|
Federated Government Ultrashort Duration Fund
|
0.25%
|
None
|
|
|
|
Federated Total Return Series, Inc.
|
|
|
Federated Ultrashort Bond Fund
|
0.30%
|
None
|
6. Class
A Shares Not Participating in the Large Ticket Purchase Program
Multiple Class Company
|
Series
|
Federated Fixed Income Securities, Inc.
|
Federated Municipal Ultrashort Fund
|
Federated Income Securities Trust
|
Federated Short-Term Income Fund
|
|
Federated Floating Rate Strategic Income Fund
|
Federated Institutional Trust
|
Federated Government Ultrashort Duration Fund
|
Federated Short-Intermediate Duration Municipal Trust
|
|
Federated Total Return Series, Inc.
|
Federated Ultrashort Bond Fund
|
Class
C Shares Exhibit
To
Multiple
Class Plan
(revised
09/01/18)
1.
Separate
Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution
and shareholder servicing arrangement of the Class C Shares will consist of sales by financial intermediaries in consideration
of an advance commission of up to 1.00% of the public offering price, paid by the principal underwriter. Financial intermediaries
may also provide shareholder services and may receive shareholder services fees therefor. Additionally, the principal underwriter
and financial intermediaries may receive distribution and/or administrative service fees under the 12b-1 Plan. In cases where the
principal underwriter has advanced a commission to the financial intermediary, such 12b-1 fees will be paid to the financial intermediary
beginning in the thirteenth month after purchase. In consideration of advancing commissions, the principal underwriter will receive
the contingent deferred sales charges paid upon redemption of Class C Shares and payments made under the 12b-1 Plan for twelve
months following the purchase. In connection with this basic arrangement, Class C Shares will bear the following fees and expenses:
Fees and Expenses
|
Maximum Amount Allocated Class C Shares
|
Contingent Deferred Sales Charge (“CDSC”)
|
1.00% of the share price at the time of purchase or redemption, whichever is lower if redeemed within twelve months following purchase
|
|
|
Shareholder Service Fee
|
Up to 25 basis points (0.25%) of the average daily net asset value
|
|
|
12b-1 Fee
|
As set forth in the attached Schedule
|
|
|
Redemption Fee
|
As set forth in the attached Schedule
|
|
|
Other Expenses
|
Itemized expenses incurred by the Fund with respect to holders of Class C Shares as described in Section 3 of the Plan
|
2.
Conversion
and Exchange Privileges
For purposes of Rule 18f-3, Class C Shares have the following conversion
rights and exchange privileges at the election of the shareholder:
Conversion Rights:
|
At the election of the shareholder, Class C Shares that are
not subject to a contingent deferred sales charge (“
CDSC
”) may be converted to any other Share Class of the
same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought,
as applicable. For Class C Shares purchased through a financial intermediary after
June 30, 2017
, such shares may
only be converted to another Share Class of the same Fund if: (i) the Class C Shares are no longer subject to a CDSC or the financial
intermediary agrees to reimburse the Fund’s distributor the CDSC otherwise payable upon the sale of such Class C Shares;
(ii) the shareholder meets the investment minimum and eligibility requirements for the Share Class into which the conversion is
sought, as applicable; and (iii) (A) the conversion is made to facilitate the shareholder’s participation in a self-directed
brokerage account for a fee-based advisory program offered by the intermediary, or (B) the conversion is part of a multiple-client
transaction through a particular financial intermediary as pre-approved by the Fund’s Administrator.
After Class C Shares have been held for
ten years from the date of purchase, they will automatically convert into Class A Shares on the next monthly conversion processing
date, provided that the Fund or financial intermediary, record keeper, or platform has records confirming that the Class C Shares
have been held for at least ten years and that Class A Shares are available for purchase. The financial intermediary, record keeper,
or platform shall provide, upon the Fund’s request, representations that it has records confirming that the Class C Shares
have been held for at least ten years and that Class A Shares are available for purchase. For Class C Shares acquired in an exchange
from another Fund, the date of purchase will be based on the initial purchase of the Class C Shares of the prior Fund.”
|
Exchange Privileges:
|
Class C Shares may be exchanged for Class C Shares of any other Fund.
|
In any exchange, the shareholder shall receive shares having the
same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated in the same manner as a
redemption and purchase.
3.
Exceptions
to Basic Arrangements
For purposes of Rules 22d-1 and 6c-10 under the Act, unless otherwise
specified on the Schedule to this Exhibit, the scheduled variations contingent deferred sales charges are as follows:
(A)
WAIVER OF CDSC
·
|
following the death of the last surviving shareholder on the account, or post-purchase disability of all registered shareholder(s), as defined in Section 72(m)(7) of the Internal Revenue Code;
|
·
|
due to the termination of a trust following the death of the trustor/grantor or beneficiary, provided that the trust document specifically states that the trust is terminated upon the death
|
·
|
representing minimum required distributions (“RMD”) from an Individual Retirement Account or other retirement plan as required under the Internal Revenue Code;
|
·
|
of Shares originally purchased through a financial intermediary that did not receive an advance commission on the purchase;
|
·
|
of Shares that were reinvested within 120 days of a previous redemption;
|
·
|
of Shares held by the Directors, Trustees, employees, former employees and sales representatives of the Fund, the Adviser, the principal underwriter and their affiliates, employees of any investment professional that sells Shares according to a sales agreement with the principal underwriter, by the immediate family members of the above persons, and by trusts, pension or profit-sharing plans for the above persons;
|
·
|
of Shares originally purchased through a program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement, or other fee-based program offered by the Financial Intermediary) and where the Financial Intermediary has agreed with the principal underwriter not to receive an advanced commission on purchases under such program;
|
·
|
of Shares purchased with reinvested dividends or capital gains;
|
·
|
imposed by the Fund when it closes an account for not meeting the minimum balance requirements; and
|
·
|
of Shares which were purchased pursuant to an exchange privilege if the Shares were held for the applicable CDSC holding period.
|
(B) SALES CHARGE WAIVERS
FOR SHAREHOLDERS PURCHASING THROUGH CERTAIN FINANCIAL INTERMEDIARIES
Effec
t
i
v
e
A
p
ril
10
,
2
0
1
7
,
sh
a
rehol
d
ers
pu
rc
h
asi
n
g
F
u
n
d sh
a
res
thro
ug
h a
M
errill
Ly
n
ch
p
latf
o
r
m
o
r acc
o
un
t
will
b
e eli
g
i
b
le
o
n
ly
f
o
r
the
f
o
ll
o
wing
contingent deferred, or back-end, sales charge (“CDSC”) waivers
a
n
d
d
isc
o
un
t
s
,
whi
c
h
m
ay
d
if
f
er
f
r
o
m t
h
o
s
e
d
isclosed in Section A above.
CDSC Waivers on A, B and C Shares available at Merrill Lynch
|
|
De
a
th
o
r
d
i
s
a
b
ili
t
y
o
f t
h
e
s
h
a
r
e
h
o
l
d
er
|
S
h
a
r
es s
o
ld as
p
a
r
t
o
f a
s
ys
t
e
m
atic
w
i
t
h
dr
a
w
al
p
lan
a
s
d
esc
r
i
b
ed in t
h
e F
u
n
d
’
s
pro
s
p
e
c
t
u
s
|
R
et
u
r
n
o
f
e
x
c
e
s
s c
o
n
tri
b
u
ti
o
n
s
f
r
o
m an
I
R
A
A
c
cou
n
t
|
S
h
a
r
es s
o
ld as
p
a
r
t
o
f a
r
e
q
u
i
r
ed
m
i
n
i
m
u
m
d
i
s
tri
b
u
ti
o
n
f
o
r
IR
A a
n
d
r
eti
r
e
m
e
n
t
a
c
co
u
n
ts
d
u
e to t
h
e
s
h
a
r
e
h
o
l
d
er
r
e
a
c
h
i
n
g a
g
e
70½
|
|
S
h
a
r
es s
o
ld to
p
a
y M
err
ill
L
y
n
ch
f
e
e
s
b
u
t
o
n
l
y
i
f t
h
e tra
ns
a
c
ti
o
n is
i
n
itiated
b
y M
e
r
r
ill
L
yn
c
h
|
S
h
a
r
es a
cq
u
ired
t
h
ro
u
g
h a
r
i
gh
t
o
f
r
ei
ns
t
a
t
e
m
e
n
t
|
S
h
a
r
es
h
eld in
r
eti
r
e
m
e
n
t
brok
e
r
a
g
e a
c
c
o
un
t
s
, t
h
at a
r
e converted to a l
o
w
er c
o
s
t
s
h
a
r
e class
d
u
e to tra
n
s
f
er to a
f
e
e
b
ased a
c
c
o
un
t
o
r
p
lat
f
o
r
m
(
a
pp
lica
b
le to A a
n
d C
s
h
a
r
es
o
n
l
y
). CDSC applicable to shares converted for another class of shares through a fee based individual retirement account on the Merrill Lynch platform will be waived and Merrill Lynch will remit the portion of the payment to be made to the Distributor equal to the number of months remaining on the CDSC period divided by the total number of months of the CDSC period.
|
Effective March 1, 2019, shareholders purchasing
Fund shares through a Raymond James platform or account will be eligible only for the following load waivers (front-end sales charge
waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere
in this Fund’s prospectus or SAI.
CDSC Waivers on A, B and C Shares available at Raymond James
|
De
a
th
o
r
d
i
s
a
b
ili
t
y
o
f t
h
e
s
h
a
r
e
h
o
l
d
er
|
S
h
a
r
es s
o
ld as
p
a
r
t
o
f a
s
ys
t
e
m
atic
w
i
t
h
dr
a
w
al
p
lan
a
s
d
esc
r
i
b
ed in t
h
e F
u
n
d
’
s
pro
s
p
e
c
t
u
s.
|
Return of excess contributions from an IRA Account.
|
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70½ as described in the fund’s prospectus
|
Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James.
|
Shares acquired through a right of reinstatement.
|
4.
Redemption
Fee
For purposes of Rule 11a-3 under the Act, any redemption fee received
upon the redemption or exchange of Class C Shares will be applied to fees incurred or amount expended in connection with such redemption
or exchange. The balance of any redemption fees shall be paid to the Fund.
A Fund shall waive any redemption fee with respect to (i) non-participant
directed redemptions or exchanges involving Class C Shares held in retirement plans established under Section 401(a) or 401(k)
of the Internal Revenue Code (the “Code”), custodial plan accounts established under Section 493(b)(7) of the Code,
or deferred compensation plans established under Section 457 of the Code; (ii) redemptions or exchanges involving Class C Shares
held in plans administered as college savings programs under Section 529 of the Code; and (iii) Class C Shares redeemed due to
the death of the last surviving shareholder on the account.
Schedule
of Funds
Offering
Class C Shares
The Funds set forth on this Schedule each offer Class C Shares on
the terms set forth in the Class C Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated
are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
CLASS C SHARES SUBJECT TO THE BASIC LOAD SCHEDULE
Multiple Class Company
Series
|
12b-1 Fee
|
Redemption Fee
|
Federated Adviser Series
|
|
|
|
Federated Hermes SDG Engagement Equity Fund
|
0.75%
|
None
|
|
Federated MDT Large Cap Value Fund
|
0.75%
|
None
|
|
|
|
|
Federated Equity Funds:
|
0.75%
|
None
|
Federated Absolute Return Fund
|
0.75%
|
None
|
Federated Clover Small Value Fund
|
0.75%
|
None
|
Federated Global Strategic Value Dividend Fund
|
0.75%
|
None
|
Federated International Strategic Value Dividend Fund
|
0.75%
|
None
|
Federated Kaufmann Fund
|
0.75%
|
None
|
Federated Kaufmann Large Cap Fund
|
0.75%
|
None
|
Federated Kaufmann Small Cap Fund
|
0.75%
|
None
|
Federated MDT Mid-Cap Growth Fund
|
0.75%
|
None
|
Federated Prudent Bear Fund
|
0.75%
|
None
|
Federated Strategic Value Dividend Fund
|
|
|
|
0.75%
|
None
|
Federated Equity Income Fund, Inc.
|
|
|
|
|
|
Federated Fixed Income Securities, Inc.:
|
0.75%
|
None
|
Federated Strategic Income Fund
|
|
|
|
0.75%
|
None
|
Federated Global Allocation Fund
|
|
|
|
0.75%
|
None
|
Federated Government Income Securities, Inc.
|
|
|
|
0.75%
|
2% on shares redeemed or exchanged within 90 days of purchase
|
Federated High Income Bond Fund, Inc.
|
|
|
|
0.75%
|
2% on shares redeemed or exchanged within 90 days of purchase
|
Federated High Yield Trust
|
|
|
|
|
|
Federated Income Securities Trust:
|
0.75%
|
None
|
Federated Capital Income Fund
|
0.75%
|
None
|
Federated Floating Rate Strategic Income Fund
|
0.75%
|
None
|
Federated Fund for U.S. Government Securities
|
0.75%
|
None
|
Federated Muni and Stock Advantage Fund
|
0.75%
|
None
|
Federated Real Return Bond Fund
|
|
|
|
|
|
|
|
|
|
|
CLASS C SHARES SUBJECT TO THE BASIC LOAD SCHEDULE (continued)
Multiple Class Company
Series
|
12b-1 Fee
|
Redemption Fee
|
Federated Index Trust
|
|
|
Federated Max-Cap Index Fund
|
0.75%
|
None
|
|
|
|
Federated International Series, Inc.:
|
|
|
Federated Global Total Return Bond Fund (formerly Federated International Bond Fund)
|
0.75%
|
None
|
|
|
|
Federated Investment Series Funds, Inc.:
|
|
|
Federated Bond Fund
|
0.75%
|
None
|
|
|
|
Federated MDT Series:
|
|
|
Federated MDT All Cap Core Fund
|
0.75%
|
None
|
Federated MDT Balanced Fund
|
0.75%
|
None
|
Federated MDT Large Cap Growth Fund
|
0.75%
|
None
|
Federated MDT Small Cap Core Fund
|
0.75%
|
None
|
Federated MDT Small Cap Growth Fund
|
0.75%
|
None
|
|
|
|
Federated Municipal Bond Fund, Inc.
|
0.75%
|
None
|
|
|
|
Federated Municipal Securities Income Trust:
|
|
|
Federated Municipal High Yield Advantage Fund
|
0.75%
|
None
|
|
|
|
Federated Total Return Series, Inc.:
|
|
|
Federated Total Return Bond Fund
|
0.75%
|
None
|
|
|
|
Federated World Investment Series, Inc.:
|
|
|
Federated Emerging Market Debt Fund
|
0.75%
|
None
|
Federated International Leaders Fund
|
0.75%
|
None
|
Federated International Small-Mid Company Fund
|
0.75%
|
2% on shares redeemed or exchanged within 30 days of purchase
|
|
|
|
Money Market Obligations Trust:
|
|
|
Federated Government Reserves Fund
|
0.75%
|
None
|
Institutional/WEALTH
Shares Exhibit
To
Multiple
Class Plan
(REVISED
09/01/2018)
1.
Separate
Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution
and shareholder servicing arrangement of the Institutional and Wealth Shares will consist of
(i)
|
with respect to money market funds, sales and shareholder servicing by financial intermediaries; and
|
|
|
(ii)
|
with respect to fluctuating NAV funds, sales and shareholder servicing by financial intermediaries to the following categories of investors (“Eligible Investors”);
|
·
|
An investor participating in a no-load platform, network or other fee-based program offered by a financial intermediary, for example, a wrap-account or retirement platform, where Federated has entered into an agreement with the intermediary;
|
·
|
A trustee/director, employee or former employee of the Fund, the Adviser, the Distributor and their affiliates; an immediate family member of these individuals, or a trust, pension or profit-sharing plan for these individuals;
|
·
|
An employer-sponsored retirement plan;
|
·
|
A trust institution investing on behalf of its trust customers;
|
·
|
A Federated Fund;
|
·
|
An investor, other than a natural person, purchasing Shares directly from the Fund;
|
·
|
An investor (including a natural person) who owned Shares as of December 31, 2008;
|
·
|
Without regard to the initial investment minimum, an investor who acquired Institutional and/or Wealth Shares pursuant to the terms of an agreement and plan of reorganization which permits the investor to acquire such Shares; and
|
·
|
Without regard to the initial investment minimum, in connection with an acquisition of an investment management or advisory business, or related investment services, products or assets, by Federated or its investment advisory subsidiaries, an investor (including a natural person) who (1) becomes a client of an investment advisory subsidiary of Federated or (2) is a shareholder or interest holder of a pooled investment vehicle or product that becomes advised or subadvised by a Federated investment advisory subsidiary as a result of such an acquisition other than as a result of a fund reorganization transaction pursuant to an agreement and plan of reorganization.
|
The principal underwriter and financial intermediaries
may receive payments for distribution and/or administrative services under a Rule 12b-1 Plan and financial intermediaries may also
receive shareholder service fees for services provided. In connection with this basic arrangement, Institutional and Wealth Shares
will bear the following fees and expenses:
Fees and Expenses
|
Maximum Amount Allocated Institutional and Wealth Shares
|
Sales Load
|
None
|
Contingent Deferred
Sales Charge ("CDSC")
|
None
|
Shareholder Service Fee
|
As set forth in the attached Schedule
|
12b-1 Fee
|
As set forth in the attached Schedule
|
Other Expenses
|
Itemized expenses incurred by the Fund with respect to holders of Institutional and/or Wealth Shares as described in Section 3 of the Plan
|
2.
Conversion
and Exchange Privileges
For purposes of Rule 18f-3, Institutional and Wealth
Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights:
|
At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable.
|
Exchange Privilege:
|
Institutional and/or Wealth Shares may be exchanged into any Federated fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Institutional Prime 60 Day Fund, Federated Institutional Money Market Management, Federated Institutional Prime Obligations Fund, Federated Institutional Tax-Free Cash Trust, Federated Institutional Prime Value Obligations Fund, Class A Shares of Federated Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange.
|
In any exchange, the shareholder shall receive shares having the
same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated in the same manner as a
redemption and purchase.
3. REDEMPTION FEE.
For purposes of Rule 11a-3 under the Act, any redemption fee received
upon the redemption or exchange of Institutional and/or Wealth Shares will be applied to fees incurred or amount expended in connection
with such redemption or exchange. The balance of any redemption fees shall be paid to the Fund.
A Fund shall waive any redemption fee with respect to (i) non-participant
directed redemptions or exchanges involving Institutional and/or Wealth Shares held in retirement plans established under Section
401(a) or 401(k) of the Internal Revenue Code (the “Code”), custodial plan accounts established under Section 493(b)(7)
of the Code, or deferred compensation plans established under Section 457 of the Code; (ii) redemptions or exchanges involving
Institutional and/or Wealth Shares held in plans administered as college savings programs under Section 529 of the Code; and (iii)
Institutional and/or Wealth Shares redeemed due to the death of the last surviving shareholder on the account.
Schedule
of Funds
Offering institutional Shares
The Funds set forth on this Schedule each offer Institutional Shares
on the terms set forth in the Institutional/-Wealth Shares Exhibit to the Multiple Class Plan, in each case as indicated below.
The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued
may be less.
Multiple Class Company
Series
|
12b-1 Fee
|
Shareholder
Service Fee
|
Redemption Fee
|
|
|
|
|
Federated Adjustable Rate Securities Fund
|
None
|
0.25%
|
None
|
|
|
|
|
Federated Adviser Series
|
|
|
|
Federated Hermes SDG Engagement Equity Fund
|
0.00%
|
0.00%
|
None
|
Federated MDT Large Cap Value Fund
|
0.00%
|
0.25%
|
None
|
|
|
|
|
Federated Equity Funds:
|
|
|
|
Federated Absolute Return Fund
|
None
|
None
|
None
|
Federated Clover Small Value Fund
|
None
|
None
|
None
|
Federated Global Strategic Value Dividend Fund
|
None
|
None
|
None
|
Federated International Strategic Value Dividend Fund
|
None
|
None
|
None
|
Federated Kaufmann Fund
|
None
|
None
|
None
|
Federated Kaufmann Large Cap Fund
|
None
|
None
|
None
|
Federated Kaufmann Small Cap Fund
|
None
|
None
|
None
|
Federated MDT Mid-Cap Growth Fund
|
None
|
None
|
None
|
Federated Prudent Bear Fund
|
None
|
None
|
None
|
Federated Strategic Value Dividend Fund
|
None
|
None
|
None
|
|
|
|
|
Federated Equity Income Fund, Inc.
|
None
|
None
|
None
|
|
|
|
|
Federated Fixed Income Securities, Inc.:
|
|
|
|
Federated Municipal Ultrashort Fund
|
None
|
None
|
None
|
Federated Strategic Income Fund
|
None
|
None
|
None
|
|
|
|
|
Federated Global Allocation Fund
)
|
None
|
None
|
None
|
|
|
|
|
Federated Government Income Trust
|
None
|
0.25%
|
None
|
|
|
|
|
Federated High Income Bond Fund
|
None
|
None
|
None
|
|
|
|
|
Federated High Yield Trust
|
|
|
|
Federated High Yield Trust
|
None
|
None
|
None
|
Federated Equity Advantage Fund
|
None
|
None
|
None
|
|
|
|
|
Multiple Class Company
Series
|
12b-1 Fee
|
Shareholder
Service Fee
|
Redemption Fee
|
Federated Income Securities Trust:
|
|
|
|
Federated Capital Income Fund
|
None
|
None
|
None
|
Federated Floating Rate Strategic Income Fund
|
None
|
None
|
None
|
Federated Intermediate Corporate Bond Fund
|
None
|
0.25%
|
None
|
Federated Muni and Stock Advantage Fund
|
None
|
None
|
None
|
Federated Real Return Bond Fund
|
None
|
0.25%
|
None
|
Federated Short-Term Income Fund
|
None
|
0.25%
|
None
|
|
|
|
|
Federated Index Trust:
|
|
|
|
Federated Max-Cap Index Fund
|
None
|
0.25%
|
None
|
Federated Mid-Cap Index Fund
|
None
|
None
|
None
|
|
|
|
|
Federated Institutional Trust:
|
|
|
|
Federated Government Ultrashort Duration Fund
|
None
|
None
|
None
|
Federated Short-Intermediate Total Return Bond Fund
|
None
|
None
|
None
|
|
|
|
|
Federated International Series, Inc.
|
|
|
|
Federated Global Total Return Bond Fund (formerly Federated International Bond Fund)
|
None
|
None
|
None
|
|
|
|
|
Federated Investment Series Fund, Inc.
|
|
|
|
Federated Bond Fund
|
None
|
None
|
None
|
|
|
|
|
Federated MDT Series:
|
|
|
|
Federated MDT All Cap Core Fund
|
None
|
None
|
None
|
Federated MDT Balanced Fund
|
None
|
None
|
None
|
Federated MDT Large Cap Growth Fund
|
None
|
None
|
None
|
Federated MDT Small Cap Core Fund
|
None
|
None
|
None
|
Federated MDT Small Cap Growth Fund
|
None
|
None
|
None
|
|
|
|
|
Federated Municipal Bond Fund, Inc.
|
None
|
None
|
None
|
|
|
|
|
Federated Municipal Securities Income Trust
|
|
|
|
Federated Municipal High Yield Advantage Fund
|
None
|
None
|
None
|
|
|
|
|
Federated Short-Intermediate Duration Municipal Trust
|
None
|
0.25%
|
None
|
|
|
|
|
Federated Total Return Government Bond Fund
|
None
|
None
|
None
|
|
|
|
|
Federated Total Return Series, Inc.:
|
|
|
|
Federated Mortgage Fund
|
None
|
0.25%
|
None
|
Federated Total Return Bond Fund
|
None
|
None
|
None
|
Federated Ultrashort Bond Fund
|
None
|
0.25%
|
None
|
Multiple Class Company
Series
|
12b-1 Fee
|
Shareholder
Service Fee
|
Redemption Fee
|
Federated U.S. Government Securities Fund: 1-3 Years
|
None
|
0.25%
|
None
|
|
|
|
|
Federated U.S. Government Securities Fund: 2-5 Years
|
None
|
0.25%
|
None
|
|
|
|
|
Federated World Investment Series, Inc.
|
|
|
|
Federated Emerging Market Debt Fund
|
None
|
None
|
None
|
Federated International Leaders Fund
|
None
|
None
|
None
|
Federated International Small-Mid Company Fund
|
None
|
None
|
2% on shares redeemed or exchanged within 90 days of purchase
|
|
|
|
|
Intermediate Municipal Trust:
|
|
|
|
Federated Intermediate Municipal Trust
|
None
|
0.25%
|
None
|
|
|
|
|
Money Market Obligations Trust:
|
|
|
|
Federated Government Obligations Fund
|
None
|
0.25%
|
None
|
Federated Government Obligations Tax-Managed Fund
|
None
|
0.25%
|
None
|
Federated Money Market Management
|
None
|
0.25%
|
None
|
Federated Institutional Prime Obligations Fund
|
None
|
0.25%
|
None
|
Federated Institutional Tax-Free Cash Trust
|
None
|
0.25%
|
None
|
Federated Treasury Obligations Fund
|
None
|
0.25%
|
None
|
Federated Trust for U.S. Treasury Obligations
|
None
|
None
|
None
|
Federated U.S. Treasury Cash Reserves
|
None
|
0.25%
|
None
|
Schedule
of Funds
Offering WEALTH Shares
The Retail Money Market Funds set forth on this Schedule each offer
Wealth Shares on the terms set forth in the Institutional/Wealth Shares Exhibit to the Multiple Class Plan, in each case as indicated
below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued
may be less.
Multiple Class Company
Series
|
12b-1 Fee
|
Shareholder
Service Fee
|
Redemption Fee
|
|
|
|
|
Money Market Obligations Trust:
|
|
|
|
Federated California Municipal Cash Trust
|
None
|
0.25%
|
None
|
Federated Massachusetts Municipal Cash Trust
|
None
|
0.25%
|
None
|
Federated Municipal Obligations Fund
|
None
|
0.25%
|
None
|
Federated New York Municipal Cash Trust
|
None
|
0.25%
|
None
|
Federated Pennsylvania Municipal Cash Trust
|
None
|
0.25%
|
None
|
Federated Prime Cash Obligations Fund
|
None
|
0.25%
|
None
|
Federated Tax-Free Obligations Fund
|
None
|
0.25%
|
None
|
CLASS
R6 Shares Exhibit
To
Multiple
Class Plan
(revised
as of 09/01/2018)
1.
Separate
Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution
and shareholder servicing arrangement of the Class R6 Shares will consist of:
(i)
|
sales and shareholder servicing by financial intermediaries to the following categories of investors (“Eligible Investors”):
|
·
|
An investor participating in a no-load platform, network or other fee-based program offered by a financial intermediary,
for example, a wrap account
or
retirement
platform, where Federated has entered into an agreement with the intermediary;
|
·
|
A trustee/director, employee or former employee of the Fund, the Adviser, the Distributor and their affiliates; an immediate family member of these individuals, or a trust, pension or profit-sharing plan for these individuals;
|
·
|
An employer-sponsored retirement plan;
|
·
|
A trust institution investing on behalf of its trust customers;
|
·
|
An investor, other than a natural person, purchasing Shares directly from the Fund;
|
·
|
A Federated Fund;
|
·
|
An investor (including a natural person) who acquired R6 Shares pursuant to the terms of an agreement and plan of reorganization which permits the investor to acquire such Shares; and
|
·
|
In connection with an acquisition of an investment management or advisory business, or related investment services, products or assets, by Federated or its investment advisory subsidiaries, an investor (including a natural person) who (1) becomes a client of an investment advisory subsidiary of Federated or (2) is a shareholder or interest holder of a pooled investment vehicle or product that becomes advised or subadvised by a Federated investment advisory subsidiary as a result of such an acquisition other than as a result of a fund reorganization transaction pursuant to an agreement and plan of reorganization.
|
In connection with this arrangement, Class R6 Shares will bear the
following fees and expenses:
Fees and Expenses
|
Maximum Amount Allocated R6 Shares
|
Sales Load
|
None
|
Contingent Deferred Sales Charge ("CDSC")
|
None
|
Shareholder Service Fee
|
None
|
Redemption Fee
|
None
|
12b-1 Fee
|
None
|
Other Expenses
|
Itemized expenses incurred by the Fund with respect to holders of Class R6 Shares.
|
2.
Conversion
and Exchange Privileges
For purposes of Rule 18f-3, Class R6 Shares have the following conversion
rights and exchange privileges at the election of the shareholder:
Conversion Rights:
|
At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable.
|
Exchange Privileges:
|
Class R6 Shares may be exchanged into any Federated fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Institutional Prime 60 Day Fund, Federated Institutional Money Market Management, Federated Institutional Prime Obligations Fund, Federated Institutional Tax-Free Cash Trust, Federated Institutional Prime Value Obligations Fund, Class A Shares of Federated Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange.
|
In any exchange, the shareholder shall receive shares having the
same aggregate net asset value as the shares surrendered, after the payment of any redemption fees to the Fund. Exchanges to any
other Class shall be treated in the same manner as a redemption and purchase.
(schedule of funds listed on next page)
Schedule
of Funds
Offering
CLASS R6 Shares
The Funds set forth on this Schedule each offer Class R6 Shares
on the terms set forth in the Class R6 Shares Exhibit to the Multiple Class Plan.
|
Multiple Class Company
Series
|
|
|
|
Federated Adviser Series
|
Federated Hermes SDG Engagement Equity Fund
|
Federated MDT Large Cap Value Fund
|
|
|
|
Federated Equity Funds
|
|
Federated Clover Small Value Fund
|
|
Federated Global Strategic Value Dividend Fund
|
|
Federated International Strategic Value Dividend Fund
|
|
Federated Kaufmann Large Cap Fund
|
|
Federated Kaufmann Small Cap Fund
|
|
Federated MDT Mid Cap Growth Fund
|
|
Federated Strategic Value Dividend Fund
|
|
|
|
Federated Fixed Income Securities, Inc.
|
|
Federated Strategic Income Fund
|
|
|
|
Federated Global Allocation Fund
|
|
|
|
Federated High Income Bond Fund
|
|
|
|
Federated High Yield Trust
|
|
Federated High Yield Trust
|
|
|
|
Federated Income Securities Trust
|
|
Federated Floating Rate Strategic Income Fund
|
|
Federated Short-Term Income Fund
|
|
|
|
Federated Index Trust
|
|
Federated Mid-Cap Index Fund
|
|
|
|
Federated Institutional Trust
|
|
Federated Government Ultrashort Duration Fund
|
|
Federated Institutional High Yield Bond Fund
|
|
Federated Short-Intermediate Total Return Bond Fund
|
|
|
|
Federated Investment Series Funds, Inc.
|
|
Federated Bond Fund
|
|
|
|
Federated MDT Series
|
|
Federated MDT Small Cap Core Fund
|
|
Federated MDT Small Cap Growth Fund
|
|
Federated MDT All Cap Core Fund
|
|
Federated MDT Balanced Fund
|
|
|
|
Federated Total Return Government Bond Fund
|
|
|
|
Federated Total Return Series, Inc.
|
|
Federated Total Return Bond Fund
|
|
|
|
Federated World Investment Series, Inc.
|
|
Federated International Leaders Fund
|
|
|
Exhibit (p) (2) under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
Personal
Account Dealing Policy
Personal Account Dealing
(‘PAD’) is where an employee undertakes a personal trade in a financial instrument. A personal trade is defined as
when you or a Connected Person buys or sells financial instruments and the transaction is not connected with your role at Hermes
(‘Hermes’ or ‘the Firm’).
Policy Objective:
Hermes’ processes
and procedures in relation to PAD rules have been adopted to ensure that any PAD undertaken by any of the Firm’s employees
or their Connected Persons, does not conflict with Hermes’ duties to its clients.
Principles:
As a matter of principle
your Personal Account Dealing should not conflict with Hermes Pledge.
The general principles
governing the Firm’s Policy are:
|
n
|
The duty at all times to place the interests of clients first; and
|
|
n
|
The requirement that all personal account transactions be conducted in accordance with this Policy
and do not give rise to any actual, potential or perceived conflict of interest or any abuse of an individual’s position
of trust and responsibility.
|
Key Policy Statements
|
n
|
Prohibited criteria:
An employee is prohibited from entering into a PAD which meets any
of the following criteria: a) The PAD is prohibited under the Market Abuse Regulation; b) It involves the misuse or improper disclosure
of confidential information; or c) It conflicts or is likely to conflict with an obligation of the Firm to a client. In addition,
the employee is prohibited from advising or procuring any other individual to enter into a PAD, which would be prohibited by these
provisions.
|
|
n
|
Reportable Instruments:
The following Reportable Instruments, unless they are held within
a Discretionary Account, require pre-approval in accordance with the Firms’ PAD procedures before you or a Connected Person
are allowed to trade them and regardless of whether they are held in any form of tax incentivised wrapper such as a Self-Invested
Personal Pension (SIPP) or an Individual Savings Account (ISA). Please note that non-Hermes pooled funds do not require pre-approval:
|
|
‒
|
Shares; Certificates Representing Securities; Bonds/Debentures; Units (only units in a scheme that is managed by the Firm are
reportable); Options; Warrants; Futures (all futures are reportable including forex); and Contract for Differences (all Contract
for Differences including spread bets are reportable). Any other financial instrument should be referred to Compliance.
|
Any financial
instrument that falls into the Portfolio Manager’s investible universe will be considered a Reportable Instrument and additional
procedures must be followed.
|
n
|
Holding Period:
Minimum of 28 days from the date of purchase or acquisition.
|
|
n
|
Pre-Clearance Approval Period:
Time of approval until the end of the following business
day.
|
|
n
|
Trade confirmations:
Must be provided to Compliance within 7 days of approval.
|
|
n
|
Trading in Federated Stock
: Trading in Federated Investors, Inc (FII) securities are subject
to the ‘Blackout’ periods. Additional restrictions apply to dealings in FII securities, the following trades in FII
securities are prohibited: short selling, options trading (except for options issued directly by Federated to employees), trading
on margin and trading on short-term basis (less than 6 months from date of purchase). Additional rules apply to some employees
subject to both Federated and Hermes PA Dealing policies.
|
|
n
|
New employees:
Within one week of joining must electronically sign and complete the Firm’s
new joiner attestation and disclose and evidence to Compliance any holdings held in reportable instruments.
|
|
n
|
Holdings Statements:
Compliance will request holdings statements of employees for all Reportable
Instruments. These must be no more than 45 days old from the date of submission.
|
Oct 2017