1933 Act File No. | 333-218374 |
1940 Act File No. | 811-23259 |
Form N-1A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ||||
Pre-Effective Amendment No. | ||||
Post-Effective Amendment No. | 12 | |||
and/or | ||||
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | ||||
Amendment No. | 13 | |||
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): | |||
X | immediately upon filing pursuant to paragraph (b) | ||
on | pursuant to paragraph (b) | ||
60 days after filing pursuant to paragraph (a)(1) | |||
on | pursuant to paragraph (a)(1) | ||
75 days after filing pursuant to paragraph (a)(2) | |||
on | pursuant to paragraph (a)(2) of Rule 485 | ||
If appropriate, check the following box: | |||
This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Share Class | Ticker | A | FHRAX | C | FHRSX | Institutional | FHRIX | R6 | FHRQX |
Shareholder Fees (fees paid directly from your investment) | A | C | IS | R6 |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
4.50% | None | None | None |
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)
|
0.00% | 1.00% | None | None |
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of offering price)
|
None | None | None | None |
Redemption Fee (as a percentage of amount redeemed, if applicable)
|
None | None | None | None |
Exchange Fee
|
None | None | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
|
||||
Management Fee
|
0.65% | 0.65% | 0.65% | 0.65% |
Distribution (12b-1) Fee
|
0.00% 1 | 0.75% | None | None |
Acquired Fund Fees and Expenses
2
|
0.01% | 0.01% | 0.01% | 0.01% |
Other Expenses
2
|
0.78% | 0.78% | 0.53% 3 | 0.43% |
Total Annual Fund Operating Expenses
|
1.44% | 2.19% | 1.19% | 1.09% |
Fee Waiver and/or Expense Reimbursements
4
|
(0.45)% | (0.45)% | (0.45%) | (0.36)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements
|
0.99% | 1.74% | 0.74% | 0.73% |
1 | 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 Fund's Board of Trustees (the “Trustees”). |
2 | Acquired Fund Fees and Expenses and Other Expenses are based on estimated amounts for the current fiscal year. |
3 | 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. |
4 | 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, interest expense, extraordinary expenses, and proxy-related expenses, paid by the Fund, if any) paid by the Fund's A class, C class, IS class and R6 class (after the voluntary waivers and/or reimbursements) will not exceed 0.98%, 1.73%, 0.73% and 0.72% (the “Fee Limit”), respectively, up to but not including the later of (the “Termination Date”): (a) April 1, 2020; 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. |
■ | Asset-Backed Securities Risk . The value of asset-backed securities (ABS) may be affected by certain factors such as interest rate risk, credit risk, prepayment risk and the availability of information concerning the pool of underlying assets and its structure. Under certain market conditions, ABS may be less liquid and may be difficult to value. Movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain types of ABS. ABS can also be subject to the risk of default on the underlying assets. |
■ | 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 credit, currency and liquidity risks. |
■ | Interest Rate Risk . Prices of fixed-income securities generally fall when interest rates rise. The longer the duration of a fixed-income security, the more susceptible it is to interest-rate risk. 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. |
■ | 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. |
■ | 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. |
■ | Call Risk . An issuer may redeem a fixed-income security before maturity (a “call”) at a price below its current market price. |
■ | Liquidity Risk. Trading opportunities are more limited for 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. |
■ | Leverage Risk . Leverage risk is created when an investment exposes the Fund to a level of risk that exceeds the amount invested. |
■ | Risk Associated with Noninvestment-Grade Securities. Securities rated below investment-grade may be subject to greater interest rate, credit and liquidity risks than investment-grade securities. These securities are considered speculative with respect to the issuer's ability to pay interest and repay principal. |
■ | Risk of Investing in Loans. In addition to the risks generally associated with debt instruments, such as credit, market, interest rate, liquidity and derivatives risks, bank loans are also subject to the risk that the value of the collateral securing a loan may decline, be insufficient to meet the obligations of the borrower or be difficult to liquidate. Loans and other forms of indebtedness may be structured such that they are not securities under securities laws. Debt instruments may not be protected by financial covenants or limitations upon additional indebtedness. |
■ | Loan Prepayment and Extension Risk. When homeowners prepay their mortgages in response to lower interest rates, the Fund will be required to reinvest the proceeds at the lower interest rates available. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. When interest rates rise, homeowners are less likely to prepay their mortgages. A decreased rate of prepayments lengthens the expected maturity of a mortgage-backed security, and the price of mortgage-backed securities may decrease more than the price of other fixed income securities when interest rates rise. |
■ | Loan Liquidity Risk . Loans generally are subject to legal or contractual restrictions on resale. The liquidity of loans, including the volume and frequency of secondary market trading in such loans, varies significantly over time and among individual loans. For example, if the credit quality of a loan unexpectedly declines significantly, secondary market trading in that loan can also decline for a period of time. During periods of infrequent trading, valuing a loan can be more difficult and buying and selling a loan at an acceptable price can be more difficult and delayed. Difficulty in selling a loan can result in a loss. Loan instruments may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of loans may require weeks to complete. Thus, transactions in loan instruments may take longer than seven days to settle. This could pose a liquidity risk to the Fund and, if the Fund's exposure to such investments is substantial, could impair the Fund's ability to meet shareholder redemptions in a timely manner. |
■ | 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. |
■ | Currency Risk . Exchange rates for currencies fluctuate daily. Accordingly, the Fund may experience increased volatility with respect to the value of its Shares and its returns as a result of its exposure to foreign currencies through direct holdings of such currencies or holdings of non-U.S. dollar denominated securities. |
■ | 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. For example, their prices may be significantly more volatile than prices in developed countries. Emerging market economies may also experience more severe downturns (with corresponding currency devaluations) than developed economies. 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. These same risks exist and may be greater in frontier markets. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | it is organized under the laws of, or has its principal office located in, another country; |
■ | the principal trading market for its securities is in another country; |
■ | 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 |
■ | it is classified by an applicable index as based outside the United States. |
■ | 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. |
■ | Fixed-income securities are fair valued using price evaluations provided by a pricing service approved by the Board of Trustees (“Board”). |
■ | 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. |
■ | 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. |
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 | 4.50% | 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. |
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.” |
A: | ||
Purchase Amount |
Sales Charge
as a Percentage of Public Offering Price |
Sales Charge
as a Percentage of NAV |
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.” |
■ | Purchasing the A class in greater quantities to reduce the applicable sales charge; |
■ | 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 |
■ | 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. |
■ | 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); |
■ | 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 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. |
■ | 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.) |
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. |
■ | 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 |
■ | 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). |
■ | 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 (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. |
■ | 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. |
■ | 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. |
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% |
C: | |
Advance Commission
as a Percentage of Public Offering Price |
|
All Purchase Amounts | 1.00% |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | $1,500 for the A and C classes (or in the case of IRAs, $250); and |
■ | $25,000 for the IS class. |
(For the Period Ended December 31, 2018) | 1 Year | 5 Years | 10 Years |
Since Inception
(May 31, 2015) |
Hermes Absolute Return Credit Composite | ||||
Net Returns (after fees/expenses) | 0.20 | — | — | 1.57 |
Gross Returns | 0.75 | — | — | 2.22 |
ICE Libor 1 Month USD 1 | 2.00 | — | — | 1.02 |
1 | The ICE Libor 1 Month USD is the interest rate at which a panel of selected banks borrow US dollar funds from one another with a maturity of one month. |
FEDERATED HERMES ABSOLUTE RETURN CREDIT FUND - A CLASS | |||||
ANNUAL EXPENSE RATIO: 1.44% | |||||
MAXIMUM FRONT-END SALES CHARGE: 4.50% | |||||
Year |
Hypothetical
Beginning Investment |
Hypothetical
Performance Earnings |
Investment
After Returns |
Hypothetical
Expenses |
Hypothetical
Ending Investment |
1 | $10,000.00 | $477.50 | $10,027.50 | $589.97 | $9,889.98 |
2 | $9,889.98 | $494.50 | $10,384.48 | $144.95 | $10,242.06 |
3 | $10,242.06 | $512.10 | $10,754.16 | $150.11 | $10,606.68 |
4 | $10,606.68 | $530.33 | $11,137.01 | $155.45 | $10,984.28 |
5 | $10,984.28 | $549.21 | $11,533.49 | $160.99 | $11,375.32 |
6 | $11,375.32 | $568.77 | $11,944.09 | $166.72 | $11,780.28 |
7 | $11,780.28 | $589.01 | $12,369.29 | $172.66 | $12,199.66 |
8 | $12,199.66 | $609.98 | $12,809.64 | $178.80 | $12,633.97 |
9 | $12,633.97 | $631.70 | $13,265.67 | $185.17 | $13,083.74 |
10 | $13,083.74 | $654.19 | $13,737.93 | $191.76 | $13,549.52 |
Cumulative | $5,617.29 | $2,096.58 |
FEDERATED HERMES ABSOLUTE RETURN CREDIT FUND - C CLASS | |||||
ANNUAL EXPENSE RATIO: 2.19% | |||||
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 | $222.08 | $10,281.00 |
2 | $10,281.00 | $514.05 | $10,795.05 | $228.32 | $10,569.90 |
3 | $10,569.90 | $528.50 | $11,098.40 | $234.73 | $10,866.91 |
4 | $10,866.91 | $543.35 | $11,410.26 | $241.33 | $11,172.27 |
5 | $11,172.27 | $558.61 | $11,730.88 | $248.11 | $11,486.21 |
6 | $11,486.21 | $574.31 | $12,060.52 | $255.08 | $11,808.97 |
7 | $11,808.97 | $590.45 | $12,399.42 | $262.25 | $12,140.80 |
8 | $12,140.80 | $607.04 | $12,747.84 | $269.62 | $12,481.96 |
9 | $12,481.96 | $624.10 | $13,106.06 | $277.20 | $12,832.70 |
10 | $12,832.70 | $641.64 | $13,474.34 | $284.98 | $13,193.30 |
Cumulative | $5,682.05 | $2,523.70 |
FEDERATED HERMES ABSOLUTE RETURN CREDIT FUND - IS CLASS | |||||
ANNUAL EXPENSE RATIO: 1.19% | |||||
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 | $121.27 | $10,381.00 |
2 | $10,381.00 | $519.05 | $10,900.05 | $125.89 | $10,776.52 |
3 | $10,776.52 | $538.83 | $11,315.35 | $130.68 | $11,187.11 |
4 | $11,187.11 | $559.36 | $11,746.47 | $135.66 | $11,613.34 |
5 | $11,613.34 | $580.67 | $12,194.01 | $140.83 | $12,055.81 |
6 | $12,055.81 | $602.79 | $12,658.60 | $146.20 | $12,515.14 |
7 | $12,515.14 | $625.76 | $13,140.90 | $151.77 | $12,991.97 |
8 | $12,991.97 | $649.60 | $13,641.57 | $157.55 | $13,486.96 |
9 | $13,486.96 | $674.35 | $14,161.31 | $163.55 | $14,000.81 |
10 | $14,000.81 | $700.04 | $14,700.85 | $169.78 | $14,534.24 |
Cumulative | $5,950.45 | $1,443.18 |
FEDERATED HERMES ABSOLUTE RETURN CREDIT FUND - R6 CLASS | |||||
ANNUAL EXPENSE RATIO: 1.09% | |||||
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 | $111.13 | $10,391.00 |
2 | $10,391.00 | $519.55 | $10,910.55 | $115.48 | $10,797.29 |
3 | $10,797.29 | $539.86 | $11,337.15 | $119.99 | $11,219.46 |
4 | $11,219.46 | $560.97 | $11,780.43 | $124.68 | $11,658.14 |
5 | $11,658.14 | $582.91 | $12,241.05 | $129.56 | $12,113.97 |
6 | $12,113.97 | $605.70 | $12,719.67 | $134.62 | $12,587.63 |
7 | $12,587.63 | $629.38 | $13,217.01 | $139.89 | $13,079.81 |
8 | $13,079.81 | $653.99 | $13,733.80 | $145.36 | $13,591.23 |
9 | $13,591.23 | $679.56 | $14,270.79 | $151.04 | $14,122.65 |
10 | $14,122.65 | $706.13 | $14,828.78 | $156.95 | $14,674.85 |
Cumulative | $5,978.05 | $1,328.70 |
■ | 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). |
■ | 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). |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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 automatic exchange is in line with the policies and procedures of Raymond James. |
■ | 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 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. |
■ | 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. |
Share Class | Ticker | A | FHUAX | C | FHUSX | Institutional | FHUIX | R6 | FHURX |
Shareholder Fees (fees paid directly from your investment) | A | C | IS | R6 |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
4.50% | None | None | None |
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)
|
0.00% | 1.00% | None | None |
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of offering price)
|
None | None | None | None |
Redemption Fee (as a percentage of amount redeemed, if applicable)
|
None | None | None | None |
Exchange Fee
|
None | None | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
|
||||
Management Fee
|
0.75% | 0.75% | 0.75% | 0.75% |
Distribution (12b-1) Fee
|
0.00% 1 | 0.75% | None | None |
Acquired Fund Fees and Expenses
2
|
0.01% | 0.01% | 0.01% | 0.01% |
Other Expenses
2
|
0.77% | 0.77% | 0.52% 3 | 0.42% |
Total Annual Fund Operating Expenses
|
1.53% | 2.28% | 1.28% | 1.18% |
Fee Waiver and/or Expense Reimbursements
4
|
(0.43)% | (0.43)% | (0.43%) | (0.34)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements
|
1.10% | 1.85% | 0.85% | 0.84% |
1 | 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 Fund's Board of Trustees (the “Trustees”). |
2 | Acquired Fund Fees and Expenses and Other Expenses are based on estimated amounts for the current fiscal year. |
3 | 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. |
4 | 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, interest expense, extraordinary expenses, and proxy-related expenses, paid by the Fund, if any) paid by the Fund's A class, C class, IS class and R6 class (after the voluntary waivers and/or reimbursements) will not exceed 1.09%, 1.84%, 0.84% and 0.83% (the “Fee Limit”), respectively, up to but not including the later of (the “Termination Date”): (a) April 1, 2020; 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. |
■ | Asset-Backed Securities Risk . The value of asset-backed securities (ABS) may be affected by certain factors such as interest rate risk, credit risk, prepayment risk and the availability of information concerning the pool of underlying assets and its structure. Under certain market conditions, ABS may be less liquid and may be difficult to value. Movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain types of ABS. ABS can also be subject to the risk of default on the underlying assets. |
■ | Risk of Investing in Loans . In addition to the risks generally associated with debt instruments, such as credit, market, interest rate, liquidity and derivatives risks, bank loans are also subject to the risk that the value of the collateral securing a loan may decline, be insufficient to meet the obligations of the borrower or be difficult to liquidate. Loans and other forms of indebtedness may be structured such that they are not securities under securities laws. Debt instruments may not be protected by financial covenants or limitations upon additional indebtedness. |
■ | Loan Prepayment and Extension Risk. When homeowners prepay their mortgages in response to lower interest rates, the Fund will be required to reinvest the proceeds at the lower interest rates available. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. When interest rates rise, homeowners are less likely to prepay their mortgages. A decreased rate of prepayments lengthens the expected maturity of a mortgage-backed security, and the price of mortgage-backed securities may decrease more than the price of other fixed income securities when interest rates rise. |
■ | Loan Liquidity Risk. Loans generally are subject to legal or contractual restrictions on resale. The liquidity of loans, including the volume and frequency of secondary market trading in such loans, varies significantly over time and among individual loans. For example, if the credit quality of a loan unexpectedly declines significantly, secondary market trading in that loan can also decline for a period of time. During periods of infrequent trading, valuing a loan can be more difficult and buying and selling a loan at an acceptable price can be more difficult and delayed. Difficulty in selling a loan can result in a loss. Loan instruments may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of loans may require weeks to complete. Thus, transactions in loan instruments may take longer than seven days to settle. This could pose a liquidity risk to the Fund and, if the Fund's exposure to such investments is substantial, could impair the Fund's ability to meet shareholder redemptions in a timely manner. |
■ | Interest Rate Risk. Prices of fixed-income securities generally fall when interest rates rise. The longer the duration of a fixed-income security, the more susceptible it is to interest-rate risk. 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. |
■ | 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. |
■ | 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. |
■ | Call Risk . An issuer may redeem a fixed-income security before maturity (a “call”) at a price below its current market price. |
■ | Liquidity Risk . Trading opportunities are more limited for 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. |
■ | Leverage Risk . Leverage risk is created when an investment exposes the Fund to a level of risk that exceeds the amount invested. |
■ | Risk Associated with Noninvestment-Grade Securities . Securities rated below investment-grade may be subject to greater interest rate, credit and liquidity risks than investment-grade securities. These securities are considered speculative with respect to the issuer's ability to pay interest and repay principal. |
■ | 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. |
■ | Currency Risk . Exchange rates for currencies fluctuate daily. Accordingly, the Fund may experience increased volatility with respect to the value of its Shares and its returns as a result of its exposure to foreign currencies through direct holdings of such currencies or holdings of non-U.S. dollar denominated securities. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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 credit, currency, and liquidity risks. |
■ | 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. |
■ | 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. |
■ | it is organized under the laws of, or has its principal office located in, another country; |
■ | the principal trading market for its securities is in another country; |
■ | 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 |
■ | it is classified by an applicable index as based outside the United States. |
■ | Buy call options on a Reference Instrument in anticipation of an increase in the value of the Reference Instrument; and |
■ | 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. |
■ | Buy put options on a Reference Instrument in anticipation of a decrease in the value of the Reference Instrument; and |
■ | 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. |
■ | 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. |
■ | Fixed-income securities are fair valued using price evaluations provided by a pricing service approved by the Board of Trustees (“Board”). |
■ | 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. |
■ | 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. |
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 | 4.50% | 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. |
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.” |
A: | ||
Purchase Amount |
Sales Charge
as a Percentage of Public Offering Price |
Sales Charge
as a Percentage of NAV |
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.” |
■ | Purchasing the A class in greater quantities to reduce the applicable sales charge; |
■ | 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 |
■ | 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. |
■ | 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); |
■ | 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 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. |
■ | 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.) |
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. |
■ | 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 |
■ | 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). |
■ | 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 (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. |
■ | 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. |
■ | 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. |
A: | |
Purchase Amount |
Dealer Reallowance
as a Percentage of Public Offering Price |
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% |
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% |
C: | |
Advance Commission
as a Percentage of Public Offering Price |
|
All Purchase Amounts | 1.00% |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | $1,500 for the A and C classes (or in the case of IRAs, $250); and |
■ | $25,000 for the IS class. |
(For the Period Ended December 31, 2018) | 1 Year | 5 Years | 10 Years |
Since Inception
(June 30, 2018) |
Hermes Unconstrained Credit Composite | ||||
Net Returns (after fees/expenses) | — | — | — | -1.38 |
Gross Returns | — | — | — | -1.06 |
ICE Libor 1 Month USD 1 | — | — | — | 1.12 |
1 | The ICE Libor 1 Month USD is the interest rate at which a panel of selected banks borrow US dollar funds from one another with a maturity of one month. |
FEDERATED HERMES UNCONSTRAINED CREDIT FUND - A CLASS | |||||
ANNUAL EXPENSE RATIO: 1.53% | |||||
MAXIMUM FRONT-END SALES CHARGE: 4.50% | |||||
Year |
Hypothetical
Beginning Investment |
Hypothetical
Performance Earnings |
Investment
After Returns |
Hypothetical
Expenses |
Hypothetical
Ending Investment |
1 | $10,000.00 | $477.50 | $10,027.50 | $598.65 | $9,881.39 |
2 | $9,881.39 | $494.07 | $10,375.46 | $153.81 | $10,224.27 |
3 | $10,224.27 | $511.21 | $10,735.48 | $159.15 | $10,579.05 |
4 | $10,579.05 | $528.95 | $11,108.00 | $164.67 | $10,946.14 |
5 | $10,946.14 | $547.31 | $11,493.45 | $170.38 | $11,325.97 |
6 | $11,325.97 | $566.30 | $11,892.27 | $176.29 | $11,718.98 |
7 | $11,718.98 | $585.95 | $12,304.93 | $182.41 | $12,125.63 |
8 | $12,125.63 | $606.28 | $12,731.91 | $188.74 | $12,546.39 |
9 | $12,546.39 | $627.32 | $13,173.71 | $195.29 | $12,981.75 |
10 | $12,981.75 | $649.09 | $13,630.84 | $202.07 | $13,432.22 |
Cumulative | $5,593.98 | $2,191.46 |
FEDERATED HERMES UNCONSTRAINED CREDIT FUND - C CLASS | |||||
ANNUAL EXPENSE RATIO: 2.28% | |||||
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 | $231.10 | $10,272.00 |
2 | $10,272.00 | $513.60 | $10,785.60 | $237.39 | $10,551.40 |
3 | $10,551.40 | $527.57 | $11,078.97 | $243.84 | $10,838.40 |
4 | $10,838.40 | $541.92 | $11,380.32 | $250.48 | $11,133.20 |
5 | $11,133.20 | $556.66 | $11,689.86 | $257.29 | $11,436.02 |
6 | $11,436.02 | $571.80 | $12,007.82 | $264.29 | $11,747.08 |
7 | $11,747.08 | $587.35 | $12,334.43 | $271.48 | $12,066.60 |
8 | $12,066.60 | $603.33 | $12,669.93 | $278.86 | $12,394.81 |
9 | $12,394.81 | $619.74 | $13,014.55 | $286.45 | $12,731.95 |
10 | $12,731.95 | $636.60 | $13,368.55 | $294.24 | $13,078.26 |
Cumulative | $5,658.57 | $2,615.42 |
FEDERATED HERMES UNCONSTRAINED CREDIT FUND - IS CLASS | |||||
ANNUAL EXPENSE RATIO: 1.28% | |||||
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 | $130.38 | $10,372.00 |
2 | $10,372.00 | $518.60 | $10,890.60 | $135.23 | $10,757.84 |
3 | $10,757.84 | $537.89 | $11,295.73 | $140.26 | $11,158.03 |
4 | $11,158.03 | $557.90 | $11,715.93 | $145.48 | $11,573.11 |
5 | $11,573.11 | $578.66 | $12,151.77 | $150.89 | $12,003.63 |
6 | $12,003.63 | $600.18 | $12,603.81 | $156.50 | $12,450.17 |
7 | $12,450.17 | $622.51 | $13,072.68 | $162.33 | $12,913.32 |
8 | $12,913.32 | $645.67 | $13,558.99 | $168.36 | $13,393.70 |
9 | $13,393.70 | $669.69 | $14,063.39 | $174.63 | $13,891.95 |
10 | $13,891.95 | $694.60 | $14,586.55 | $181.12 | $14,408.73 |
Cumulative | $5,925.70 | $1,545.18 |
FEDERATED HERMES UNCONSTRAINED CREDIT FUND - R6 CLASS | |||||
ANNUAL EXPENSE RATIO: 1.18% | |||||
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 | $120.25 | $10,382.00 |
2 | $10,382.00 | $519.10 | $10,901.10 | $124.85 | $10,778.59 |
3 | $10,778.59 | $538.93 | $11,317.52 | $129.62 | $11,190.33 |
4 | $11,190.33 | $559.52 | $11,749.85 | $134.57 | $11,617.80 |
5 | $11,617.80 | $580.89 | $12,198.69 | $139.71 | $12,061.60 |
6 | $12,061.60 | $603.08 | $12,664.68 | $145.05 | $12,522.35 |
7 | $12,522.35 | $626.12 | $13,148.47 | $150.59 | $13,000.70 |
8 | $13,000.70 | $650.04 | $13,650.74 | $156.34 | $13,497.33 |
9 | $13,497.33 | $674.87 | $14,172.20 | $162.31 | $14,012.93 |
10 | $14,012.93 | $700.65 | $14,713.58 | $168.51 | $14,548.22 |
Cumulative | $5,953.20 | $1,431.80 |
■ | 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). |
■ | 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). |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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 automatic exchange is in line with the policies and procedures of Raymond James. |
■ | 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 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. |
■ | 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. |
Share Class | Ticker | A | FHRAX | C | FHRSX | Institutional | FHRIX | R6 | FHRQX |
■ | Buy call options on a Reference Instrument in anticipation of an increase in the value of the Reference Instrument; and |
■ | 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. |
■ | Buy put options on a Reference Instrument in anticipation of a decrease in the value of the Reference Instrument; and |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
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 Fund 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.
Research, Ltd.; Chairman, Passport Research, Ltd. |
$0 | $0 |
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 Fund and Federated Fund Complex (past calendar year) |
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.
|
$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. |
Name
Birth Date Positions Held with Trust 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
From Trust 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).
|
$0 | $275,000 |
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).
|
$0 | $275,000 |
Name
Birth Date Positions Held with Trust 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
From Trust and Federated Fund Complex (past calendar year) |
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.
|
$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 and Author.
|
$0 | $250,000 |
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).
|
$0 | $310,000 |
Name
Birth Date Positions Held with Trust 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
From Trust and Federated Fund Complex (past calendar year) |
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; Retired; 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.).
|
$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.
|
$0 | $335,000 |
+ | 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. |
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.
|
Peter J. Germain
Birth Date: September 3, 1959 CHIEF LEGAL OFFICER, SECRETARY and EXECUTIVE VICE PRESIDENT Officer since: November 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.
|
Name
Birth Date Address Positions Held with Trust Date Service Began |
Principal Occupation(s) and Previous Position(s) |
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.
|
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.
|
* | Officers do not receive any compensation from the Fund. |
Director/Trustee Emeritus
|
Compensation
From Fund (past fiscal year) |
Total
Compensation Paid to Director/Trustee Emeritus 1 |
Nicholas Constantakis | $0 | $50,000.00 |
Peter E. Madden | $0 | $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. |
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. | Eight |
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. | One |
Interested Board
Member Name |
Dollar Range of
Shares Owned in Federated Hermes Absolute Return Credit 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 |
Types of Accounts Managed
by Fraser Lundie |
Total Number of Additional
Accounts Managed/Total Assets* |
Registered Investment Companies | 0/$0 |
Other Pooled Investment Vehicles | 4/$1.9 billion |
Other Accounts | 10/$1.2 billion |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
■ | 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. |
■ | Independent directors comprise less than 50% of the board; |
■ | The non-independent director serves on the audit, compensation, or nominating committee. |
■ | 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: |
■ | 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. |
■ | CEO pay exceeds the 75th percentile of peer group CEO pay; or |
■ | A majority of the company's selected peer group is substantially larger. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
Administrative Services
|
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 |
Share Class | Ticker | A | FHUAX | C | FHUSX | Institutional | FHUIX | R6 | FHURX |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
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 Fund 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.
Research, Ltd.; Chairman, Passport Research, Ltd. |
$0 | $0 |
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 Fund and Federated Fund Complex (past calendar year) |
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.
|
$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. |
Name
Birth Date Positions Held with Trust 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
From Trust 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).
|
$0 | $275,000 |
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).
|
$0 | $275,000 |
Name
Birth Date Positions Held with Trust 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
From Trust and Federated Fund Complex (past calendar year) |
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.
|
$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 and Author.
|
$0 | $250,000 |
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).
|
$0 | $310,000 |
Name
Birth Date Positions Held with Trust 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
From Trust and Federated Fund Complex (past calendar year) |
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; Retired; 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.).
|
$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.
|
$0 | $335,000 |
+ | 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. |
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.
|
Peter J. Germain
Birth Date: September 3, 1959 CHIEF LEGAL OFFICER, SECRETARY and EXECUTIVE VICE PRESIDENT Officer since: November 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.
|
Name
Birth Date Address Positions Held with Trust Date Service Began |
Principal Occupation(s) and Previous Position(s) |
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.
|
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.
|
* | Officers do not receive any compensation from the Fund. |
Director/Trustee Emeritus
|
Compensation
From Fund (past fiscal year) |
Total
Compensation Paid to Director/Trustee Emeritus 1 |
Nicholas Constantakis | $0 | $50,000.00 |
Peter E. Madden | $0 | $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. |
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. | Eight |
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. | One |
Interested Board
Member Name |
Dollar Range of
Shares Owned in Federated Hermes Unconstrained Credit 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 |
Types of Accounts Managed
by Fraser Lundie |
Total Number of Additional
Accounts Managed/Total Assets* |
Registered Investment Companies | 0/$0 |
Other Pooled Investment Vehicles | 4/$1.9 billion |
Other Accounts | 10/$1.2 billion |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
■ | 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. |
■ | Independent directors comprise less than 50% of the board; |
■ | The non-independent director serves on the audit, compensation, or nominating committee. |
■ | 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: |
■ | 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. |
■ | CEO pay exceeds the 75th percentile of peer group CEO pay; or |
■ | A majority of the company's selected peer group is substantially larger. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
Administrative Services
|
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 |
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) |
6 | Amendments #2 and #3 to the Agreement and Declaration of Trust of the Registrant | (+) |
(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 | Conformed copy of Investment Advisory Contract between the Registrant and Federated MDTA, LLC | (2) |
2 | Conformed copy of Investment Advisory Contract between the Registrant and Federated Global Investment Management Corp. | (5) |
3 | Conformed copy of Sub-Advisory Agreement between Federated Global Investment Management Corp., the Registrant and Hermes Investment Management Limited | (5) |
4 | Conformed copy of Exhibit B and Exhibit C to the Advisory contract between the Registrant and Federated Global Investment Management Corp. | (8) |
5 | Conformed copy of Investment Advisory Contract between the Registrant and Federated Investment Management Company | (8) |
6 | Form of Sub-Advisory Agreement between Federated Investment Management Company, the Registrant and Hermes Investment Management Limited | (+) |
(f) | Not applicable |
(g) | ||
1 | Conformed copy of Custodian Agreement of the Registrant including Amendments 1-20 and Exhibits A and B | (2) |
2 | Conformed copy of Amendments 21-25 and Exhibits A and B of the Custodian Agreement of the Registrant | (5) |
3 | Conformed copy of Amendment 26 and Exhibits A and B of the Custodian Agreement of the Registrant | (6) |
(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 | (5) |
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 | (5) |
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 | (5) |
11 | Conformed copy of Amendments 22-24 of the Agency Agreement for Securities Lending Transactions between Registrant and Citibank, N.A. | (5) |
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 | (5) |
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 | (5) |
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 | (5) |
(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) | (5) |
3 | Conformed copy of Opinion and Consent of Counsel as to legality of shares being registered (Federated Hermes Global Equity Fund and Federated Hermes Global Small Cap Fund) | (8) |
4 | Conformed copy of Opinion and Consent of Counsel as to legality of shares being registered (Federated Hermes Absolute Return Credit Fund and Federated Hermes Unconstrained Credit Fund) | (+) |
(j) | ||
1 | Conformed copy of Consent of Independent Registered Public Accounting Firm | (3) |
(k) | Not Applicable |
(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 | (5) |
4 | Conformed copies of Exhibit F, Exhibit G, Exhibit L and Exhibit M to the Distribution Plan of the Registrant | (8) |
(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 | (5) |
4 | Copy of Class A Shares, Class C Shares, Institutional/Wealth Shares and Class R6 Shares Exhibits to the Multiple Class Plan revised 12/1/18 | (6) |
(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 | (5) |
+ | 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. | |
5. | PEA No. 5 filed November 1, 2018 | |
6. | PEA No. 8 filed December 28, 2018 | |
7. | PEA No. 9 filed January 11, 2019 | |
8. | PEA No. 11 filed March 15, 2019 |
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.
|
(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 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 William C. Tustin Michael N. Vahl Lewis C. Williams Michael Wolff Daniel R. Wroble Erik Zettlemayer Paul Zuber
|
|
Vice Presidents: |
Frank Amato 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 Emory Redd Matt Ryan
|
|
Eduardo G. Sanchez John Shrewsbury Peter Siconolfi Justin Slomkowski Bradley Smith John R. Stanley Mark Strubel Jonathan Sullivan Jeffrey B. Turner David Wasik G. Walter Whalen 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. Kiesling 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 |
(c) | Not Applicable |
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
(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 Global Equity Fund, Federated Global Small Cap Fund), and Federated Hermes SDG Engagement Equity Fund
Federated Investment Management Company (Adviser to Federated Hermes Absolute Return Credit Fund and Federated Hermes Unconstrained Credit Fund)
Federated MDTA LLC (Adviser to Federated MDT Large Cap Value Fund)
Hermes Investment Management Limited (Sub-Adviser to Federated Hermes Absolute Return Credit Fund, Federated Hermes Global Equity Fund, Federated Hermes Global Small Cap Fund, Federated Hermes SDG Engagement Equity Fund and Federated Hermes Unconstrained Credit Fund) |
101 Park Avenue 41 st Floor New York, NY 10178
Federated Investors Tower 1001 Liberty Avenue Pittsburgh, PA 15222-3779
125 High Street Oliver Street Tower, 21 st Floor Boston, MA 02110
Sixth Floor 150 Cheapside London EC2V 6ET England |
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 |
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 29 th day of March 2019. |
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,
|
Attorney In Fact For the Persons Listed Below | March 29, 2019 |
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 (a)(6) under Form N-1A
Exhibit 3(i) under Item 601/Reg. S-K
AMENDMENT #2
TO THE AGREEMENT AND DECLARATION OF TRUST OF
FEDERATED ADVISER SERIES
Effective November 15th, 2018
Schedule A to the Declaration of Trust is amended as follows:
Schedule A
to the Declaration of Trust for Federated Adviser Series
(Series and Classes as of November 15, 2018)
The following is a complete list, as of the above date, of the Series and Classes of the Federated Adviser Series, established pursuant to Section 3.11 of the Declaration of Trust thereof.
Federated MDT Large Cap Value Fund
Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class R6 Shares
Class T Shares
Institutional Shares
Service Shares
Federated Hermes SDG Engagement Equity Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated Hermes Absolute Return Credit Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated Hermes Global Equity Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated Hermes Global Small Cap Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated Hermes Unconstrained Credit Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
AMENDMENT #3
TO THE AGREEMENT AND DECLARATION OF TRUST OF
FEDERATED ADVISER SERIES
Effective February 14, 2019
Schedule A to the Declaration of Trust is amended as follows:
Schedule A
to the Declaration of Trust for Federated Adviser Series
(Series and Classes as of February 14, 2019)
The following is a complete list, as of the above date, of the Series and Classes of the Federated Adviser Series, established pursuant to Section 3.11 of the Declaration of Trust thereof.
Federated MDT Large Cap Value Fund
Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class R6 Shares
Class T Shares
Institutional Shares
Service Shares
Federated Hermes SDG Engagement Equity Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated Hermes Absolute Return Credit Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated Hermes Global Equity Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated Hermes Global Small Cap Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated Hermes Unconstrained Credit Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated Hermes International Equity Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
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 December 1, 2018, among Federated Investment Management Company, a Delaware statutory trust (“ 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 December 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 statutory trust 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 Investment Management Company |
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Attention: | John Fisher |
Facsimile No.: 412-288-7578
Subadviser : | Hermes Investment Management Limited |
Sixth Floor, 150 Cheapside
London EC2V 6ET
Attention: | Head of Legal |
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. |
Signature page to follow
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 Investment Management Company
By: /s/ John Fisher Name: John Fisher Title: President and Chief Executive Officer
|
Federated Adviser Series
By: /s/ J. Christopher Donahue Name: J. Christopher Donahue Title: President
|
Hermes Investment Management Limited
By: ___________________________ Name: Ian Kennedy Title: Chief Operating Officer
|
EXHIBIT A
Federated Hermes Absolute return credit 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 0.40% (40 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 agrees to share pro rata in any fee waivers, or expense reimbursements or expense assumptions involving the Adviser’s advisory fee, imposed or made by the Adviser; provided, however, Subadviser shall not be liable for waivers, or any such expense reimbursements or expense assumptions, in excess of its annual advisory fee. For the avoidance of doubt, Subadviser shall not share pro rata in any expense reimbursement or expense assumptions not involving the advisory fee.
EXHIBIT B
Federated Hermes UNCONSTRAINED CREDIT 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 0.50% (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 agrees to share pro rata in any fee waivers, or expense reimbursements or expense assumptions involving the Adviser’s advisory fee, imposed or made by the Adviser; provided, however, Subadviser shall not be liable for waivers, or any such expense reimbursements or expense assumptions, in excess of its annual advisory fee. For the avoidance of doubt, Subadviser shall not share pro rata in any expense reimbursement or expense assumptions not involving the advisory fee.
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of December 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 December 1, 2018 by and between the Trust, Sub-Adviser and Federated Investment Management Company (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 December, 2018
HERMES INVESTMENT MANAGEMENT LIMITED
By:
Name: Ian Kennedy
Title: Chief Operating Officer
Exhibit (i) (4) under Form N-1A
Exhibit 5 under Item 601/Reg. S-K
March 29, 2019
Federated Adviser Series 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. 12 (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 March 29, 2019, 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 Absolute Return Credit Fund
Class A Shares
Class C Shares
Class R6 Shares
Institutional Shares
Federated Hermes Unconstrained Credit Fund
Class A Shares
Class C Shares
Class R6 Shares
Institutional Shares