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. | 33 | |||
and/or | ||||
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | ||||
Amendment No. | 34 | |||
FEDERATED HERMES ADVISER SERIES
(Exact Name of Registrant as Specified in Charter)
Federated Hermes 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
1001 Liberty Avenue
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 | Institutional | PIEFX |
Shareholder Fees (fees paid directly from your investment) | IS |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
None |
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)
|
None |
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of offering price)
|
None |
Redemption Fee (as a percentage of amount redeemed, if applicable)
|
None |
Exchange Fee
|
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
|
|
Management Fee1
|
0.90% |
Distribution (12b-1) Fee
|
None |
Other Expenses2
|
2.29% |
Total Annual Fund Operating Expenses
|
3.19% |
Fee Waivers and/or Expense Reimbursements
|
(2.20)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements3
|
0.99% |
1 | Represents contractual management fee for the Fund following a tax-free reorganization of the PNC Emerging Markets Equity Fund (the “Predecessor Fund”) into the Fund on November 15, 2019. |
2 | The Fund may incur and pay 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 and paid by the IS class of the Fund. The IS class of the Fund will not incur and pay such fees until such time as approved by the Trustees. |
3 | The Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. Total annual fund operating expenses (excluding acquired fund fees and expenses, tax reclaim recovery expenses, interest expense, extraordinary expenses, and proxy-related expenses, paid by the Fund, if any) paid by the Fund’s IS class (after the voluntary waivers and/or reimbursements) will not exceed 0.98% (the “Fee Limit”) up to but not including the later of (the “Termination Date”): (a) August 1, 2021; 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. |
1 Year | $322 |
3 Years | $983 |
5 Years | $1,669 |
10 Years | $3,494 |
■ | Stock Market Risk. The value of equity securities in the Fund’s portfolio will fluctuate and, as a result, the Fund’s Share price may decline suddenly or over a sustained period of time. Information publicly available about a company, whether from the company’s financial statements or other disclosures or from third parties, or information available to some but not all market participants, can affect the price of a company’s shares in the market. Among other factors, equity securities may decline in value because of an increase in interest rates or changes in the stock market. Recent and potential future changes in industry and/or economic trends, as well as changes in monetary policy made by central banks and/or their governments, also can affect the level of interest rates and contribute to the development of or increase in volatility, illiquidity, shareholder redemptions and other adverse effects (such as a decline in a company’s stock price), which could negatively impact the Fund’s performance. |
■ | 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, industry or economic trends and developments or public health risks, such as epidemics or pandemics, 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. |
■ | 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. |
■ | Risk of Investing in Depositary Receipts and Domestically Traded Securities of Foreign Issuers. Because the Fund may invest in American Depositary Receipts and other domestically traded securities of foreign companies, whether in the United States or in foreign local markets, the Fund’s Share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than would otherwise be the case. |
■ | Risk of Investing in Emerging Market Countries. Securities issued or traded in emerging markets, including frontier markets, generally entail greater risks than securities issued or traded in developed markets. For example, 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. |
■ | Greater China Risk. Although larger and/or more established than many emerging markets, the markets of the Greater China region function in many ways as emerging markets, and carry the high levels of risks associated with emerging markets. Investments in the Greater China region may be subject to the risks associated with trading on less-developed trading markets, in addition to acute political risks such as possible negative repercussions resulting from China’s relationship with Taiwan or Hong Kong, restrictions on monetary repatriation, or other adverse government actions. As export-driven economies, the economies of countries in the Greater China region are affected by developments in the economies of their principal trading partners. |
■ | 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. |
■ | European Union and Eurozone Related Risk. A number of countries in the European Union (EU), including certain countries within the EU that have adopted the euro (Eurozone), have experienced, and may continue to experience, severe economic and financial difficulties. Additional countries within the EU 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. |
■ | Liquidity Risk. The securities in which the Fund invests may be less readily marketable and may be subject to greater fluctuation in price than other securities. |
■ | Small-Cap Company Risk. The Fund may invest in small capitalization (or “small-cap”) companies. Small-cap companies may have less liquid stock, a more volatile share price, unproven track records, a limited product or service base and limited access to capital. The above factors could make small-cap companies more likely to fail than larger companies, and increase the volatility of the Fund’s portfolio, performance and Share price. |
■ | Mid-Cap Company Risk. The Fund may invest in mid-capitalization (or “mid-cap”) companies. Mid-cap companies often have narrower markets, limited managerial and financial resources, more volatile performance and greater risk of failure, compared to larger, more established companies. These factors could increase the volatility of the Fund’s portfolio, performance and Share price. |
■ | Sector Risk. A substantial part of the Fund’s portfolio may be comprised of securities issued by companies in the financial services industry. In addition, a substantial part of the Fund’s portfolio may be comprised of securities credit enhanced by companies with similar characteristics. As a result, the Fund will be more susceptible to any economic, business, political or other developments that generally affect these companies. Developments affecting companies in the financial services industry or companies with similar characteristics might include changes in interest rates, changes in the economic cycle affecting credit losses and regulatory changes. |
■ | Focused Investment Risk. To the extent that the Fund focuses its investments in the securities of a particular issuer or companies in a particular country, group of countries, region, market, industry, group of industries, sector, or asset class, the Fund’s exposure to various risks may be heightened, including price volatility and adverse economic, market, political, or regulatory occurrences affecting that issuer, country, group of countries, region, market, industry, group of industries, sector, or asset class. |
■ | Risk Related to Investing for Growth. Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. Additionally, growth stocks may not pay dividends or may pay lower dividends than value stocks. |
■ | Risk of Investing in Derivative Contracts. Derivative contracts involve risks different from, or possibly greater than, risks associated with investing directly in securities and other traditional investments. Specific risk issues related to the use of such contracts include valuation and tax issues, increased potential for losses and/or costs to the Fund and a potential reduction in gains to the Fund. Each of these issues is described in greater detail in this Prospectus. Derivative contracts may also involve other risks described in this Prospectus, such as stock market, interest rate, credit, currency, liquidity and leverage risks. |
■ | Issuer Credit Risk. It is possible that interest or principal on securities will not be paid when due. 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. |
■ | 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. |
■ | Leverage Risk. Leverage risk is created when an investment (such as a derivative transaction) exposes the Fund to a level of risk that exceeds the amount invested. Changes in the value of such an investment magnify the Fund’s risk of loss and potential for gain. |
■ | Custodial Services and Related Investment Cost. 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. |
■ | Technology Risk. The Adviser uses various technologies in managing the Fund consistent with its investment objective 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. |
1 Year |
Since Inception
(3/31/17) |
|
IS: | ||
Return Before Taxes | 23.04% | 10.30% |
Return After Taxes on Distributions | 23.00% | 10.14% |
Return After Taxes on Distributions and Sale of Fund Shares | 13.81% | 8.09% |
MSCI Emerging Markets Index1
(reflects no deduction for fees, expenses or taxes) |
18.42% | 7.87% |
MSCI Emerging Markets Growth Index2
(reflects no deduction for fees, expenses or taxes) |
25.10% | 10.45% |
Morningstar Diversified Emerging Markets Fund Average3
(reflects no deduction for fees, expenses or taxes) |
19.25% | 6.68% |
1 | The MSCI Emerging Markets Index is designed to measure the performance of growth companies within developed and emerging equity markets, excluding the U.S. and frontier markets. |
2 | The MSCI Emerging Markets Growth Index captures large- and mid-cap securities exhibiting overall growth style characteristics across 26 emerging markets countries. |
3 | Morningstar figures represent the average of the total returns reported by all the funds designated by Morningstar as falling into the respective category indicated. |
■ | obtain premiums from the sale of derivative contracts; |
■ | realize gains from trading a derivative contract; or |
■ | hedge against potential losses. |
■ | 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. |
■ | 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. |
■ | 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 Hermes 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 Hermes Fund; |
■ | An investor (including a natural person) who acquired the IS class of a Federated Hermes 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 Hermes or its investment advisory subsidiaries, an investor (including a natural person) who: (1) becomes a client of an investment advisory subsidiary of Federated Hermes; or (2) is a shareholder or interest holder of a pooled investment vehicle or product that becomes advised or subadvised by a Federated Hermes 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 Hermes fund as of December 31, 2008. |
■ | 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 Hermes (“Federated Hermes funds”) to lend and borrow money for certain temporary purposes directly to and from other Federated Hermes 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. Effective June 24, 2020, the Fund participates with certain other Federated Hermes funds, on a several basis, in an up to $500,000,000 unsecured, 364-day, committed, revolving line of credit (LOC) agreement. The LOC was made available to temporarily finance 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 interfund loan is outstanding. |
■ | 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. |
■ | $25,000 for the IS class. |
Year Ended May 31, |
Period Ended
5/31/20173 |
|||
20202 | 2019 | 2018 | ||
Net Asset Value, Beginning of Period | $11.23 | $13.23 | $11.09 | $10.00 |
Income From Investment Operations: | ||||
Net investment income (loss)4 | (0.00)5 | 0.05 | 0.03 | 0.03 |
Net realized and unrealized gain (loss) | 0.98 | (1.84) | 2.17 | 1.04 |
TOTAL FROM INVESTMENT OPERATIONS | 0.98 | (1.79) | 2.20 | 1.07 |
Less Distributions: | ||||
Distributions from net investment income | (0.05) | (0.02) | (0.03) | — |
Distributions from net realized gain | — | (0.19) | (0.03) | — |
TOTAL DISTRIBUTIONS | (0.05) | (0.21) | (0.06) | — |
Payment by Affiliate4 | — | —5,6 | — | 0.027 |
Net Asset Value, End of Period | $12.16 | $11.23 | $13.23 | $11.09 |
Total Return8 | 8.74% | (13.38)%6 | 19.84% | 10.90%7 |
Ratios to Average Net Assets: | ||||
Net expenses9 | 1.11% | 1.25% | 1.25% | 1.25%10 |
Net investment income (loss) | (0.04)% | 0.43% | 0.26% | 1.71%10 |
Expense waiver/reimbursement11 | 2.07% | 1.06% | 0.83% | 2.29%10 |
Supplemental Data: | ||||
Net assets, end of period (000 omitted) | $13,749 | $11,557 | $13,392 | $11,107 |
Portfolio turnover | 39% | 34% | 36% | 7% |
1 | PNC Emerging Markets Equity Fund (the “Predecessor Fund”) was reorganized into Federated Emerging Markets Equity Fund (the “Fund”), a portfolio of the Federated Adviser Series, as of the close of business on November 15, 2019. The Fund is the successor to the Predecessor Fund. The performance information and financial information presented incorporates the operations of the Predecessor Fund, which, as a result of the reorganization, are the Fund’s operations. |
2 | Beginning with the year ended May 31, 2020, the Fund was audited by KPMG LLP. The previous years and period ended May 31, 2016 were audited by another independent registered public accounting firm. |
3 | Reflects operations for the period from March 31, 2017 (date operations of the Predecessor Fund commenced) to May 31, 2017. |
4 | Per share data calculated using average shares method. |
5 | Represents less than $0.01. |
6 | During the year ended May 31, 2019, a payment was made by PNC Capital Advisors, LLC (the “former Adviser”) to offset a trade error in the Fund. The payment, net of the error, had no impact to the total return of the Fund. |
7 | During the period ended May 31, 2017, a payment was made by the former Adviser to offset a trade error in the Fund. Excluding this item, the total return would have been 10.80% for Class I Shares. |
8 | Based on net asset value. Total returns for periods less than one year are not annualized. |
9 | Amount does not reflect net expenses incurred by investment companies in which the Fund may invest. |
10 | Computed on an annualized basis. |
11 | This expense decrease is reflected in both the net expense and the net investment income ratios shown above. Amount does not reflect expense waiver/reimbursement recorded by investment companies in which the Fund may invest. |
FEDERATED HERMES EMERGING MARKETS EQUITY FUND - IS CLASS | |||||
ANNUAL EXPENSE RATIO: 3.19% | |||||
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 | $321.89 | $10,181.00 |
2 | $10,181.00 | $509.05 | $10,690.05 | $327.71 | $10,365.28 |
3 | $10,365.28 | $518.26 | $10,883.54 | $333.64 | $10,552.89 |
4 | $10,552.89 | $527.64 | $11,080.53 | $339.68 | $10,743.90 |
5 | $10,743.90 | $537.20 | $11,281.10 | $345.83 | $10,938.36 |
6 | $10,938.36 | $546.92 | $11,485.28 | $352.09 | $11,136.34 |
7 | $11,136.34 | $556.82 | $11,693.16 | $358.46 | $11,337.91 |
8 | $11,337.91 | $566.90 | $11,904.81 | $364.95 | $11,543.13 |
9 | $11,543.13 | $577.16 | $12,120.29 | $371.56 | $11,752.06 |
10 | $11,752.06 | $587.60 | $12,339.66 | $378.28 | $11,964.77 |
Cumulative | $5,427.55 | $3,494.09 |
Share Class | Ticker | Institutional | PIEFX |
■ | 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 may be 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 Hermes 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 Hermes 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 Hermes Complex; Director or Trustee of the Funds in the Federated Hermes Complex; President, Chief
Executive Officer and Director, Federated Hermes, 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 |
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 Hermes Complex; Director or Trustee of certain of the Funds in the Federated Hermes Complex; Vice
President, Federated Hermes, 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 Hermes 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 Hermes, Inc. and due to positions they hold with Federated Hermes, Inc. 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 Hermes 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 Hermes Complex; formerly, Chairman and CEO, The Collins Group, Inc. (a private equity firm) (Retired).
|
$0 | $286,000 |
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 Hermes Complex (past calendar year) |
G. Thomas Hough
Birth Date: February 28, 1955 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee, Chair of the Audit Committee of the Federated Hermes Complex; formerly, Vice Chair, Ernst & Young LLP (public accounting firm) (Retired).
|
$0 | $286,000 |
Maureen Lally-Green
Birth Date: July 5, 1949 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee of the Federated Hermes Complex; Adjunct Professor of Law, Duquesne University School of Law; formerly, Dean of the Duquesne University School of Law and Professor of
Law and Interim Dean of the Duquesne University School of Law; formerly, Associate General Secretary and Director, Office of Church Relations, Diocese of Pittsburgh.
|
$0 | $286,000 |
Charles F. Mansfield, Jr.
Birth Date: April 10, 1945 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee of the Federated Hermes Complex; Management Consultant and Author.
|
$0 | $260,000 |
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 Hermes Complex (past calendar year) |
Thomas M. O’Neill
Birth Date: June 14, 1951 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee, of the Federated Hermes Complex; Sole Proprietor, Navigator Management Company (investment and strategic consulting).
|
$0 | $321,000 |
P. Jerome Richey
Birth Date: February 23, 1949 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee of the Federated Hermes 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 | $260,000 |
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 Hermes 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 | $345,000 |
+ | 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 Hermes 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 Hermes Complex. He is General Counsel, Chief Legal Officer, Secretary and Executive Vice
President, Federated Hermes, 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 Hermes in 1984 and is a member of the Pennsylvania Bar Association.
|
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 Hermes Complex; Vice President and Chief Compliance Officer of Federated Hermes, Inc. and Chief Compliance Officer of
certain of its subsidiaries. Mr. Van Meter joined Federated Hermes, Inc. 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 41st 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 Hermes 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 Emeritus1 |
Peter E. Madden | $0 | $52,000.00 |
1 | The fees paid to a 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. | Seven |
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 Emerging Markets Equity Fund |
Aggregate
Dollar Range of Shares Owned in Federated Hermes 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 Martin Schulz |
Total Number of Additional Accounts
Managed/Total Assets* |
||
Registered Investment Companies | 2/$674.4 million | ||
Other Pooled Investment Vehicles | 0/$0 | ||
Other Accounts | 1/$1.2 million |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
Types of Accounts Managed
by Calvin Zhang |
Total Number of Additional Accounts
Managed/Total Assets* |
||
Registered Investment Companies | 2/$1.3 billion | ||
Other Pooled Investment Vehicles | 0/$0 | ||
Other Accounts | 1/$1.2 million |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
■ | A due diligence team made up of employees of the Adviser and/or its affiliates will meet with the proxy voting service on an annual basis and determine through a review of their policies and procedures and through inquiry that the proxy voting service has established a system of internal controls that provide reasonable assurance that their voting recommendations are not influenced by the business relationships they have with the subjects of their research. |
■ | Whenever the standard voting guidelines call for voting a proposal in accordance with the proxy voting service recommendation and the proxy voting service has disclosed that they have a conflict of interest with respect to that issuer, the PVOT will take the following steps: (a) the PVOT will obtain a copy of the research report and recommendations published by another proxy voting service for that issuer; (b) the Director of Proxy Voting, or his designee, will review both the engaged proxy voting service research report and the research report of the other proxy voting service and determine what vote will be cast. The PVOT will report all proxies voted in this manner to the Proxy Committee on a quarterly basis. Alternatively, the PVOT may seek direction from the Committee on how the proposal shall be voted. |
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 |
For the Year Ended May 31 | 2020 | 2019 | 2018 | |
Advisory Fee Earned | $116,297 | $119,907 | $131,811 | |
Advisory Fee Waived | $116,146 | $119,907 | $108,823 | |
Advisory Fee Reimbursed | $151 | $— | $— | |
Former Adviser Expense Reimbursement | $32,472 | $19,239 | $— | |
Brokerage Commissions | $17,438 | $13,948 | $16,413 | |
Net Administrative Fee | $5,582 | $5,723 | $12,729 |
1 | For periods prior to November 18, 2019, information provided is for the Predecessor Fund. |
Gross income from securities lending activities | $1,009 |
Fees and/or compensation for securities lending activities and related services | |
Fees paid to securities lending agent from a revenue split | (242) |
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split | (72) |
Administrative fees not included in revenue split | — |
Indemnification fee not included in revenue split | — |
Rebate (paid to borrower) | 874 |
Other fees not included in revenue split (specify) | — |
Aggregate fees/compensation for securities lending activities | $560 |
Net income from securities lending activities | $1,569 |
Share Class | Ticker | A | C | R6 |
Shareholder Fees (fees paid directly from your investment) | A | C | R6 |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
5.50% | None | None |
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)
|
0.00% | 1.00% | None |
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of offering price)
|
None | None | None |
Redemption Fee (as a percentage of amount redeemed, if applicable)
|
None | None | None |
Exchange Fee
|
None | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
|
|||
Management Fee
|
0.90% | 0.90% | 0.90% |
Distribution (12b-1) Fee
|
0.00%1 | 0.75% | None |
Other Expenses2
|
2.47% | 2.47% | 2.12% |
Total Annual Fund Operating Expenses
|
3.37% | 4.12% | 3.02% |
Fee Waivers and/or Expense Reimbursements
|
(2.13)% | (2.13)% | (2.04)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements3
|
1.24% | 1.99% | 0.98% |
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 and pay a Distribution (12b-1) Fee of up to a maximum of 0.05%. No such fee is currently incurred and paid by the A class of the Fund. The A class of the Fund will not incur and pay such a Distribution (12b-1) Fee until such time as approved by the Trustees. |
2 | Other Expenses are based on estimated amounts for the current fiscal year. |
3 | The Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. Total annual fund operating expenses (excluding acquired fund fees and expenses, tax reclaim recovery expenses, interest expense, extraordinary expenses, and proxy-related expenses, paid by the Fund, if any) paid by the Fund’s A class, C class and R6 class (after the voluntary waivers and/or reimbursements) will not exceed 1.23%, 1.98% and 0.97% (the “Fee Limit”), respectively, up to but not including the later of (the “Termination Date”): (a) August 1, 2021; 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. |
■ | Stock Market Risk. The value of equity securities in the Fund’s portfolio will fluctuate and, as a result, the Fund’s Share price may decline suddenly or over a sustained period of time. Information publicly available about a company, whether from the company’s financial statements or other disclosures or from third parties, or information available to some but not all market participants, can affect the price of a company’s shares in the market. Among other factors, equity securities may decline in value because of an increase in interest rates or changes in the stock market. Recent and potential future changes in industry and/or economic trends, as well as changes in monetary policy made by central banks and/or their governments, also can affect the level of interest rates and contribute to the development of or increase in volatility, illiquidity, shareholder redemptions and other adverse effects (such as a decline in a company’s stock price), which could negatively impact the Fund’s performance. |
■ | 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, industry or economic trends and developments or public health risks, such as epidemics or pandemics, 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. |
■ | 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. |
■ | Risk of Investing in Depositary Receipts and Domestically Traded Securities of Foreign Issuers. Because the Fund may invest in American Depositary Receipts and other domestically traded securities of foreign companies, whether in the United States or in foreign local markets, the Fund’s Share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than would otherwise be the case. |
■ | Risk of Investing in Emerging Market Countries. Securities issued or traded in emerging markets, including frontier markets, generally entail greater risks than securities issued or traded in developed markets. For example, 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. |
■ | Greater China Risk. Although larger and/or more established than many emerging markets, the markets of the Greater China region function in many ways as emerging markets, and carry the high levels of risks associated with emerging markets. Investments in the Greater China region may be subject to the risks associated with trading on less-developed trading markets, in addition to acute political risks such as possible negative repercussions resulting from China’s relationship with Taiwan or Hong Kong, restrictions on monetary repatriation, or other adverse government actions. As export-driven economies, the economies of countries in the Greater China region are affected by developments in the economies of their principal trading partners. |
■ | 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. |
■ | European Union and Eurozone Related Risk. A number of countries in the European Union (EU), including certain countries within the EU that have adopted the euro (Eurozone), have experienced, and may continue to experience, severe economic and financial difficulties. Additional countries within the EU 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. |
■ | Liquidity Risk. The securities in which the Fund invests may be less readily marketable and may be subject to greater fluctuation in price than other securities. |
■ | Small-Cap Company Risk. The Fund may invest in small capitalization (or “small-cap”) companies. Small-cap companies may have less liquid stock, a more volatile share price, unproven track records, a limited product or service base and limited access to capital. The above factors could make small-cap companies more likely to fail than larger companies, and increase the volatility of the Fund’s portfolio, performance and Share price. |
■ | Mid-Cap Company Risk. The Fund may invest in mid-capitalization (or “mid-cap”) companies. Mid-cap companies often have narrower markets, limited managerial and financial resources, more volatile performance and greater risk of failure, compared to larger, more established companies. These factors could increase the volatility of the Fund’s portfolio, performance and Share price. |
■ | Sector Risk. A substantial part of the Fund’s portfolio may be comprised of securities issued by companies in the financial services industry. In addition, a substantial part of the Fund’s portfolio may be comprised of securities credit enhanced by companies with similar characteristics. As a result, the Fund will be more susceptible to any economic, business, political or other developments that generally affect these companies. Developments affecting companies in the financial services industry or companies with similar characteristics might include changes in interest rates, changes in the economic cycle affecting credit losses and regulatory changes. |
■ | Focused Investment Risk. To the extent that the Fund focuses its investments in the securities of a particular issuer or companies in a particular country, group of countries, region, market, industry, group of industries, sector, or asset class, the Fund’s exposure to various risks may be heightened, including price volatility and adverse economic, market, political, or regulatory occurrences affecting that issuer, country, group of countries, region, market, industry, group of industries, sector, or asset class. |
■ | Risk Related to Investing for Growth. Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. Additionally, growth stocks may not pay dividends or may pay lower dividends than value stocks. |
■ | Risk of Investing in Derivative Contracts. Derivative contracts involve risks different from, or possibly greater than, risks associated with investing directly in securities and other traditional investments. Specific risk issues related to the use of such contracts include valuation and tax issues, increased potential for losses and/or costs to the Fund and a potential reduction in gains to the Fund. Each of these issues is described in greater detail in this Prospectus. Derivative contracts may also involve other risks described in this Prospectus, such as stock market, interest rate, credit, currency, liquidity and leverage risks. |
■ | Issuer Credit Risk. It is possible that interest or principal on securities will not be paid when due. 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. |
■ | 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. |
■ | Leverage Risk. Leverage risk is created when an investment (such as a derivative transaction) exposes the Fund to a level of risk that exceeds the amount invested. Changes in the value of such an investment magnify the Fund’s risk of loss and potential for gain. |
■ | Custodial Services and Related Investment Cost. 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. |
■ | Technology Risk. The Adviser uses various technologies in managing the Fund consistent with its investment objective 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. |
1. | The MSCI Emerging Markets Index is designed to measure the performance of growth companies within developed and emerging equity markets, excluding the U.S. and frontier markets. |
2. | The MSCI Emerging Markets Growth Index captures large- and mid-cap securities exhibiting overall growth style characteristics across 26 emerging markets countries. |
3. | Morningstar figures represent the average of the total returns reported by all the funds designated by Morningstar as falling into the respective category indicated. |
■ | obtain premiums from the sale of derivative contracts; |
■ | realize gains from trading a derivative contract; or |
■ | hedge against potential losses. |
■ | 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. |
■ | 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 Amounts1 |
Maximum Sales Charges | ||
Shares Offered |
Front-End
Sales Charge2 |
Contingent
Deferred Sales Charge3 |
|
A | $1,500/$100 | 5.50% | 0.00% |
C | $1,500/$100 | None | 1.00% |
1 | The minimum initial and subsequent investment amounts for Individual Retirement Accounts (IRAs) are generally $250 and $100, respectively. There is no minimum initial or subsequent investment amount required for employer-sponsored retirement plans; however, such accounts remain subject to the Fund’s policy on “Accounts with Low Balances” as discussed later in this Prospectus. Please see “By Systematic Investment Program” for applicable minimum investment. Financial intermediaries may impose higher or lower minimum investment requirements on their customers than those imposed by the Fund. |
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 $50,000 | 5.50% | 5.82% |
$50,000 but less than $100,000 | 4.50% | 4.71% |
$100,000 but less than $250,000 | 3.75% | 3.90% |
$250,000 but less than $500,000 | 2.50% | 2.56% |
$500,000 but less than $1 million | 2.00% | 2.04% |
$1 million or greater1 | 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; |
■ | Excluding any Federated Hermes fund A class without a sales charge (“no-load A class”), combining concurrent purchases of and/or current investments in the A class, B class, C class, F class and R class of any Federated Hermes 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 Hermes 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 Hermes 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 Hermes 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 Hermes 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 Hermes Fund; |
■ | An investor (including a natural person) who acquired the R6 class of a Federated Hermes 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 Hermes or its investment advisory subsidiaries, an investor (including a natural person) who: (1) becomes a client of an investment advisory subsidiary of Federated Hermes; or (2) is a shareholder or interest holder of a pooled investment vehicle or product that becomes advised or subadvised by a Federated Hermes 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 $50,000 | 5.00% |
$50,000 but less than $100,000 | 4.00% |
$100,000 but less than $250,000 | 3.25% |
$250,000 but less than $500,000 | 2.25% |
$500,000 but less than $1 million | 1.80% |
$1 million or greater | 0.00% |
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 Hermes (“Federated Hermes funds”) to lend and borrow money for certain temporary purposes directly to and from other Federated Hermes 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. Effective June 24, 2020, the Fund participates with certain other Federated Hermes funds, on a several basis, in an up to $500,000,000 unsecured, 364-day, committed, revolving line of credit (LOC) agreement. The LOC was made available to temporarily finance 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 interfund loan is outstanding. |
■ | 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). |
Year Ended May 31, |
Period Ended
5/31/20173 |
|||
20202 | 2019 | 2018 | ||
Net Asset Value, Beginning of Period | $11.23 | $13.23 | $11.09 | $10.00 |
Income From Investment Operations: | ||||
Net investment income (loss)4 | (0.00)5 | 0.05 | 0.03 | 0.03 |
Net realized and unrealized gain (loss) | 0.98 | (1.84) | 2.17 | 1.04 |
TOTAL FROM INVESTMENT OPERATIONS | 0.98 | (1.79) | 2.20 | 1.07 |
Less Distributions: | ||||
Distributions from net investment income | (0.05) | (0.02) | (0.03) | — |
Distributions from net realized gain | — | (0.19) | (0.03) | — |
TOTAL DISTRIBUTIONS | (0.05) | (0.21) | (0.06) | — |
Payment by Affiliate4 | — | —5,6 | — | 0.027 |
Net Asset Value, End of Period | $12.16 | $11.23 | $13.23 | $11.09 |
Total Return8 | 8.74% | (13.38)%6 | 19.84% | 10.90%7 |
Ratios to Average Net Assets: | ||||
Net expenses9 | 1.11% | 1.25% | 1.25% | 1.25%10 |
Net investment income (loss) | (0.04)% | 0.43% | 0.26% | 1.71%10 |
Expense waiver/reimbursement11 | 2.07% | 1.06% | 0.83% | 2.29%10 |
Supplemental Data: | ||||
Net assets, end of period (000 omitted) | $13,749 | $11,557 | $13,392 | $11,107 |
Portfolio turnover | 39% | 34% | 36% | 7% |
1 | PNC Emerging Markets Equity Fund (the “Predecessor Fund”) was reorganized into Federated Emerging Markets Equity Fund (the “Fund”), a portfolio of the Federated Adviser Series, as of the close of business on November 15, 2019. The Fund is the successor to the Predecessor Fund. The performance information and financial information presented incorporates the operations of the Predecessor Fund, which, as a result of the reorganization, are the Fund’s operations. |
2 | Beginning with the year ended May 31, 2020, the Fund was audited by KPMG LLP. The previous years and period ended May 31, 2016 were audited by another independent registered public accounting firm. |
3 | Reflects operations for the period from March 31, 2017 (date operations of the Predecessor Fund commenced) to May 31, 2017. |
4 | Per share data calculated using average shares method. |
5 | Represents less than $0.01. |
6 | During the year ended May 31, 2019, a payment was made by PNC Capital Advisors, LLC (the “former Adviser”) to offset a trade error in the Fund. The payment, net of the error, had no impact to the total return of the Fund. |
7 | During the period ended May 31, 2017, a payment was made by the former Adviser to offset a trade error in the Fund. Excluding this item, the total return would have been 10.80% for Class I Shares. |
8 | Based on net asset value. Total returns for periods less than one year are not annualized. |
9 | Amount does not reflect net expenses incurred by investment companies in which the Fund may invest. |
10 | Computed on an annualized basis. |
11 | This expense decrease is reflected in both the net expense and the net investment income ratios shown above. Amount does not reflect expense waiver/reimbursement recorded by investment companies in which the Fund may invest. |
FEDERATED HERMES EMERGING MARKETS EQUITY FUND - A CLASS | |||||
ANNUAL EXPENSE RATIO: 3.37% | |||||
MAXIMUM FRONT-END SALES CHARGE: 5.50% | |||||
Year |
Hypothetical
Beginning Investment |
Hypothetical
Performance Earnings |
Investment
After Returns |
Hypothetical
Expenses |
Hypothetical
Ending Investment |
1 | $10,000.00 | $472.50 | $9,922.50 | $871.06 | $9,604.04 |
2 | $9,604.04 | $480.20 | $10,084.24 | $326.29 | $9,760.59 |
3 | $9,760.59 | $488.03 | $10,248.62 | $331.61 | $9,919.69 |
4 | $9,919.69 | $495.98 | $10,415.67 | $337.02 | $10,081.38 |
5 | $10,081.38 | $504.07 | $10,585.45 | $342.51 | $10,245.71 |
6 | $10,245.71 | $512.29 | $10,758.00 | $348.09 | $10,412.72 |
7 | $10,412.72 | $520.64 | $10,933.36 | $353.77 | $10,582.45 |
8 | $10,582.45 | $529.12 | $11,111.57 | $359.54 | $10,754.94 |
9 | $10,754.94 | $537.75 | $11,292.69 | $365.40 | $10,930.25 |
10 | $10,930.25 | $546.51 | $11,476.76 | $371.35 | $11,108.41 |
Cumulative | $5,087.09 | $4,006.64 |
FEDERATED HERMES EMERGING MARKETS EQUITY FUND - C CLASS | |||||
ANNUAL EXPENSE RATIO: 4.12% | |||||
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 | $413.81 | $10,088.00 |
2 | $10,088.00 | $504.40 | $10,592.40 | $417.45 | $10,176.77 |
3 | $10,176.77 | $508.84 | $10,685.61 | $421.13 | $10,266.33 |
4 | $10,266.33 | $513.32 | $10,779.65 | $424.83 | $10,356.67 |
5 | $10,356.67 | $517.83 | $10,874.50 | $428.57 | $10,447.81 |
6 | $10,447.81 | $522.39 | $10,970.20 | $432.34 | $10,539.75 |
7 | $10,539.75 | $526.99 | $11,066.74 | $436.15 | $10,632.50 |
8 | $10,632.50 | $531.63 | $11,164.13 | $439.99 | $10,726.07 |
9 | $10,726.07 | $536.30 | $11,262.37 | $443.86 | $10,820.46 |
10 | $10,820.46 | $541.02 | $11,361.48 | $447.76 | $10,915.68 |
Cumulative | $5,202.72 | $4,305.89 |
FEDERATED HERMES EMERGING MARKETS EQUITY FUND - R6 CLASS | |||||
ANNUAL EXPENSE RATIO: 3.02% | |||||
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 | $304.99 | $10,198.00 |
2 | $10,198.00 | $509.90 | $10,707.90 | $311.03 | $10,399.92 |
3 | $10,399.92 | $520.00 | $10,919.92 | $317.19 | $10,605.84 |
4 | $10,605.84 | $530.29 | $11,136.13 | $323.47 | $10,815.84 |
5 | $10,815.84 | $540.79 | $11,356.63 | $329.87 | $11,029.99 |
6 | $11,029.99 | $551.50 | $11,581.49 | $336.40 | $11,248.38 |
7 | $11,248.38 | $562.42 | $11,810.80 | $343.06 | $11,471.10 |
8 | $11,471.10 | $573.56 | $12,044.66 | $349.86 | $11,698.23 |
9 | $11,698.23 | $584.91 | $12,283.14 | $356.78 | $11,929.85 |
10 | $11,929.85 | $596.49 | $12,526.34 | $363.85 | $12,166.06 |
Cumulative | $5,469.86 | $3,336.50 |
■ | 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). |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing share of the same fund; |
■ | Share purchase by employees and registered representatives of Baird or its affiliate and their family members as designated by Baird; |
■ | Shares purchase 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 accounts; and (3) redeemed shares were subject to a front-end or deferred sales charge (known as rights of reinstatement); |
■ | Class C (i.e., level-load) shares that are no longer subject to a CDSC and are exchanged to Class A shares (or the appropriate share class) of the same fund pursuant to Baird’s intra-fund share class policies and procedures; |
■ | Employer-sponsored retirement plans or charitable accounts in a transactional brokerage account at Baird, including 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 sold upon the death or disability of the shareholder; |
■ | Shares sold as part of a systematic withdrawal plan as described in the Fund’s Prospectus; |
■ | Shares bought due to returns of excess contributions from an IRA Account; |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts pursuant to the Internal Revenue Code; |
■ | Shares sold to pay Baird fees but only if the transaction is initiated by Baird; |
■ | Shares acquired through a right of reinstatement. |
■ | Breakpoints as described in this prospectus; |
■ | Rights of accumulations which entitles 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 Baird. Eligible fund family assets not held at Baird may be included in the rights of accumulations calculation only if the shareholder notifies his or her financial advisor about such assets; |
■ | Letters of Intent (LOI) allow for breakpoint discounts based on anticipated purchases within a fund family through Baird, over a 13-month period of time. |
■ | Associates of Edward Jones and its affiliates and their family members who are in the same pricing group (as determined by Edward Jones under its policies and procedures) as the associate. This waiver will continue for the remainder of the associate’s life if the associate retires from Edward Jones in good-standing and remains in good standing pursuant to Edward Jones’ policies and procedures. |
■ | Shares purchased in an Edward Jones fee-based program. |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment. |
■ | Shares purchased from the proceeds of redeemed shares of the same fund family so long as the following conditions are met: (1) the proceeds are from the sale of shares within 60 days of the purchase; and (2) the sale and purchase are made in the same share class and the same account or the purchase is made in an individual retirement account with proceeds from liquidations in a non-retirement account. |
■ | Shares exchanged into Class A shares from another share Class so long as the exchange is into the same fund and was initiated at the discretion of Edward Jones. Edward Jones is responsible for any remaining CDSC due to the fund company, if applicable. Any future purchases are subject to the applicable sales charge as disclosed in the prospectus. |
■ | Exchanges from Class C shares to Class A shares of the same fund, generally, in the 84th month following the anniversary of the purchase date or earlier at the discretion of Edward Jones. Edward Jones will be responsible for any remaining CDSC due to the fund company, if applicable. |
■ | Shares sold upon the death or disability of the shareholder |
■ | Shares sold as part of a systematic withdrawal plan (limited to up to 10% per year of the account value) |
■ | Return of excess contributions from an Individual Retirement Account (IRA) |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations |
■ | Shares sold to pay Edward Jones fees or costs in such cases where the transaction is initiated by Edward Jones |
■ | Shares exchanged in an Edward Jones fee-based program. Edward Jones is responsible for any remaining CDSC due to the fund company, if applicable. |
■ | Shares acquired through a right of reinstatement |
■ | The applicable sales charge on a purchase of Class A shares is determined by taking into account all share classes (except any money market funds and retirement plan share classes) of the fund family held by the shareholder or in an account grouped by Edward Jones with other accounts for the purpose of providing certain pricing considerations (“pricing groups”). This includes all share classes held on the Edward Jones platform and/or held on another platform. The inclusion of eligible fund family assets in the rights of accumulation calculation is dependent on the shareholder notifying his or her financial advisor of such assets at the time of calculation. |
■ | ROA is determined by calculating the higher of cost or market value (current shares x NAV). |
■ | Through a LOI, shareholders can receive the sales charge and breakpoint discounts for purchases shareholders intend to make over a 13-month period from the date Edward Jones receives the LOI. The LOI is determined by calculating the higher of cost or market value of qualifying holdings at LOI initiation in combination with the value that the shareholder intends to buy over a 13-month period to calculate the front-end sales charge and any breakpoint discounts. Each purchase the shareholder makes during that 13-month period will receive the sales charge and breakpoint discount that applies to the total amount. The inclusion of eligible fund family assets in the LOI calculation is dependent on the shareholder notifying his or her financial advisor of such assets at the time of calculation. Purchases made before the LOI is received by Edward Jones are not covered under the LOI and will not reduce the sales charge previously paid. Sales charges will be adjusted if LOI is not met. |
■ | 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 purchased by employees and registered representatives of Janney or its affiliates and their family members as designated by Janney. |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided: (1) the repurchase occurs within ninety (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., right of reinstatement). |
■ | 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. |
■ | Shares acquired through a right of reinstatement. |
■ | Class C shares that are no longer subject to a contingent deferred sales charge and are exchanged to Class A shares (or the appropriate share class) of the same fund pursuant to Janney’s intra-fund share class policies and procedures. |
■ | Shares sold upon the death or disability of the shareholder. |
■ | Shares sold as part of a systematic withdrawal plan as described in the fund’s Prospectus. |
■ | Shares purchased in connection with a return of excess contributions from an IRA account. |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations. |
■ | Shares sold to pay Janney fees but only if the transaction is initiated by Janney. |
■ | Shares acquired through a right of reinstatement. |
■ | Shares exchanged into the same share class of a different Federated Hermes fund, 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). |
■ | Breakpoints as described in the fund’s 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 Janney. Eligible fund family assets not held at Janney may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets. |
■ | Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Janney may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets. |
■ | 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 a 529 Plan (does not include 529 Plan units or 529-specific share classes or equivalents; |
■ | Shares purchased through a Merrill Lynch affiliated investment advisory program or exchanged due to the holdings moving from the program; |
■ | Shares exchanged due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers; |
■ | 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 (if applicable); |
■ | 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 (i.e., level-load) shares of the same fund pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers; |
■ | 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 the prospectus; |
■ | Eligible 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). Automated transactions (i.e., systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill Lynch’s account maintenance fees are not eligible for 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 pursuant to the Internal Revenue Code; |
■ | 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 exchanged for a lower cost share class due to transfer to certain fee based accounts or platforms (applicable to A and C shares only); |
■ | Class A Shares received through an exchange due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers. |
■ | Breakpoints as described in this prospectus; |
■ | Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts as described in the Fund’s prospectus will be automatically calculated based on the aggregated holding of fund family assets held by accounts (including 529 program holdings, where applicable) 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 (if applicable). |
■ | 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. |
■ | 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 an OPCO affiliated investment advisory program |
■ | Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund (but not any other fund within the fund family) |
■ | 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 OPCO |
■ | Employees and registered representatives of OPCO 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 |
■ | 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 pursuant to the Internal Revenue Code |
■ | Shares sold to pay OPCO fees but only if the transaction is initiated by OPCO |
■ | Shares acquired through a right of reinstatement |
■ | 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 OPCO. Eligible fund family assets not held at OPCO may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets |
■ | Shares purchased in an investment advisory program. |
■ | Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions. |
■ | 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 the qualified age based on applicable IRS regulations 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 calculation of rights of accumulation only if the shareholder notifies his or her financial advisor about such assets. |
■ | Letters of Intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets. |
■ | Class C shares that have been held for more than seven (7) years will be converted to Class A shares of the same Fund pursuant to Stifel’s policies and procedures |
Share Class | Ticker | A | C | R6 |
■ | 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 may be 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. |
2020 | 2019 | 2018 | ||||
Total Sales
Charges |
Amount
Retained |
Total Sales
Charges |
Amount
Retained |
Total Sales
Charges |
Amount
Retained |
|
Class A Shares | $0 | $0 | $9 | $0 | $0 | $0 |
■ | Outstanding skills in disciplines deemed by the Independent Trustees to be particularly relevant to the role of Independent Trustee and to the Federated Hermes 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 Hermes 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 Hermes Complex; Director or Trustee of the Funds in the Federated Hermes Complex; President, Chief
Executive Officer and Director, Federated Hermes, 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 |
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 Hermes Complex; Director or Trustee of certain of the Funds in the Federated Hermes Complex; Vice
President, Federated Hermes, 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 Hermes 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 Hermes, Inc. and due to positions they hold with Federated Hermes, Inc. 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 Hermes 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 Hermes Complex; formerly, Chairman and CEO, The Collins Group, Inc. (a private equity firm) (Retired).
|
$0 | $286,000 |
G. Thomas Hough
Birth Date: February 28, 1955 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee, Chair of the Audit Committee of the Federated Hermes Complex; formerly, Vice Chair, Ernst & Young LLP (public accounting firm) (Retired).
|
$0 | $286,000 |
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 Hermes 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 Hermes Complex; Adjunct Professor of Law, Duquesne University School of Law; formerly, Dean of the Duquesne University School of Law and Professor of
Law and Interim Dean of the Duquesne University School of Law; formerly, Associate General Secretary and Director, Office of Church Relations, Diocese of Pittsburgh.
|
$0 | $286,000 |
Charles F. Mansfield, Jr.
Birth Date: April 10, 1945 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee of the Federated Hermes Complex; Management Consultant and Author.
|
$0 | $260,000 |
Thomas M. O’Neill
Birth Date: June 14, 1951 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee, of the Federated Hermes Complex; Sole Proprietor, Navigator Management Company (investment and strategic consulting).
|
$0 | $321,000 |
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 Hermes 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 Hermes 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 | $260,000 |
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 Hermes 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 | $345,000 |
+ | 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 Hermes 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 Hermes Complex. He is General Counsel, Chief Legal Officer, Secretary and Executive Vice
President, Federated Hermes, 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 Hermes 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 Hermes Complex; Vice President and Chief Compliance Officer of Federated Hermes, Inc. and Chief Compliance Officer of
certain of its subsidiaries. Mr. Van Meter joined Federated Hermes, Inc. 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 41st 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 Hermes 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 Emeritus1 |
Peter E. Madden | $0 | $52,000.00 |
1 | The fees paid to a 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. | Seven |
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 Emerging Markets Equity Fund |
Aggregate
Dollar Range of Shares Owned in Federated Hermes 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 Martin Schulz |
Total Number of Additional Accounts
Managed/Total Assets* |
||
Registered Investment Companies | 2/$674.4 million | ||
Other Pooled Investment Vehicles | 0/$0 | ||
Other Accounts | 1/$1.2 million |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
Types of Accounts Managed
by Calvin Zhang |
Total Number of Additional Accounts
Managed/Total Assets* |
||
Registered Investment Companies | 2/$1.3 billion | ||
Other Pooled Investment Vehicles | 0/$0 | ||
Other Accounts | 1/$1.2 million |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
■ | A due diligence team made up of employees of the Adviser and/or its affiliates will meet with the proxy voting service on an annual basis and determine through a review of their policies and procedures and through inquiry that the proxy voting service has established a system of internal controls that provide reasonable assurance that their voting recommendations are not influenced by the business relationships they have with the subjects of their research. |
■ | Whenever the standard voting guidelines call for voting a proposal in accordance with the proxy voting service recommendation and the proxy voting service has disclosed that they have a conflict of interest with respect to that issuer, the PVOT will take the following steps: (a) the PVOT will obtain a copy of the research report and recommendations published by another proxy voting service for that issuer; (b) the Director of Proxy Voting, or his designee, will review both the engaged proxy voting service research report and the research report of the other proxy voting service and determine what vote will be cast. The PVOT will report all proxies voted in this manner to the Proxy Committee on a quarterly basis. Alternatively, the PVOT may seek direction from the Committee on how the proposal shall be voted. |
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 |
For the Year Ended May 31 | 2020 | 2019 | 2018 | |
Advisory Fee Earned | $116,297 | $119,907 | $131,811 | |
Advisory Fee Waived | $116,146 | $119,907 | $108,823 | |
Advisory Fee Reimbursed | $151 | $— | $— | |
Former Adviser expense Reimbursement | $32,472 | $19,239 | $— | |
Brokerage Commissions | $17,438 | $13,948 | $16,413 | |
Net Administrative Fee | $5,582 | $5,723 | $12,729 |
1 | For periods prior to November 18, 2019, information provided is for the Predecessor Fund. |
Gross income from securities lending activities | $1,009 |
Fees and/or compensation for securities lending activities and related services | |
Fees paid to securities lending agent from a revenue split | (242) |
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split | (72) |
Administrative fees not included in revenue split | — |
Indemnification fee not included in revenue split | — |
Rebate (paid to borrower) | 874 |
Other fees not included in revenue split (specify) | — |
Aggregate fees/compensation for securities lending activities | $560 |
Net income from securities lending activities | $1,569 |
Share Class | Ticker | A | PMIEX | C | PIUCX | Institutional | PIUIX | R6 | PEIRX |
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)
|
5.50% | 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 Fee1
|
0.85% | 0.85% | 0.85% | 0.85% |
Distribution (12b-1) Fee
|
0.00%2 | 0.75% | None | None |
Other Expenses
|
0.61% | 0.75% | 0.21%3 | 0.18% |
Total Annual Fund Operating Expenses
|
1.46% | 2.35% | 1.06% | 1.03% |
Fee Waivers and/or Expense Reimbursements
|
(0.26)% | (0.40)% | (0.11)% | (0.12)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements4
|
1.20% | 1.95% | 0.95% | 0.91% |
1 | Represents contractual management fee for the Fund following a tax-free reorganization of the PNC International Equity Fund (the “Predecessor Fund”) into the Fund on November 15, 2019. |
2 | 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 and pay a Distribution (12b-1) Fee of up to a maximum of 0.05%. No such fee is currently incurred and paid by the A class of the Fund. The A class of the Fund will not incur and pay such a Distribution (12b-1) Fee until such time as approved by the Trustees. |
3 | The Fund may incur and pay 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 and paid by the IS class of the Fund. The IS class of the Fund will not incur and pay 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, tax reclaim recovery expenses, interest expense, extraordinary expenses, and proxy-related expenses, paid by the Fund, if any) paid by the Fund’s A class, C class, IS class and R6 class (after the voluntary waivers and/or reimbursements) will not exceed 1.19%, 1.94%, 0.94% and 0.90% (the “Fee Limit”), respectively, up to but not including the later of (the “Termination Date”): (a) August 1, 2021; 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. |
■ | Stock Market Risk. The value of equity securities in the Fund’s portfolio will fluctuate and, as a result, the Fund’s Share price may decline suddenly or over a sustained period of time. Information publicly available about a company, whether from the company’s financial statements or other disclosures or from third parties, or information available to some but not all market participants, can affect the price of a company’s shares in the market. Among other factors, equity securities may decline in value because of an increase in interest rates or changes in the stock market. Recent and potential future changes in industry and/or economic trends, as well as changes in monetary policy made by central banks and/or their governments, also can affect the level of interest rates and contribute to the development of or increase in volatility, illiquidity, shareholder redemptions and other adverse effects (such as a decline in a company’s stock price), which could negatively impact the Fund’s performance. |
■ | Small Cap Company Risk. The Fund may invest in small capitalization (or “small-cap”) companies. Small-cap companies may have less liquid stock, a more volatile share price, unproven track records, a limited product or service base, and limited access to capital. The above factors could make small-cap companies more likely to fail than larger companies, and increase the volatility of the Fund’s portfolio, performance and Share price. |
■ | Mid-Cap Company Risk. The Fund may invest in mid-capitalization (or “mid-cap”) companies. Mid-cap companies often have narrower markets, limited managerial and financial resources, more volatile performance and greater risk of failure, compared to larger, more established companies. These factors could increase the volatility of the Fund’s portfolio, performance and Share price. |
■ | 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, industry or economic trends and developments or public health risks, such as epidemics or pandemics, 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. |
■ | 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. |
■ | 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 economies may also experience more severe downturns (with corresponding currency devaluations) than developed economies. |
■ | Risk of Investing in Depositary Receipts and Domestically Traded Securities of Foreign Issuers. Because the Fund may invest in American Depositary Receipts and other domestically traded securities of foreign companies, whether in the United States or in foreign local markets, the Fund’s Share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than would otherwise be the case. |
■ | 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. |
■ | European Union and 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. |
■ | Focused Investment Risk. To the extent that the Fund focuses its investments in the securities of a particular issuer or companies in a particular country, group of countries, region, market, industry, group of industries, sector, or asset class, the Fund’s exposure to various risks may be heightened, including price volatility and adverse economic, market, political, or regulatory occurrences affecting that issuer, country, group of countries, region, market, industry, group of industries, sector, or asset class. |
■ | Risk of Investing in Derivative Contracts. Derivative contracts involve risks different from, or possibly greater than, risks associated with investing directly in securities and other traditional investments. Specific risk issues related to the use of such contracts include valuation and tax issues, increased potential for losses and/or costs to the Fund and a potential reduction in gains to the Fund. Each of these issues is described in greater detail in this Prospectus. Derivative contracts may also involve other risks described in this Prospectus, such as stock market, interest rate, credit, currency, liquidity and leverage risks. |
■ | Risk Related to Investing for Growth. Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. For instance, the price of a growth stock may experience a larger decline on a forecast of lower earnings, a negative fundamental development, or an adverse market development. Further, growth stocks may not pay dividends or may pay lower dividends than value stocks. This means they depend more on price changes for returns and may be more adversely affected in a down market compared to value stocks that pay higher dividends. |
■ | Risk Related to Investing for Value. Due to their relatively low valuations, value stocks are typically less volatile than growth stocks. For instance, the price of a value stock may experience a smaller increase on a forecast of higher earnings, a positive fundamental development or positive market development. Further, value stocks tend to have higher dividends than growth stocks. This means they depend less on price changes for returns and may lag behind growth stocks in an up market. |
■ | Custodial Services and Related Investment Cost. 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. |
■ | Liquidity Risk. Trading opportunities are more limited for fixed-income securities that have not received any credit ratings, have received any credit ratings below investment grade or are not widely held. |
■ | 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. 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 money or to lose the benefit of the transaction or prevent the Fund from selling or buying other securities to implement its investment strategy. |
■ | Technology Risk. The Adviser uses various technologies in managing the Fund consistent with its investment objective 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. |
1 | The MSCI All Country World (ACWI) ex USA Index, an unmanaged index capturing larger, mid-and small-cap representation across 22 of 23 Developed Markets countries (excluding the United States) and 24 Emerging Markets countries. |
2 | Morningstar figures represent the average of the total returns reported by all the mutual funds designated by Morningstar as falling into the respective category indicated. They do not reflect sales charges. |
■ | obtain premiums from the sale of derivative contracts; |
■ | realize gains from trading a derivative contract; or |
■ | hedge against potential losses. |
■ | 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. |
■ | 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 Amounts1 |
Maximum Sales Charges | ||
Shares Offered |
Front-End
Sales Charge2 |
Contingent
Deferred Sales Charge3 |
|
A | $1,500/$100 | 5.50% | 0.00% |
C | $1,500/$100 | None | 1.00% |
1 | The minimum initial and subsequent investment amounts for Individual Retirement Accounts (IRAs) are generally $250 and $100, respectively. There is no minimum initial or subsequent investment amount required for employer-sponsored retirement plans; however, such accounts remain subject to the Fund’s policy on “Accounts with Low Balances” as discussed later in this Prospectus. Please see “By Systematic Investment Program” for applicable minimum investment. Financial intermediaries may impose higher or lower minimum investment requirements on their customers than those imposed by the Fund. |
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 $50,000 | 5.50% | 5.82% |
$50,000 but less than $100,000 | 4.50% | 4.71% |
$100,000 but less than $250,000 | 3.75% | 3.90% |
$250,000 but less than $500,000 | 2.50% | 2.56% |
$500,000 but less than $1 million | 2.00% | 2.04% |
$1 million or greater1 | 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; |
■ | Excluding any Federated Hermes fund A class without a sales charge (“no-load A class”), combining concurrent purchases of and/or current investments in the A class, B class, C class, F class and R class of any Federated Hermes 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 Hermes 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 Hermes 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 Hermes 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 Hermes 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 Hermes Fund; |
■ | An investor (including a natural person) who acquired the IS class of a Federated Hermes 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 Hermes or its investment advisory subsidiaries, an investor (including a natural person) who: (1) becomes a client of an investment advisory subsidiary of Federated Hermes; or (2) is a shareholder or interest holder of a pooled investment vehicle or product that becomes advised or subadvised by a Federated Hermes 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 Hermes 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 Hermes 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 Hermes Fund; |
■ | An investor (including a natural person) who acquired the R6 class of a Federated Hermes 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 Hermes or its investment advisory subsidiaries, an investor (including a natural person) who: (1) becomes a client of an investment advisory subsidiary of Federated Hermes; or (2) is a shareholder or interest holder of a pooled investment vehicle or product that becomes advised or subadvised by a Federated Hermes 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 $50,000 | 5.00% |
$50,000 but less than $100,000 | 4.00% |
$100,000 but less than $250,000 | 3.25% |
$250,000 but less than $500,000 | 2.25% |
$500,000 but less than $1 million | 1.80% |
$1 million or greater | 0.00% |
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 Hermes (“Federated Hermes funds”) to lend and borrow money for certain temporary purposes directly to and from other Federated Hermes 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. Effective June 24, 2020, the Fund participates with certain other Federated Hermes funds, on a several basis, in an up to $500,000,000 unsecured, 364-day, committed, revolving line of credit (LOC) agreement. The LOC was made available to temporarily finance 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 interfund loan is outstanding. |
■ | 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. |
Year Ended May 31 | 20202 | 2019 | 2018 | 2017 | 2016 |
Net Asset Value, Beginning of Period | $22.13 | $24.57 | $21.70 | $18.42 | $20.45 |
Income From Investment Operations: | |||||
Net investment income (loss)3 | 0.09 | 0.24 | 0.25 | 0.20 | 0.21 |
Net realized and unrealized gain (loss) | (0.01) | (2.11) | 2.74 | 3.22 | (1.91) |
TOTAL FROM INVESTMENT OPERATIONS | 0.08 | (1.87) | 2.99 | 3.42 | (1.70) |
Less Distributions: | |||||
Distributions from net investment income | (0.26) | (0.17) | (0.12) | (0.14) | (0.33) |
Distributions from net realized gain | — | (0.40) | — | — | — |
TOTAL DISTRIBUTIONS | (0.26) | (0.57) | (0.12) | (0.14) | (0.33) |
Payment by Affiliate | — | 0.004,5 | 0.004,6 | — | — |
Net Asset Value, End of Period | $21.95 | $22.13 | $24.57 | $21.70 | $18.42 |
Total Return7 | 0.22% | (7.43)%5 | 13.86%6 | 18.70% | (8.31)% |
Ratios to Average Net Assets: | |||||
Net expenses8 | 1.22% | 1.25% | 1.20%9 | 1.28% | 1.27% |
Net investment income | 0.42% | 1.01% | 1.04%9 | 1.05% | 1.15% |
Expense waiver/reimbursement10 | 0.21% | 0.06% | 0.13% | 0.08% | 0.08% |
Supplemental Data: | |||||
Net assets, end of period (000 omitted) | $39,253 | $58,932 | $68,019 | $58,740 | $33,483 |
Portfolio turnover | 36% | 28% | 33% | 32% | 19% |
1 | PNC International Equity Fund (the “Predecessor Fund”) was reorganized into Federated International Equity Fund (the “Fund”), a portfolio of the Federated Adviser Series as of the close of business on November 15, 2019. The Fund is the successor to the Predecessor Fund. The performance information and financial information presented incorporates the operations of the Predecessor Fund, which, as a result of the reorganization, are the Fund’s operations. |
2 | Beginning with the year ended May 31, 2020, the Fund was audited by KPMG LLP. The previous years were audited by another independent registered public accounting firm. |
3 | Per share numbers have been calculated using the average shares method. |
4 | Represents less than $0.01. |
5 | During the period ended May 31, 2019, a payment was made by PNC Capital Advisors, LLC (the former Adviser) to offset a trade error in the Fund. The payment, net of the error, had no impact to the total return of the Fund. |
6 | During the period ended May 31, 2018, a payment was made by the former Adviser to offset a Brazilian dividend repatriation error in the Fund. The payment, net of the error, had no impact on the total return of the Fund. |
7 | Based on net asset value, which does not reflect the sales charge, redemption fee or contingent deferred sales charge, if applicable. |
8 | Amount does not reflect net expenses incurred by investment companies in which the Fund may invest. |
9 | During the fiscal year ended May 31, 2018, a portion of the Class A Shares distribution plan payable balance in excess of actual expenses incurred was reversed, which represented a 0.07% impact to Class A ratios. Excluding this item, the expense ratio would have been higher and the net investment income would have been lower. |
10 | This expense decrease is reflected in both the net expense and the net investment income ratios shown above. Amount does not reflect expense waiver/reimbursement recorded by investment companies in which the Fund may invest. |
Year Ended May 31 | 20202 | 2019 | 2018 | 2017 | 2016 |
Net Asset Value, Beginning of Period | $21.12 | $23.50 | $20.81 | $17.66 | $19.64 |
Income From Investment Operations: | |||||
Net investment income (loss)3 | (0.00)4 | 0.08 | 0.10 | 0.01 | 0.06 |
Net realized and unrealized gain (loss) | (0.09) | (2.02) | 2.59 | 3.14 | (1.80) |
TOTAL FROM INVESTMENT OPERATIONS | (0.09) | (1.94) | 2.69 | 3.15 | (1.74) |
Less Distributions: | |||||
Distributions from net investment income | (0.16) | (0.04) | (0.00) | (0.00) | (0.24) |
Distributions from net realized gain | — | (0.40) | — | — | — |
TOTAL DISTRIBUTIONS | (0.16) | (0.44) | (0.00) | (0.00) | (0.24) |
Payment by Affiliate | — | 0.004,5 | 0.004,6 | — | — |
Net Asset Value, End of Period | $20.87 | $21.12 | $23.50 | $20.81 | $17.66 |
Total Return7 | (0.54)% | (8.11)%5 | 13.00%6 | 17.86% | (8.87)% |
Ratios to Average Net Assets: | |||||
Net expenses8 | 1.96% | 1.97% | 1.96% | 1.96% | 1.90% |
Net investment income (loss) | (0.02)% | 0.35% | 0.46% | 0.05% | 0.35% |
Expense waiver/reimbursement9 | 0.36% | 0.55% | 0.07% | 0.08% | 0.08% |
Supplemental Data: | |||||
Net assets, end of period (000 omitted) | $4,978 | $5,895 | $4,909 | $3,108 | $3,126 |
Portfolio turnover | 36% | 28% | 33% | 32% | 19% |
1 | The Predecessor Fund was reorganized into the Fund, a portfolio of the Federated Adviser Series as of the close of business on November 15, 2019. The Fund is the successor to the Predecessor Fund. The performance information and financial information presented incorporates the operations of the Predecessor Fund, which, as a result of the reorganization, are the Fund’s operations. |
2 | Beginning with the year ended May 31, 2020, the Fund was audited by KPMG LLP. The previous years were audited by another independent registered public accounting firm. |
3 | Per share numbers have been calculated using the average shares method. |
4 | Represents less than $0.01. |
5 | During the period ended May 31, 2019, a payment was made by the former Adviser to offset a trade error in the Fund. The payment, net of the error, had no impact to the total return of the Fund. |
6 | During the period ended May 31, 2018, a payment was made by the former Adviser to offset a Brazilian dividend repatriation error in the Fund. The payment, net of the error, had no impact on the total return of the Fund. |
7 | Based on net asset value, which does not reflect the sales charge, redemption fee or contingent deferred sales charge, if applicable. |
8 | Amount does not reflect net expenses incurred by investment companies in which the Fund may invest. |
9 | This expense decrease is reflected in both the net expense and the net investment income ratios shown above. Amount does not reflect expense waiver/reimbursement recorded by investment companies in which the Fund may invest. |
Year Ended May 31 | 20202 | 2019 | 2018 | 2017 | 2016 |
Net Asset Value, Beginning of Period | $22.34 | $24.79 | $21.90 | $18.58 | $20.61 |
Income From Investment Operations: | |||||
Net investment income (loss)3 | 0.24 | 0.30 | 0.32 | 0.22 | 0.24 |
Net realized and unrealized gain (loss) | (0.10) | (2.12) | 2.76 | 3.28 | (1.90) |
TOTAL FROM INVESTMENT OPERATIONS | 0.14 | (1.82) | 3.08 | 3.50 | (1.66) |
Less Distributions: | |||||
Distributions from net investment income | (0.31) | (0.23) | (0.19) | (0.18) | (0.37) |
Distributions from net realized gain | — | (0.40) | — | — | — |
TOTAL DISTRIBUTIONS | (0.31) | (0.63) | (0.19) | (0.18) | (0.37) |
Payment by Affiliate | — | 0.004,5 | 0.004,6 | — | — |
Net Asset Value, End of Period | $22.17 | $22.34 | $24.79 | $21.90 | $18.58 |
Total Return7 | 0.47% | (7.12)%5 | 14.07%6 | 19.02% | (8.02)% |
Ratios to Average Net Assets: | |||||
Net expenses8 | 0.96% | 0.94% | 0.97% | 0.98% | 0.98% |
Net investment income | 1.04% | 1.28% | 1.35% | 1.11% | 1.31% |
Expense waiver/reimbursement9 | 0.07% | 0.00%10 | 0.07% | 0.08% | 0.08% |
Supplemental Data: | |||||
Net assets, end of period (000 omitted) | $769,635 | $939,068 | $1,334,669 | $995,486 | $769,692 |
Portfolio turnover | 36% | 28% | 33% | 32% | 19% |
1 | The Predecessor Fund was reorganized into the Fund, a portfolio of the Federated Adviser Series as of the close of business on November 15, 2019. The Fund is the successor to the Predecessor Fund. The performance information and financial information presented incorporates the operations of the Predecessor Fund, which, as a result of the reorganization, are the Fund’s operations. |
2 | Beginning with the year ended May 31, 2020, the Fund was audited by KPMG LLP. The previous years were audited by another independent registered public accounting firm. |
3 | Per share numbers have been calculated using the average shares method. |
4 | Represents less than $0.01. |
5 | During the period ended May 31, 2019, a payment was made by the former Adviser to offset a trade error in the Fund. The payment, net of the error, had no impact to the total return of the Fund. |
6 | During the period ended May 31, 2018, a payment was made by the former Adviser to offset a Brazilian dividend repatriation error in the Fund. The payment, net of the error, had no impact on the total return of the Fund. |
7 | Based on net asset value. |
8 | Amount does not reflect net expenses incurred by investment companies in which the Fund may invest. |
9 | This expense decrease is reflected in both the net expense and the net investment income ratios shown above. Amount does not reflect expense waiver/reimbursement recorded by investment companies in which the Fund may invest. |
10 | Represents less than 0.01%. |
|
Year Ended
5/31/20202 |
Period Ended
5/31/20193 |
Net Asset Value, Beginning of Period | $22.34 | $25.51 |
Income From Investment Operations: | ||
Net investment income (loss)4 | 0.24 | 0.39 |
Net realized and unrealized gain (loss) | (0.08) | (2.92) |
TOTAL FROM INVESTMENT OPERATIONS | 0.16 | (2.53) |
Less Distributions: | ||
Distributions from net investment income | (0.32) | (0.24) |
Distributions from net realized gain | — | (0.40) |
TOTAL DISTRIBUTIONS | (0.32) | (0.64) |
Payment by Affiliate | — | 0.005,6 |
Net Asset Value, End of Period | $22.18 | $22.34 |
Total Return7 | 0.56% | (9.17)%5 |
Ratios to Average Net Assets: | ||
Net expenses8 | 0.90% | 0.89%9 |
Net investment income | 1.07% | 1.76%9 |
Expense waiver/reimbursement10 | 0.10% | 0.02%9 |
Supplemental Data: | ||
Net assets, end of period (000 omitted) | $502,786 | $595,000 |
Portfolio turnover | 36% | 28%11 |
1 | The Predecessor Fund was reorganized into the Fund, a portfolio of the Federated Adviser Series as of the close of business on November 15, 2019. The Fund is the successor to the Predecessor Fund. The performance information and financial information presented incorporates the operations of the Predecessor Fund, which, as a result of the reorganization, are the Fund’s operations. |
2 | Beginning with the year ended May 31, 2020, the Fund was audited by KPMG LLP. The previous period was audited by another independent registered public accounting firm. |
3 | Reflects operations for the period from June 11, 2018 (date of initial investment) to May 31, 2019. |
4 | Per share numbers have been calculated using the average shares method. |
5 | Represents less than $0.01. |
6 | During the period ended May 31, 2019, a payment was made by the former Adviser to offset a trade error in the Fund. The payment, net of the error, had no impact to the total return of the Fund. |
7 | Based on net asset value. Total returns for periods of less than one year are not annualized. |
8 | Amount does not reflect net expenses incurred by investment companies in which the Fund may invest. |
9 | Computed on an annualized basis. |
10 | This expense decrease is reflected in both the net expense and the net investment income ratios shown above. Amount does not reflect expense waiver/reimbursement recorded by investment companies in which the Fund may invest. |
11 | Portfolio turnover is calculated at the Fund level. Percentage indicated was calculated for the fiscal year ended May 31, 2019. |
FEDERATED HERMES INTERNATIONAL EQUITY FUND - A CLASS | |||||
ANNUAL EXPENSE RATIO: 1.46% | |||||
MAXIMUM FRONT-END SALES CHARGE: 5.50% | |||||
Year |
Hypothetical
Beginning Investment |
Hypothetical
Performance Earnings |
Investment
After Returns |
Hypothetical
Expenses |
Hypothetical
Ending Investment |
1 | $10,000.00 | $472.50 | $9,922.50 | $690.41 | $9,784.53 |
2 | $9,784.53 | $489.23 | $10,273.76 | $145.38 | $10,130.90 |
3 | $10,130.90 | $506.55 | $10,637.45 | $150.53 | $10,489.53 |
4 | $10,489.53 | $524.48 | $11,014.01 | $155.86 | $10,860.86 |
5 | $10,860.86 | $543.04 | $11,403.90 | $161.38 | $11,245.33 |
6 | $11,245.33 | $562.27 | $11,807.60 | $167.09 | $11,643.41 |
7 | $11,643.41 | $582.17 | $12,225.58 | $173.00 | $12,055.59 |
8 | $12,055.59 | $602.78 | $12,658.37 | $179.13 | $12,482.36 |
9 | $12,482.36 | $624.12 | $13,106.48 | $185.47 | $12,924.24 |
10 | $12,924.24 | $646.21 | $13,570.45 | $192.03 | $13,381.76 |
Cumulative | $5,553.35 | $2,200.28 |
FEDERATED HERMES INTERNATIONAL EQUITY FUND - C CLASS | |||||
ANNUAL EXPENSE RATIO: 2.35% | |||||
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 | $238.11 | $10,265.00 |
2 | $10,265.00 | $513.25 | $10,778.25 | $244.42 | $10,537.02 |
3 | $10,537.02 | $526.85 | $11,063.87 | $250.90 | $10,816.25 |
4 | $10,816.25 | $540.81 | $11,357.06 | $257.55 | $11,102.88 |
5 | $11,102.88 | $555.14 | $11,658.02 | $264.37 | $11,397.11 |
6 | $11,397.11 | $569.86 | $11,966.97 | $271.38 | $11,699.13 |
7 | $11,699.13 | $584.96 | $12,284.09 | $278.57 | $12,009.16 |
8 | $12,009.16 | $600.46 | $12,609.62 | $285.95 | $12,327.40 |
9 | $12,327.40 | $616.37 | $12,943.77 | $293.53 | $12,654.08 |
10 | $12,654.08 | $632.70 | $13,286.78 | $301.31 | $12,989.41 |
Cumulative | $5,640.40 | $2,686.09 |
FEDERATED HERMES INTERNATIONAL EQUITY FUND - IS CLASS | |||||
ANNUAL EXPENSE RATIO: 1.06% | |||||
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 | $108.09 | $10,394.00 |
2 | $10,394.00 | $519.70 | $10,913.70 | $112.35 | $10,803.52 |
3 | $10,803.52 | $540.18 | $11,343.70 | $116.77 | $11,229.18 |
4 | $11,229.18 | $561.46 | $11,790.64 | $121.37 | $11,671.61 |
5 | $11,671.61 | $583.58 | $12,255.19 | $126.16 | $12,131.47 |
6 | $12,131.47 | $606.57 | $12,738.04 | $131.13 | $12,609.45 |
7 | $12,609.45 | $630.47 | $13,239.92 | $136.29 | $13,106.26 |
8 | $13,106.26 | $655.31 | $13,761.57 | $141.66 | $13,622.65 |
9 | $13,622.65 | $681.13 | $14,303.78 | $147.24 | $14,159.38 |
10 | $14,159.38 | $707.97 | $14,867.35 | $153.05 | $14,717.26 |
Cumulative | $5,986.37 | $1,294.11 |
FEDERATED HERMES INTERNATIONAL EQUITY FUND - R6 CLASS | |||||
ANNUAL EXPENSE RATIO: 1.03% | |||||
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 | $105.04 | $10,397.00 |
2 | $10,397.00 | $519.85 | $10,916.85 | $109.21 | $10,809.76 |
3 | $10,809.76 | $540.49 | $11,350.25 | $113.55 | $11,238.91 |
4 | $11,238.91 | $561.95 | $11,800.86 | $118.06 | $11,685.09 |
5 | $11,685.09 | $584.25 | $12,269.34 | $122.75 | $12,148.99 |
6 | $12,148.99 | $607.45 | $12,756.44 | $127.62 | $12,631.30 |
7 | $12,631.30 | $631.57 | $13,262.87 | $132.68 | $13,132.76 |
8 | $13,132.76 | $656.64 | $13,789.40 | $137.95 | $13,654.13 |
9 | $13,654.13 | $682.71 | $14,336.84 | $143.43 | $14,196.20 |
10 | $14,196.20 | $709.81 | $14,906.01 | $149.12 | $14,759.79 |
Cumulative | $5,994.72 | $1,259.41 |
■ | 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). |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing share of the same fund; |
■ | Share purchase by employees and registered representatives of Baird or its affiliate and their family members as designated by Baird; |
■ | Shares purchase 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 accounts; and (3) redeemed shares were subject to a front-end or deferred sales charge (known as rights of reinstatement); |
■ | Class C (i.e., level-load) shares that are no longer subject to a CDSC and are exchanged to Class A shares (or the appropriate share class) of the same fund pursuant to Baird’s intra-fund share class policies and procedures; |
■ | Employer-sponsored retirement plans or charitable accounts in a transactional brokerage account at Baird, including 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 sold upon the death or disability of the shareholder; |
■ | Shares sold as part of a systematic withdrawal plan as described in the Fund’s Prospectus; |
■ | Shares bought due to returns of excess contributions from an IRA Account; |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts pursuant to the Internal Revenue Code; |
■ | Shares sold to pay Baird fees but only if the transaction is initiated by Baird; |
■ | Shares acquired through a right of reinstatement. |
■ | Breakpoints as described in this prospectus; |
■ | Rights of accumulations which entitles 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 Baird. Eligible fund family assets not held at Baird may be included in the rights of accumulations calculation only if the shareholder notifies his or her financial advisor about such assets; |
■ | Letters of Intent (LOI) allow for breakpoint discounts based on anticipated purchases within a fund family through Baird, over a 13-month period of time. |
■ | Associates of Edward Jones and its affiliates and their family members who are in the same pricing group (as determined by Edward Jones under its policies and procedures) as the associate. This waiver will continue for the remainder of the associate’s life if the associate retires from Edward Jones in good-standing and remains in good standing pursuant to Edward Jones’ policies and procedures. |
■ | Shares purchased in an Edward Jones fee-based program. |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment. |
■ | Shares purchased from the proceeds of redeemed shares of the same fund family so long as the following conditions are met: (1) the proceeds are from the sale of shares within 60 days of the purchase; and (2) the sale and purchase are made in the same share class and the same account or the purchase is made in an individual retirement account with proceeds from liquidations in a non-retirement account. |
■ | Shares exchanged into Class A shares from another share Class so long as the exchange is into the same fund and was initiated at the discretion of Edward Jones. Edward Jones is responsible for any remaining CDSC due to the fund company, if applicable. Any future purchases are subject to the applicable sales charge as disclosed in the prospectus. |
■ | Exchanges from Class C shares to Class A shares of the same fund, generally, in the 84th month following the anniversary of the purchase date or earlier at the discretion of Edward Jones. Edward Jones will be responsible for any remaining CDSC due to the fund company, if applicable. |
■ | Shares sold upon the death or disability of the shareholder |
■ | Shares sold as part of a systematic withdrawal plan (limited to up to 10% per year of the account value) |
■ | Return of excess contributions from an Individual Retirement Account (IRA) |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations |
■ | Shares sold to pay Edward Jones fees or costs in such cases where the transaction is initiated by Edward Jones |
■ | Shares exchanged in an Edward Jones fee-based program. Edward Jones is responsible for any remaining CDSC due to the fund company, if applicable. |
■ | Shares acquired through a right of reinstatement |
■ | The applicable sales charge on a purchase of Class A shares is determined by taking into account all share classes (except any money market funds and retirement plan share classes) of the fund family held by the shareholder or in an account grouped by Edward Jones with other accounts for the purpose of providing certain pricing considerations (“pricing groups”). This includes all share classes held on the Edward Jones platform and/or held on another platform. The inclusion of eligible fund family assets in the rights of accumulation calculation is dependent on the shareholder notifying his or her financial advisor of such assets at the time of calculation. |
■ | ROA is determined by calculating the higher of cost or market value (current shares x NAV). |
■ | Through a LOI, shareholders can receive the sales charge and breakpoint discounts for purchases shareholders intend to make over a 13-month period from the date Edward Jones receives the LOI. The LOI is determined by calculating the higher of cost or market value of qualifying holdings at LOI initiation in combination with the value that the shareholder intends to buy over a 13-month period to calculate the front-end sales charge and any breakpoint discounts. Each purchase the shareholder makes during that 13-month period will receive the sales charge and breakpoint discount that applies to the total amount. The inclusion of eligible fund family assets in the LOI calculation is dependent on the shareholder notifying his or her financial advisor of such assets at the time of calculation. Purchases made before the LOI is received by Edward Jones are not covered under the LOI and will not reduce the sales charge previously paid. Sales charges will be adjusted if LOI is not met. |
■ | 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 purchased by employees and registered representatives of Janney or its affiliates and their family members as designated by Janney. |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided: (1) the repurchase occurs within ninety (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., right of reinstatement). |
■ | 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. |
■ | Shares acquired through a right of reinstatement. |
■ | Class C shares that are no longer subject to a contingent deferred sales charge and are exchanged to Class A shares (or the appropriate share class) of the same fund pursuant to Janney’s intra-fund share class policies and procedures. |
■ | Shares sold upon the death or disability of the shareholder. |
■ | Shares sold as part of a systematic withdrawal plan as described in the fund’s Prospectus. |
■ | Shares purchased in connection with a return of excess contributions from an IRA account. |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations. |
■ | Shares sold to pay Janney fees but only if the transaction is initiated by Janney. |
■ | Shares acquired through a right of reinstatement. |
■ | Shares exchanged into the same share class of a different Federated Hermes fund, 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). |
■ | Breakpoints as described in the fund’s 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 Janney. Eligible fund family assets not held at Janney may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets. |
■ | Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Janney may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets. |
■ | 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 a 529 Plan (does not include 529 Plan units or 529-specific share classes or equivalents; |
■ | Shares purchased through a Merrill Lynch affiliated investment advisory program or exchanged due to the holdings moving from the program; |
■ | Shares exchanged due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers; |
■ | 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 (if applicable); |
■ | 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 (i.e., level-load) shares of the same fund pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers; |
■ | 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 the prospectus; |
■ | Eligible 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). Automated transactions (i.e., systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill Lynch’s account maintenance fees are not eligible for 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 pursuant to the Internal Revenue Code; |
■ | 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 exchanged for a lower cost share class due to transfer to certain fee based accounts or platforms (applicable to A and C shares only); |
■ | Class A Shares received through an exchange due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers. |
■ | Breakpoints as described in this prospectus; |
■ | Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts as described in the Fund’s prospectus will be automatically calculated based on the aggregated holding of fund family assets held by accounts (including 529 program holdings, where applicable) 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 (if applicable). |
■ | 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. |
■ | 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 an OPCO affiliated investment advisory program |
■ | Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund (but not any other fund within the fund family) |
■ | 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 OPCO |
■ | Employees and registered representatives of OPCO 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 |
■ | 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 pursuant to the Internal Revenue Code |
■ | Shares sold to pay OPCO fees but only if the transaction is initiated by OPCO |
■ | Shares acquired through a right of reinstatement |
■ | 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 OPCO. Eligible fund family assets not held at OPCO may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets |
■ | Shares purchased in an investment advisory program. |
■ | Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions. |
■ | 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 the qualified age based on applicable IRS regulations 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 calculation of rights of accumulation only if the shareholder notifies his or her financial advisor about such assets. |
■ | Letters of Intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets. |
■ | Class C shares that have been held for more than seven (7) years will be converted to Class A shares of the same Fund pursuant to Stifel’s policies and procedures |
Share Class | Ticker | A | PMIEX | C | PIUCX | Institutional | PIUIX | R6 | PEIRX |
■ | 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 may be 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. |
2020 | 2019 | 2018 | ||||
Total Sales
Charges |
Amount
Retained |
Total Sales
Charges |
Amount
Retained |
Total Sales
Charges |
Amount
Retained |
|
Class A Shares | $3,125 | $321 | $6,893 | $0 | $5,043 | $0 |
Class C Shares | $232 | $232 | $— | $— | $— | $— |
1 | For periods prior to November 15, 2019, information provided is for the Predecessor Fund. |
■ | Outstanding skills in disciplines deemed by the Independent Trustees to be particularly relevant to the role of Independent Trustee and to the Federated Hermes 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 Hermes 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 Hermes Complex; Director or Trustee of the Funds in the Federated Hermes Complex; President, Chief
Executive Officer and Director, Federated Hermes, 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 |
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 Hermes Complex; Director or Trustee of certain of the Funds in the Federated Hermes Complex; Vice
President, Federated Hermes, 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 Hermes 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 Hermes, Inc. and due to positions they hold with Federated Hermes, Inc. 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 Hermes 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 Hermes Complex; formerly, Chairman and CEO, The Collins Group, Inc. (a private equity firm) (Retired).
|
$0 | $286,000 |
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 Hermes Complex (past calendar year) |
G. Thomas Hough
Birth Date: February 28, 1955 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee, Chair of the Audit Committee of the Federated Hermes Complex; formerly, Vice Chair, Ernst & Young LLP (public accounting firm) (Retired).
|
$0 | $286,000 |
Maureen Lally-Green
Birth Date: July 5, 1949 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee of the Federated Hermes Complex; Adjunct Professor of Law, Duquesne University School of Law; formerly, Dean of the Duquesne University School of Law and Professor of
Law and Interim Dean of the Duquesne University School of Law; formerly, Associate General Secretary and Director, Office of Church Relations, Diocese of Pittsburgh.
|
$0 | $286,000 |
Charles F. Mansfield, Jr.
Birth Date: April 10, 1945 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee of the Federated Hermes Complex; Management Consultant and Author.
|
$0 | $260,000 |
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 Hermes Complex (past calendar year) |
Thomas M. O’Neill
Birth Date: June 14, 1951 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee, of the Federated Hermes Complex; Sole Proprietor, Navigator Management Company (investment and strategic consulting).
|
$0 | $321,000 |
P. Jerome Richey
Birth Date: February 23, 1949 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee of the Federated Hermes 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 | $260,000 |
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 Hermes 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 | $345,000 |
+ | 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 Hermes 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 Hermes Complex. He is General Counsel, Chief Legal Officer, Secretary and Executive Vice
President, Federated Hermes, 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 Hermes in 1984 and is a member of the Pennsylvania Bar Association.
|
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 Hermes Complex; Vice President and Chief Compliance Officer of Federated Hermes, Inc. and Chief Compliance Officer of
certain of its subsidiaries. Mr. Van Meter joined Federated Hermes, Inc. 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 41st 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 Hermes 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 Emeritus1 |
Peter E. Madden | $0 | $52,000.00 |
1 | The fees paid to a 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. | Seven |
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 International Equity Fund |
Aggregate
Dollar Range of Shares Owned in Federated Hermes 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 Martin Schulz |
Total Number of Additional Accounts
Managed/Total Assets* |
Registered Investment Companies | 2/$18.8 million |
Other Pooled Investment Vehicles | 0/$0 |
Other Accounts | 1/$1.2 million |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
Types of Accounts Managed
by Calvin Zhang |
Total Number of Additional Accounts
Managed/Total Assets* |
Registered Investment Companies | 2/$18.8 million |
Other Pooled Investment Vehicles | 0/$0 |
Other Accounts | 1/$1.2 million |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
Types of Accounts Managed
by Bernard R. Horn, Jr. |
Total Number of Additional Accounts
Managed/Total Assets* |
Additional Accounts/Assets Managed
that are Subject to Advisory Fee Based on Account Performance |
Registered Investment Companies | 7/$6.4 billion | 0/$0 |
Other Pooled Investment Vehicles | 6/$347.4 million | 0/$0 |
Other Accounts | 30/$5.8 billion | 1/$48.2 million |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
Types of Accounts Managed
by Sumanta Biswas |
Total Number of Additional Accounts
Managed/Total Assets* |
Additional Accounts/Assets Managed
that are Subject to Advisory Fee Based on Account Performance |
Registered Investment Companies | 7/$6.4 billion | 0/$0 |
Other Pooled Investment Vehicles | 6/$347.4 million | 0/$0 |
Other Accounts | 30/$5.8 billion | 1/$48.2 million |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
Types of Accounts Managed
by Bin Xiao |
Total Number of Additional Accounts
Managed/Total Assets* |
Additional Accounts/Assets Managed
that are Subject to Advisory Fee Based on Account Performance |
Registered Investment Companies | 7/$6.4 billion | 0/$0 |
Other Pooled Investment Vehicles | 6/$347.4 million | 0/$0 |
Other Accounts | 30/$5.8 billion | 1/$48.2 million |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
Types of Accounts Managed
by Jason Crawshaw |
Total Number of Additional Accounts
Managed/Total Assets* |
Additional Accounts/Assets Managed
that are Subject to Advisory Fee Based on Account Performance |
Registered Investment Companies | 7/$6.4 billion | 0/$0 |
Other Pooled Investment Vehicles | 6/$347.4 million | 0/$0 |
Other Accounts | 30/$5.8 billion | 1/$48.2 million |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
■ | A due diligence team made up of employees of the Adviser and/or its affiliates will meet with the proxy voting service on an annual basis and determine through a review of their policies and procedures and through inquiry that the proxy voting service has established a system of internal controls that provide reasonable assurance that their voting recommendations are not influenced by the business relationships they have with the subjects of their research. |
■ | Whenever the standard voting guidelines call for voting a proposal in accordance with the proxy voting service recommendation and the proxy voting service has disclosed that they have a conflict of interest with respect to that issuer, the PVOT will take the following steps: (a) the PVOT will obtain a copy of the research report and recommendations published by another proxy voting service for that issuer; (b) the Director of Proxy Voting, or his designee, will review both the engaged proxy voting service research report and the research report of the other proxy voting service and determine what vote will be cast. The PVOT will report all proxies voted in this manner to the Proxy Committee on a quarterly basis. Alternatively, the PVOT may seek direction from the Committee on how the proposal shall be voted. |
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 |
For the Year Ended May 31 | 2020 | 2019 | 2018 | ||
Advisory Fee Earned | $12,501,925 | $12,016,291 | $11,042,532 | ||
Advisory Fee Waived | $927,671 | $203,842 | $854,533 | ||
Advisory Fee Reimbursed | $15,540 | $— | $— | ||
Prior Adviser Expense Reimbursement | $192,266 | $— | $— | ||
Brokerage Commissions | $1,591,006 | $1,286,776 | $1,193,552 | ||
Net Administrative Fee | $605,846 | $616,016 | $599,581 | ||
Net 12b-1 Fee: | |||||
Class A Shares | $— | $261 | $32,000 | ||
Class C Shares | $44,019 | $42,119 | $28,000 | ||
Net Shareholder Services Fee: | |||||
Class A Shares | $108,717 | $146,192 | $164,000 | ||
Class C Shares | $14,788 | $14,300 | $10,000 |
1 | For periods prior to November 15, 2019, information provided is for the Predecessor Fund. |
Gross income from securities lending activities | $193,969 |
Fees and/or compensation for securities lending activities and related services | |
Fees paid to securities lending agent from a revenue split | 26,710 |
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split | 13,372 |
Administrative fees not included in revenue split | — |
Indemnification fee not included in revenue split | — |
Rebate (paid to borrower) | 44,070 |
Other fees not included in revenue split (specify) | — |
Aggregate fees/compensation for securities lending activities | $85,037 |
Net income from securities lending activities | $108,932 |
Share Class | Ticker | Institutional | PIGDX |
Shareholder Fees (fees paid directly from your investment) | IS |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
None |
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)
|
None |
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of offering price)
|
None |
Redemption Fee (as a percentage of amount redeemed, if applicable)
|
None |
Exchange Fee
|
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
|
|
Management Fee1
|
0.75% |
Distribution (12b-1) Fee
|
None |
Other Expenses2
|
5.23% |
Total Annual Fund Operating Expenses
|
5.98% |
Fee Waivers and/or Expense Reimbursements
|
(5.13)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements3
|
0.85% |
1 | Represents contractual management fee for the Fund following a tax-free reorganization of the PNC International Growth Fund (the “Predecessor Fund”) into the Fund on November 15, 2019. |
2 | The Fund may incur and pay 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 and paid by the IS class of the Fund. The IS class of the Fund will not incur and pay such fees until such time as approved by the Trustees. |
3 | The Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. Total annual fund operating expenses (excluding acquired fund fees and expenses, tax reclaim recovery expenses, interest expense, extraordinary expenses, and proxy-related expenses, paid by the Fund, if any) paid by the Fund’s IS class (after the voluntary waivers and/or reimbursements) will not exceed 0.84% (the “Fee Limit”) up to but not including the later of (the “Termination Date”): (a) August 1, 2021; 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. |
1 Year | $595 |
3 Years | $1,768 |
5 Years | $2,918 |
10 Years | $5,695 |
■ | Stock Market Risk. The value of equity securities in the Fund’s portfolio will fluctuate and, as a result, the Fund’s Share price may decline suddenly or over a sustained period of time. Information publicly available about a company, whether from the company’s financial statements or other disclosures or from third parties, or information available to some but not all market participants, can affect the price of a company’s shares in the market. Among other factors, equity securities may decline in value because of an increase in interest rates or changes in the stock market. Recent and potential future changes in industry and/or economic trends, as well as changes in monetary policy made by central banks and/or their governments, also can affect the level of interest rates and contribute to the development of or increase in volatility, illiquidity, shareholder redemptions and other adverse effects (such as a decline in a company’s stock price), which could negatively impact the Fund’s performance. |
■ | Small-Cap Company Risk. The Fund may invest in small capitalization (or “small-cap”) companies. Small-cap companies may have less liquid stock, a more volatile share price, unproven track records, a limited product or service base, and limited access to capital. The above factors could make small-cap companies more likely to fail than larger companies, and increase the volatility of the Fund’s portfolio, performance and Share price. |
■ | Mid-Cap Company Risk. The Fund may invest in mid-capitalization (or “mid-cap”) companies. Mid-cap companies often have narrower markets, limited managerial and financial resources, more volatile performance and greater risk of failure, compared to larger, more established companies. These factors could increase the volatility of the Fund’s portfolio, performance and Share price. |
■ | Focused Investment Risk. To the extent that the Fund focuses its investments in the securities of a particular issuer or companies in a particular country, group of countries, region, market, industry, group of industries, sector, or asset class, the Fund’s exposure to various risks may be heightened, including price volatility and adverse economic, market, political, or regulatory occurrences affecting that issuer, country, group of countries, region, market, industry, group of industries, sector, or asset class. |
■ | 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, industry or economic trends and developments or public health risks, such as epidemics or pandemics, 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. |
■ | 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. |
■ | Risk of Investing in Depositary Receipts and Domestically Traded Securities of Foreign Issuers. Because the Fund may invest in American Depositary Receipts and other domestically traded securities of foreign companies, whether in the United States or in foreign local markets, the Fund’s Share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than would otherwise be the case. |
■ | 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. |
■ | European Union and 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. |
■ | Sector Risk. Companies with similar characteristics may be grouped together in broad categories called sectors. Sector risk is the possibility that a certain sector may underperform other sectors or the market as a whole. As the Adviser allocates more of the Fund’s portfolio holdings to a particular sector, the Fund’s performance will be more susceptible to any economic, business or other developments which generally affect that sector. |
■ | Risk Related to Investing for Growth. Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. For instance, the price of a growth stock may experience a larger decline on a forecast of lower earnings, a negative fundamental development, or an adverse market development. Further, growth stocks may not pay dividends or may pay lower dividends than value stocks. This means they depend more on price changes for returns and may be more adversely affected in a down market compared to value stocks that pay higher dividends. |
■ | Liquidity Risk. The securities in which the Fund invests may be less readily marketable and may be subject to greater fluctuation in price than other securities. |
■ | 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. |
■ | 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. |
■ | Risk of Investing in Derivative Contracts. Derivative contracts involve risks different from, or possibly greater than, risks associated with investing directly in securities and other traditional investments. Specific risk issues related to the use of such contracts include valuation and tax issues, increased potential for losses and/or costs to the Fund and a potential reduction in gains to the Fund. Each of these issues is described in greater detail in this Prospectus. Derivative contracts may also involve other risks described in this Prospectus, such as stock market, credit, currency, and liquidity risks. |
■ | Issuer Credit Risk. It is possible that interest or principal on securities will not be paid when due. 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. |
■ | Technology Risk. The Adviser uses various technologies in managing the Fund consistent with its investment objective 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. |
1 | The MSCI All Country World (ACWI) ex USA Growth Index is designed to measure the performance of growth companies within developed and emerging equity markets, excluding the U.S and frontier markets. |
2 | Morningstar figures represent the average of the total returns reported by all mutual funds designated by Morningstar as falling into the respective category indicated. They do not reflect sales charges. |
■ | obtain premiums from the sale of derivative contracts; |
■ | realize gains from trading a derivative contract; or |
■ | hedge against potential losses. |
There can be no assurance that the Fund’s use of futures contracts will work as intended. |
■ | 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. |
■ | 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. |
■ | 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 Hermes 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 Hermes Fund; |
■ | An investor (including a natural person) who acquired the IS class of a Federated Hermes 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 Hermes or its investment advisory subsidiaries, an investor (including a natural person) who: (1) becomes a client of an investment advisory subsidiary of Federated Hermes; or (2) is a shareholder or interest holder of a pooled investment vehicle or product that becomes advised or subadvised by a Federated Hermes 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 Hermes fund as of December 31, 2008. |
■ | 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 Hermes (“Federated Hermes funds”) to lend and borrow money for certain temporary purposes directly to and from other Federated Hermes 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. Effective June 24, 2020, the Fund participates with certain other Federated Hermes funds, on a several basis, in an up to $500,000,000 unsecured, 364-day, committed, revolving line of credit (LOC) agreement. The LOC was made available to temporarily finance 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 interfund loan is outstanding. |
■ | 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. |
■ | $25,000 for the IS class. |
Year Ended May 31,
|
Period
Ended 5/31/20163 |
||||
20202 | 2019 | 2018 | 2017 | ||
Net Asset Value, Beginning of Period | $11.87 | $14.79 | $12.59 | $10.92 | $10.00 |
Income From Investment Operations: | |||||
Net investment income4 | 0.03 | 0.08 | 0.06 | 0.07 | 0.06 |
Net realized and unrealized gain (loss) | 1.73 | (1.28) | 2.32 | 1.70 | 0.86 |
TOTAL FROM INVESTMENT OPERATIONS | 1.76 | (1.20) | 2.38 | 1.77 | 0.92 |
Less Distributions: | |||||
Distributions from net investment income | (0.08) | (0.06) | (0.07) | (0.08) | — |
Distributions from net realized gains | (0.53) | (1.67) | (0.11) | (0.02) | — |
TOTAL DISTRIBUTIONS | (0.61) | (1.73) | (0.18) | (0.10) | — |
Payment by Affiliate5 | — | 0.01 | — | — | — |
Net Asset Value, End of Period | $13.02 | $11.87 | $14.79 | $12.59 | $10.92 |
Total Return6 | 14.78% | (6.61)%5 | 18.97% | 16.48% | 9.20% |
Ratios to Average Net Assets: | |||||
Net expenses7 | 0.85% | 0.85% | 0.85% | 0.85% | 0.85%8 |
Net investment income | 0.21% | 0.58% | 0.44% | 0.62% | 2.41%8 |
Expense waiver/reimbursement9 | 5.10% | 2.54% | 1.73% | 2.78% | 5.63%8 |
Supplemental Data: | |||||
Net assets, end of period (000 omitted) | $5,094 | $5,412 | $6,199 | $6,454 | $3,273 |
Portfolio turnover | 70% | 54% | 64% | 49% | 8% |
1 | PNC International Growth Fund (the “Predecessor Fund”) was reorganized into Federated International Growth Fund (the “Fund”), a portfolio of the Federated Adviser Series as of the close of business on November 15, 2019. The Fund is the successor to the Predecessor Fund. The performance information and financial information presented incorporates the operations of the Predecessor Fund, which, as a result of the reorganization, are the Fund’s operations. |
2 | Beginning with the year ended May 31, 2020, the Fund was audited by KPMG LLP. The previous years and period ended May 31, 2016 were audited by another independent registered public accounting firm. |
3 | Reflects operations for the period from February 29, 2016 (date operations of the Predecessor Fund commenced) to May 31, 2016. |
4 | Per share numbers have been calculated using the average shares method. |
5 | During the period ended May 31, 2019, a payment was made by PNC Capital Advisors, LLC (the former Adviser) to offset a trade error in the Predecessor Fund. Excluding this item, the total return would have been (6.76)%. |
6 | Based on net asset value. Total returns for periods of less than one year are not annualized. |
7 | Amount does not reflect net expenses incurred by investment companies in which the Fund may invest. |
8 | Computed on an annualized basis. |
9 | This expense decrease is reflected in both the net expense and the net investment income ratios shown above. Amount does not reflect expense waiver/reimbursement recorded by investment companies in which the Fund may invest. |
FEDERATED HERMES INTERNATIONAL GROWTH FUND - IS CLASS | |||||
ANNUAL EXPENSE RATIO: 5.98% | |||||
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 | $595.07 | $9,902.00 |
2 | $9,902.00 | $495.10 | $10,397.10 | $589.24 | $9,804.96 |
3 | $9,804.96 | $490.25 | $10,295.21 | $583.46 | $9,708.87 |
4 | $9,708.87 | $485.44 | $10,194.31 | $577.75 | $9,613.72 |
5 | $9,613.72 | $480.69 | $10,094.41 | $572.08 | $9,519.51 |
6 | $9,519.51 | $475.98 | $9,995.49 | $566.48 | $9,426.22 |
7 | $9,426.22 | $471.31 | $9,897.53 | $560.93 | $9,333.84 |
8 | $9,333.84 | $466.69 | $9,800.53 | $555.43 | $9,242.37 |
9 | $9,242.37 | $462.12 | $9,704.49 | $549.99 | $9,151.79 |
10 | $9,151.79 | $457.59 | $9,609.38 | $544.60 | $9,062.10 |
Cumulative | $4,785.17 | $5,695.03 |
Share Class | Ticker | Institutional | PIGDX |
■ | 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 may be 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 Hermes 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 Hermes 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 Hermes Complex; Director or Trustee of the Funds in the Federated Hermes Complex; President, Chief
Executive Officer and Director, Federated Hermes, 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 |
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 Hermes Complex; Director or Trustee of certain of the Funds in the Federated Hermes Complex; Vice
President, Federated Hermes, 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 Hermes 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 Hermes, Inc. and due to positions they hold with Federated Hermes, Inc. 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 Hermes 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 Hermes Complex; formerly, Chairman and CEO, The Collins Group, Inc. (a private equity firm) (Retired).
|
$0 | $286,000 |
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 Hermes Complex (past calendar year) |
G. Thomas Hough
Birth Date: February 28, 1955 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee, Chair of the Audit Committee of the Federated Hermes Complex; formerly, Vice Chair, Ernst & Young LLP (public accounting firm) (Retired).
|
$0 | $286,000 |
Maureen Lally-Green
Birth Date: July 5, 1949 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee of the Federated Hermes Complex; Adjunct Professor of Law, Duquesne University School of Law; formerly, Dean of the Duquesne University School of Law and Professor of
Law and Interim Dean of the Duquesne University School of Law; formerly, Associate General Secretary and Director, Office of Church Relations, Diocese of Pittsburgh.
|
$0 | $286,000 |
Charles F. Mansfield, Jr.
Birth Date: April 10, 1945 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee of the Federated Hermes Complex; Management Consultant and Author.
|
$0 | $260,000 |
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 Hermes Complex (past calendar year) |
Thomas M. O’Neill
Birth Date: June 14, 1951 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee, of the Federated Hermes Complex; Sole Proprietor, Navigator Management Company (investment and strategic consulting).
|
$0 | $321,000 |
P. Jerome Richey
Birth Date: February 23, 1949 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee of the Federated Hermes 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 | $260,000 |
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 Hermes 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 | $345,000 |
+ | 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 Hermes 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 Hermes Complex. He is General Counsel, Chief Legal Officer, Secretary and Executive Vice
President, Federated Hermes, 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 Hermes in 1984 and is a member of the Pennsylvania Bar Association.
|
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 Hermes Complex; Vice President and Chief Compliance Officer of Federated Hermes, Inc. and Chief Compliance Officer of
certain of its subsidiaries. Mr. Van Meter joined Federated Hermes, Inc. 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 41st 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 Hermes 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 Emeritus1 |
Peter E. Madden | $0 | $52,000.00 |
1 | The fees paid to a 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. | Seven |
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 International Growth Fund |
Aggregate
Dollar Range of Shares Owned in Federated Hermes 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 Martin Schulz |
Total Number of Additional Accounts
Managed/Total Assets* |
||
Registered Investment Companies | 2/$683.1 million | ||
Other Pooled Investment Vehicles | 0/$0 | ||
Other Accounts | 1/$1.2 million |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
Types of Accounts Managed
by Calvin Zhang |
Total Number of Additional Accounts
Managed/Total Assets* |
||
Registered Investment Companies | 2/$1.3 billion | ||
Other Pooled Investment Vehicles | 0/$0 | ||
Other Accounts | 1/$1.2 million |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
■ | A due diligence team made up of employees of the Adviser and/or its affiliates will meet with the proxy voting service on an annual basis and determine through a review of their policies and procedures and through inquiry that the proxy voting service has established a system of internal controls that provide reasonable assurance that their voting recommendations are not influenced by the business relationships they have with the subjects of their research. |
■ | Whenever the standard voting guidelines call for voting a proposal in accordance with the proxy voting service recommendation and the proxy voting service has disclosed that they have a conflict of interest with respect to that issuer, the PVOT will take the following steps: (a) the PVOT will obtain a copy of the research report and recommendations published by another proxy voting service for that issuer; (b) the Director of Proxy Voting, or his designee, will review both the engaged proxy voting service research report and the research report of the other proxy voting service and determine what vote will be cast. The PVOT will report all proxies voted in this manner to the Proxy Committee on a quarterly basis. Alternatively, the PVOT may seek direction from the Committee on how the proposal shall be voted. |
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 |
For the Year Ended May 31 | 2020 | 2019 | 2018 | |
Advisory Fee Earned | $35,710 | $46,269 | $53,424 | |
Advisory Fee Waived | $35,671 | $46,269 | $53,424 | |
Advisory Fee Reimbursed | $39 | $- | $- | |
Prior Adviser Expense Reimbursement | $52,361 | $115,674 | $62,311 | |
Brokerage Commissions | $8,006 | $7,726 | $10,199 | |
Net Administrative Fee | $2,642 | $2,760 | $9,039 |
Gross income from securities lending activities | $753 |
Fees and/or compensation for securities lending activities and related services | |
Fees paid to securities lending agent from a revenue split | 130 |
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split | 39 |
Administrative fees not included in revenue split | — |
Indemnification fee not included in revenue split | — |
Rebate (paid to borrower) | 65 |
Other fees not included in revenue split (specify) | — |
Aggregate fees/compensation for securities lending activities | $234 |
Net income from securities lending activities | $519 |
Share Class | A | C | R6 |
Shareholder Fees (fees paid directly from your investment) | A | C | R6 |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
5.50% | None | None |
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)
|
0.00% | 1.00% | None |
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of offering price)
|
None | None | None |
Redemption Fee (as a percentage of amount redeemed, if applicable)
|
None | None | None |
Exchange Fee
|
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% |
Distribution (12b-1) Fee
|
0.00%1 | 0.75% | None |
Other Expenses2
|
7.27% | 7.27% | 6.92% |
Total Annual Fund Operating Expenses
|
8.02% | 8.77% | 7.67% |
Fee Waivers and/or Expense Reimbursements
|
(6.92)% | (6.92)% | (6.83)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements3
|
1.10% | 1.85% | 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 and pay a Distribution (12b-1) Fee of up to a maximum of 0.05%. No such fee is currently incurred and paid by the A class of the Fund. The A class of the Fund will not incur and pay such a Distribution (12b-1) Fee until such time as approved by the Trustees. |
2 | Other Expenses are based on estimated amounts for the current fiscal year. |
3 | The Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. Total annual fund operating expenses (excluding acquired fund fees and expenses, tax reclaim recovery expenses, interest expense, extraordinary expenses, and proxy-related expenses, paid by the Fund, if any) paid by the Fund’s A class, C class and R6 class (after the voluntary waivers and/or reimbursements) will not exceed 1.09%, 1.84% and 0.83% (the “Fee Limit”), respectively, up to but not including the later of (the “Termination Date”): (a) August 1, 2021; 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. |
■ | Stock Market Risk. The value of equity securities in the Fund’s portfolio will fluctuate and, as a result, the Fund’s Share price may decline suddenly or over a sustained period of time. Information publicly available about a company, whether from the company’s financial statements or other disclosures or from third parties, or information available to some but not all market participants, can affect the price of a company’s shares in the market. Among other factors, equity securities may decline in value because of an increase in interest rates or changes in the stock market. Recent and potential future changes in industry and/or economic trends, as well as changes in monetary policy made by central banks and/or their governments, also can affect the level of interest rates and contribute to the development of or increase in volatility, illiquidity, shareholder redemptions and other adverse effects (such as a decline in a company’s stock price), which could negatively impact the Fund’s performance. |
■ | Small-Cap Company Risk. The Fund may invest in small capitalization (or “small-cap”) companies. Small-cap companies may have less liquid stock, a more volatile share price, unproven track records, a limited product or service base, and limited access to capital. The above factors could make small-cap companies more likely to fail than larger companies, and increase the volatility of the Fund’s portfolio, performance and Share price. |
■ | Mid-Cap Company Risk. The Fund may invest in mid-capitalization (or “mid-cap”) companies. Mid-cap companies often have narrower markets, limited managerial and financial resources, more volatile performance and greater risk of failure, compared to larger, more established companies. These factors could increase the volatility of the Fund’s portfolio, performance and Share price. |
■ | Focused Investment Risk. To the extent that the Fund focuses its investments in the securities of a particular issuer or companies in a particular country, group of countries, region, market, industry, group of industries, sector, or asset class, the Fund’s exposure to various risks may be heightened, including price volatility and adverse economic, market, political, or regulatory occurrences affecting that issuer, country, group of countries, region, market, industry, group of industries, sector, or asset class. |
■ | 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, industry or economic trends and developments or public health risks, such as epidemics or pandemics, 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. |
■ | 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. |
■ | Risk of Investing in Depositary Receipts and Domestically Traded Securities of Foreign Issuers. Because the Fund may invest in American Depositary Receipts and other domestically traded securities of foreign companies, whether in the United States or in foreign local markets, the Fund’s Share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than would otherwise be the case. |
■ | 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. |
■ | European Union and 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. |
■ | Sector Risk. Companies with similar characteristics may be grouped together in broad categories called sectors. Sector risk is the possibility that a certain sector may underperform other sectors or the market as a whole. As the Adviser allocates more of the Fund’s portfolio holdings to a particular sector, the Fund’s performance will be more susceptible to any economic, business or other developments which generally affect that sector. |
■ | Risk Related to Investing for Growth. Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. For instance, the price of a growth stock may experience a larger decline on a forecast of lower earnings, a negative fundamental development, or an adverse market development. Further, growth stocks may not pay dividends or may pay lower dividends than value stocks. This means they depend more on price changes for returns and may be more adversely affected in a down market compared to value stocks that pay higher dividends. |
■ | Liquidity Risk. The securities in which the Fund invests may be less readily marketable and may be subject to greater fluctuation in price than other securities. |
■ | 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. |
■ | 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. |
■ | Risk of Investing in Derivative Contracts. Derivative contracts involve risks different from, or possibly greater than, risks associated with investing directly in securities and other traditional investments. Specific risk issues related to the use of such contracts include valuation and tax issues, increased potential for losses and/or costs to the Fund and a potential reduction in gains to the Fund. Each of these issues is described in greater detail in this Prospectus. Derivative contracts may also involve other risks described in this Prospectus, such as stock market, credit, currency, and liquidity risks. |
■ | Issuer Credit Risk. It is possible that interest or principal on securities will not be paid when due. 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. |
■ | Technology Risk. The Adviser uses various technologies in managing the Fund consistent with its investment objective 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. |
1 | The MSCI All Country World (ACWI) ex USA Growth Index is designed to measure the performance of growth companies within developed and emerging equity markets, excluding the U.S and frontier markets. |
2 | Morningstar figures represent the average of the total returns reported by all mutual funds designated by Morningstar as falling into the respective category indicated. They do not reflect sales charges. |
■ | obtain premiums from the sale of derivative contracts; |
■ | realize gains from trading a derivative contract; or |
■ | hedge against potential losses. |
There can be no assurance that the Fund’s use of futures contracts will work as intended. |
■ | 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. |
■ | 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 Amounts1 |
Maximum Sales Charges | ||
Shares Offered |
Front-End
Sales Charge2 |
Contingent
Deferred Sales Charge3 |
|
A | $1,500/$100 | 5.50% | 0.00% |
C | $1,500/$100 | None | 1.00% |
1 | The minimum initial and subsequent investment amounts for Individual Retirement Accounts (IRAs) are generally $250 and $100, respectively. There is no minimum initial or subsequent investment amount required for employer-sponsored retirement plans; however, such accounts remain subject to the Fund’s policy on “Accounts with Low Balances” as discussed later in this Prospectus. Please see “By Systematic Investment Program” for applicable minimum investment. Financial intermediaries may impose higher or lower minimum investment requirements on their customers than those imposed by the Fund. |
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 $50,000 | 5.50% | 5.82% |
$50,000 but less than $100,000 | 4.50% | 4.71% |
$100,000 but less than $250,000 | 3.75% | 3.90% |
$250,000 but less than $500,000 | 2.50% | 2.56% |
$500,000 but less than $1 million | 2.00% | 2.04% |
$1 million or greater1 | 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; |
■ | Excluding any Federated Hermes fund A class without a sales charge (“no-load A class”), combining concurrent purchases of and/or current investments in the A class, B class, C class, F class and R class of any Federated Hermes 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 Hermes 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 Hermes 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 Hermes 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 Hermes 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 Hermes Fund; |
■ | An investor (including a natural person) who acquired the R6 class of a Federated Hermes 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 Hermes or its investment advisory subsidiaries, an investor (including a natural person) who: (1) becomes a client of an investment advisory subsidiary of Federated Hermes; or (2) is a shareholder or interest holder of a pooled investment vehicle or product that becomes advised or subadvised by a Federated Hermes 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 $50,000 | 5.00% |
$50,000 but less than $100,000 | 4.00% |
$100,000 but less than $250,000 | 3.25% |
$250,000 but less than $500,000 | 2.25% |
$500,000 but less than $1 million | 1.80% |
$1 million or greater | 0.00% |
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 Hermes (“Federated Hermes funds”) to lend and borrow money for certain temporary purposes directly to and from other Federated Hermes 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. Effective June 24, 2020, the Fund participates with certain other Federated Hermes funds, on a several basis, in an up to $500,000,000 unsecured, 364-day, committed, revolving line of credit (LOC) agreement. The LOC was made available to temporarily finance 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 interfund loan is outstanding. |
■ | 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). |
Year Ended May 31,
|
Period
Ended 5/31/20163 |
||||
20202 | 2019 | 2018 | 2017 | ||
Net Asset Value, Beginning of Period | $11.87 | $14.79 | $12.59 | $10.92 | $10.00 |
Income From Investment Operations: | |||||
Net investment income4 | 0.03 | 0.08 | 0.06 | 0.07 | 0.06 |
Net realized and unrealized gain (loss) | 1.73 | (1.28) | 2.32 | 1.70 | 0.86 |
TOTAL FROM INVESTMENT OPERATIONS | 1.76 | (1.20) | 2.38 | 1.77 | 0.92 |
Less Distributions: | |||||
Distributions from net investment income | (0.08) | (0.06) | (0.07) | (0.08) | — |
Distributions from net realized gains | (0.53) | (1.67) | (0.11) | (0.02) | — |
TOTAL DISTRIBUTIONS | (0.61) | (1.73) | (0.18) | (0.10) | — |
Payment by Affiliate5 | — | 0.01 | — | — | — |
Net Asset Value, End of Period | $13.02 | $11.87 | $14.79 | $12.59 | $10.92 |
Total Return6 | 14.78% | (6.61)%5 | 18.97% | 16.48% | 9.20% |
Ratios to Average Net Assets: | |||||
Net expenses7 | 0.85% | 0.85% | 0.85% | 0.85% | 0.85%8 |
Net investment income | 0.21% | 0.58% | 0.44% | 0.62% | 2.41%8 |
Expense waiver/reimbursement9 | 5.10% | 2.54% | 1.73% | 2.78% | 5.63%8 |
Supplemental Data: | |||||
Net assets, end of period (000 omitted) | $5,094 | $5,412 | $6,199 | $6,454 | $3,273 |
Portfolio turnover | 70% | 54% | 64% | 49% | 8% |
1 | PNC International Growth Fund (the “Predecessor Fund”) was reorganized into Federated International Growth Fund (the “Fund”), a portfolio of the Federated Adviser Series as of the close of business on November 15, 2019. The Fund is the successor to the Predecessor Fund. The performance information and financial information presented incorporates the operations of the Predecessor Fund, which, as a result of the reorganization, are the Fund’s operations. |
2 | Beginning with the year ended May 31, 2020, the Fund was audited by KPMG LLP. The previous years and period ended May 31, 2016 were audited by another independent registered public accounting firm. |
3 | Reflects operations for the period from February 29, 2016 (date operations of the Predecessor Fund commenced) to May 31, 2016. |
4 | Per share numbers have been calculated using the average shares method. |
5 | During the period ended May 31, 2019, a payment was made by PNC Capital Advisors, LLC (the former Adviser) to offset a trade error in the Predecessor Fund. Excluding this item, the total return would have been (6.76)%. |
6 | Based on net asset value. Total returns for periods of less than one year are not annualized. |
7 | Amount does not reflect net expenses incurred by investment companies in which the Fund may invest. |
8 | Computed on an annualized basis. |
9 | This expense decrease is reflected in both the net expense and the net investment income ratios shown above. Amount does not reflect expense waiver/reimbursement recorded by investment companies in which the Fund may invest. |
FEDERATED HERMES INTERNATIONAL GROWTH FUND - A CLASS | |||||
ANNUAL EXPENSE RATIO: 8.02% | |||||
MAXIMUM FRONT-END SALES CHARGE: 5.50% | |||||
Year |
Hypothetical
Beginning Investment |
Hypothetical
Performance Earnings |
Investment
After Returns |
Hypothetical
Expenses |
Hypothetical
Ending Investment |
1 | $10,000.00 | $472.50 | $9,922.50 | $1,296.45 | $9,164.61 |
2 | $9,164.61 | $458.23 | $9,622.84 | $723.90 | $8,887.84 |
3 | $8,887.84 | $444.39 | $9,332.23 | $702.04 | $8,619.43 |
4 | $8,619.43 | $430.97 | $9,050.40 | $680.84 | $8,359.12 |
5 | $8,359.12 | $417.96 | $8,777.08 | $660.28 | $8,106.67 |
6 | $8,106.67 | $405.33 | $8,512.00 | $640.34 | $7,861.85 |
7 | $7,861.85 | $393.09 | $8,254.94 | $621.00 | $7,624.42 |
8 | $7,624.42 | $381.22 | $8,005.64 | $602.25 | $7,394.16 |
9 | $7,394.16 | $369.71 | $7,763.87 | $584.06 | $7,170.86 |
10 | $7,170.86 | $358.54 | $7,529.40 | $566.42 | $6,954.30 |
Cumulative | $4,131.94 | $7,077.58 |
FEDERATED HERMES INTERNATIONAL GROWTH FUND - C CLASS | |||||
ANNUAL EXPENSE RATIO: 8.77% | |||||
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 | $860.47 | $9,623.00 |
2 | $9,623.00 | $481.15 | $10,104.15 | $828.03 | $9,260.21 |
3 | $9,260.21 | $463.01 | $9,723.22 | $796.81 | $8,911.10 |
4 | $8,911.10 | $445.56 | $9,356.66 | $766.77 | $8,575.15 |
5 | $8,575.15 | $428.76 | $9,003.91 | $737.86 | $8,251.87 |
6 | $8,251.87 | $412.59 | $8,664.46 | $710.05 | $7,940.77 |
7 | $7,940.77 | $397.04 | $8,337.81 | $683.28 | $7,641.40 |
8 | $7,641.40 | $382.07 | $8,023.47 | $657.52 | $7,353.32 |
9 | $7,353.32 | $367.67 | $7,720.99 | $632.73 | $7,076.10 |
10 | $7,076.10 | $353.81 | $7,429.91 | $608.88 | $6,809.33 |
Cumulative | $4,231.66 | $7,282.40 |
FEDERATED HERMES INTERNATIONAL GROWTH FUND - R6 CLASS | |||||
ANNUAL EXPENSE RATIO: 7.67% | |||||
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 | $756.76 | $9,733.00 |
2 | $9,733.00 | $486.65 | $10,219.65 | $736.56 | $9,473.13 |
3 | $9,473.13 | $473.66 | $9,946.79 | $716.89 | $9,220.20 |
4 | $9,220.20 | $461.01 | $9,681.21 | $697.75 | $8,974.02 |
5 | $8,974.02 | $448.70 | $9,422.72 | $679.12 | $8,734.41 |
6 | $8,734.41 | $436.72 | $9,171.13 | $660.99 | $8,501.20 |
7 | $8,501.20 | $425.06 | $8,926.26 | $643.34 | $8,274.22 |
8 | $8,274.22 | $413.71 | $8,687.93 | $626.16 | $8,053.30 |
9 | $8,053.30 | $402.67 | $8,455.97 | $609.44 | $7,838.28 |
10 | $7,838.28 | $391.91 | $8,230.19 | $593.17 | $7,629.00 |
Cumulative | $4,440.09 | $6,720.18 |
■ | 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). |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing share of the same fund; |
■ | Share purchase by employees and registered representatives of Baird or its affiliate and their family members as designated by Baird; |
■ | Shares purchase 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 accounts; and (3) redeemed shares were subject to a front-end or deferred sales charge (known as rights of reinstatement); |
■ | Class C (i.e., level-load) shares that are no longer subject to a CDSC and are exchanged to Class A shares (or the appropriate share class) of the same fund pursuant to Baird’s intra-fund share class policies and procedures; |
■ | Employer-sponsored retirement plans or charitable accounts in a transactional brokerage account at Baird, including 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 sold upon the death or disability of the shareholder; |
■ | Shares sold as part of a systematic withdrawal plan as described in the Fund’s Prospectus; |
■ | Shares bought due to returns of excess contributions from an IRA Account; |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts pursuant to the Internal Revenue Code; |
■ | Shares sold to pay Baird fees but only if the transaction is initiated by Baird; |
■ | Shares acquired through a right of reinstatement. |
■ | Breakpoints as described in this prospectus; |
■ | Rights of accumulations which entitles 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 Baird. Eligible fund family assets not held at Baird may be included in the rights of accumulations calculation only if the shareholder notifies his or her financial advisor about such assets; |
■ | Letters of Intent (LOI) allow for breakpoint discounts based on anticipated purchases within a fund family through Baird, over a 13-month period of time. |
■ | Associates of Edward Jones and its affiliates and their family members who are in the same pricing group (as determined by Edward Jones under its policies and procedures) as the associate. This waiver will continue for the remainder of the associate’s life if the associate retires from Edward Jones in good-standing and remains in good standing pursuant to Edward Jones’ policies and procedures. |
■ | Shares purchased in an Edward Jones fee-based program. |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment. |
■ | Shares purchased from the proceeds of redeemed shares of the same fund family so long as the following conditions are met: (1) the proceeds are from the sale of shares within 60 days of the purchase; and (2) the sale and purchase are made in the same share class and the same account or the purchase is made in an individual retirement account with proceeds from liquidations in a non-retirement account. |
■ | Shares exchanged into Class A shares from another share Class so long as the exchange is into the same fund and was initiated at the discretion of Edward Jones. Edward Jones is responsible for any remaining CDSC due to the fund company, if applicable. Any future purchases are subject to the applicable sales charge as disclosed in the prospectus. |
■ | Exchanges from Class C shares to Class A shares of the same fund, generally, in the 84th month following the anniversary of the purchase date or earlier at the discretion of Edward Jones. Edward Jones will be responsible for any remaining CDSC due to the fund company, if applicable. |
■ | Shares sold upon the death or disability of the shareholder |
■ | Shares sold as part of a systematic withdrawal plan (limited to up to 10% per year of the account value) |
■ | Return of excess contributions from an Individual Retirement Account (IRA) |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations |
■ | Shares sold to pay Edward Jones fees or costs in such cases where the transaction is initiated by Edward Jones |
■ | Shares exchanged in an Edward Jones fee-based program. Edward Jones is responsible for any remaining CDSC due to the fund company, if applicable. |
■ | Shares acquired through a right of reinstatement |
■ | The applicable sales charge on a purchase of Class A shares is determined by taking into account all share classes (except any money market funds and retirement plan share classes) of the fund family held by the shareholder or in an account grouped by Edward Jones with other accounts for the purpose of providing certain pricing considerations (“pricing groups”). This includes all share classes held on the Edward Jones platform and/or held on another platform. The inclusion of eligible fund family assets in the rights of accumulation calculation is dependent on the shareholder notifying his or her financial advisor of such assets at the time of calculation. |
■ | ROA is determined by calculating the higher of cost or market value (current shares x NAV). |
■ | Through a LOI, shareholders can receive the sales charge and breakpoint discounts for purchases shareholders intend to make over a 13-month period from the date Edward Jones receives the LOI. The LOI is determined by calculating the higher of cost or market value of qualifying holdings at LOI initiation in combination with the value that the shareholder intends to buy over a 13-month period to calculate the front-end sales charge and any breakpoint discounts. Each purchase the shareholder makes during that 13-month period will receive the sales charge and breakpoint discount that applies to the total amount. The inclusion of eligible fund family assets in the LOI calculation is dependent on the shareholder notifying his or her financial advisor of such assets at the time of calculation. Purchases made before the LOI is received by Edward Jones are not covered under the LOI and will not reduce the sales charge previously paid. Sales charges will be adjusted if LOI is not met. |
■ | 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 purchased by employees and registered representatives of Janney or its affiliates and their family members as designated by Janney. |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided: (1) the repurchase occurs within ninety (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., right of reinstatement). |
■ | 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. |
■ | Shares acquired through a right of reinstatement. |
■ | Class C shares that are no longer subject to a contingent deferred sales charge and are exchanged to Class A shares (or the appropriate share class) of the same fund pursuant to Janney’s intra-fund share class policies and procedures. |
■ | Shares sold upon the death or disability of the shareholder. |
■ | Shares sold as part of a systematic withdrawal plan as described in the fund’s Prospectus. |
■ | Shares purchased in connection with a return of excess contributions from an IRA account. |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations. |
■ | Shares sold to pay Janney fees but only if the transaction is initiated by Janney. |
■ | Shares acquired through a right of reinstatement. |
■ | Shares exchanged into the same share class of a different Federated Hermes fund, 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). |
■ | Breakpoints as described in the fund’s 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 Janney. Eligible fund family assets not held at Janney may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets. |
■ | Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Janney may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets. |
■ | 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 a 529 Plan (does not include 529 Plan units or 529-specific share classes or equivalents; |
■ | Shares purchased through a Merrill Lynch affiliated investment advisory program or exchanged due to the holdings moving from the program; |
■ | Shares exchanged due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers; |
■ | 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 (if applicable); |
■ | 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 (i.e., level-load) shares of the same fund pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers; |
■ | 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 the prospectus; |
■ | Eligible 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). Automated transactions (i.e., systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill Lynch’s account maintenance fees are not eligible for 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 pursuant to the Internal Revenue Code; |
■ | 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 exchanged for a lower cost share class due to transfer to certain fee based accounts or platforms (applicable to A and C shares only); |
■ | Class A Shares received through an exchange due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers. |
■ | Breakpoints as described in this prospectus; |
■ | Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts as described in the Fund’s prospectus will be automatically calculated based on the aggregated holding of fund family assets held by accounts (including 529 program holdings, where applicable) 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 (if applicable). |
■ | 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. |
■ | 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 an OPCO affiliated investment advisory program |
■ | Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund (but not any other fund within the fund family) |
■ | 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 OPCO |
■ | Employees and registered representatives of OPCO 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 |
■ | 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 pursuant to the Internal Revenue Code |
■ | Shares sold to pay OPCO fees but only if the transaction is initiated by OPCO |
■ | Shares acquired through a right of reinstatement |
■ | 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 OPCO. Eligible fund family assets not held at OPCO may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets |
■ | Shares purchased in an investment advisory program. |
■ | Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions. |
■ | 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 the qualified age based on applicable IRS regulations 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 calculation of rights of accumulation only if the shareholder notifies his or her financial advisor about such assets. |
■ | Letters of Intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets. |
■ | Class C shares that have been held for more than seven (7) years will be converted to Class A shares of the same Fund pursuant to Stifel’s policies and procedures |
Share Class | A | C | R6 |
■ | 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 may be 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. |
2020 | 2019 | 2018 | ||||
Total Sales
Charges |
Amount
Retained |
Total Sales
Charges |
Amount
Retained |
Total Sales
Charges |
Amount
Retained |
|
Class A Shares | $0 | $0 | $0 | $0 | $4 | $0 |
■ | Outstanding skills in disciplines deemed by the Independent Trustees to be particularly relevant to the role of Independent Trustee and to the Federated Hermes 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 Hermes 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 Hermes Complex; Director or Trustee of the Funds in the Federated Hermes Complex; President, Chief
Executive Officer and Director, Federated Hermes, 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 |
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 Hermes Complex; Director or Trustee of certain of the Funds in the Federated Hermes Complex; Vice
President, Federated Hermes, 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 Hermes 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 Hermes, Inc. and due to positions they hold with Federated Hermes, Inc. 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 Hermes 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 Hermes Complex; formerly, Chairman and CEO, The Collins Group, Inc. (a private equity firm) (Retired).
|
$0 | $286,000 |
G. Thomas Hough
Birth Date: February 28, 1955 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee, Chair of the Audit Committee of the Federated Hermes Complex; formerly, Vice Chair, Ernst & Young LLP (public accounting firm) (Retired).
|
$0 | $286,000 |
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 Hermes 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 Hermes Complex; Adjunct Professor of Law, Duquesne University School of Law; formerly, Dean of the Duquesne University School of Law and Professor of
Law and Interim Dean of the Duquesne University School of Law; formerly, Associate General Secretary and Director, Office of Church Relations, Diocese of Pittsburgh.
|
$0 | $286,000 |
Charles F. Mansfield, Jr.
Birth Date: April 10, 1945 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee of the Federated Hermes Complex; Management Consultant and Author.
|
$0 | $260,000 |
Thomas M. O’Neill
Birth Date: June 14, 1951 Trustee Indefinite Term Began serving: May 2017 |
Principal Occupations: Director or Trustee, of the Federated Hermes Complex; Sole Proprietor, Navigator Management Company (investment and strategic consulting).
|
$0 | $321,000 |
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 Hermes 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 Hermes 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 | $260,000 |
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 Hermes 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 | $345,000 |
+ | 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 Hermes 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 Hermes Complex. He is General Counsel, Chief Legal Officer, Secretary and Executive Vice
President, Federated Hermes, 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 Hermes 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 Hermes Complex; Vice President and Chief Compliance Officer of Federated Hermes, Inc. and Chief Compliance Officer of
certain of its subsidiaries. Mr. Van Meter joined Federated Hermes, Inc. 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 41st 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 Hermes 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 Emeritus1 |
Peter E. Madden | $0 | $52,000.00 |
1 | The fees paid to a 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. | Seven |
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 International Growth Fund |
Aggregate
Dollar Range of Shares Owned in Federated Hermes 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 Martin Schulz |
Total Number of Additional Accounts
Managed/Total Assets* |
||
Registered Investment Companies | 2/$683.1 million | ||
Other Pooled Investment Vehicles | 0/$0 | ||
Other Accounts | 1/$1.2 million |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
Types of Accounts Managed
by Calvin Zhang |
Total Number of Additional Accounts
Managed/Total Assets* |
||
Registered Investment Companies | 2/$1.3 billion | ||
Other Pooled Investment Vehicles | 0/$0 | ||
Other Accounts | 1/$1.2 million |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
■ | A due diligence team made up of employees of the Adviser and/or its affiliates will meet with the proxy voting service on an annual basis and determine through a review of their policies and procedures and through inquiry that the proxy voting service has established a system of internal controls that provide reasonable assurance that their voting recommendations are not influenced by the business relationships they have with the subjects of their research. |
■ | Whenever the standard voting guidelines call for voting a proposal in accordance with the proxy voting service recommendation and the proxy voting service has disclosed that they have a conflict of interest with respect to that issuer, the PVOT will take the following steps: (a) the PVOT will obtain a copy of the research report and recommendations published by another proxy voting service for that issuer; (b) the Director of Proxy Voting, or his designee, will review both the engaged proxy voting service research report and the research report of the other proxy voting service and determine what vote will be cast. The PVOT will report all proxies voted in this manner to the Proxy Committee on a quarterly basis. Alternatively, the PVOT may seek direction from the Committee on how the proposal shall be voted. |
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 |
For the Year Ended May 31 | 2020 | 2019 | 2018 | |
Advisory Fee Earned | $35,710 | $46,269 | $53,424 | |
Advisory Fee Waived | $35,671 | $46,269 | $53,424 | |
Advisory Fee Reimbursed | $39 | $— | $— | |
Prior Adviser Expense Reimbursement | $52,361 | $115,674 | $62,311 | |
Brokerage Commissions | $8,006 | $7,726 | $10,199 | |
Net Administrative Fee | $2,642 | $2,760 | $9,039 |
1 | For periods prior to November 15, 2019, information provided is for the Predecessor Fund. |
Gross income from securities lending activities | $753 |
Fees and/or compensation for securities lending activities and related services | |
Fees paid to securities lending agent from a revenue split | 130 |
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split | 39 |
Administrative fees not included in revenue split | — |
Indemnification fee not included in revenue split | — |
Rebate (paid to borrower) | 65 |
Other fees not included in revenue split (specify) | — |
Aggregate fees/compensation for securities lending activities | $234 |
Net income from securities lending activities | $519 |
The Fund became effective on August 26, 2019. The Fund’s Class A, Class C and Class R6 Shares have not yet commenced operations. Accordingly, no financial information is yet available for the Fund’s Class A, Class C and Class R6 Shares.
Item 28. Exhibits
(a) | Declaration of Trust | |
1 |
|
+
|
2 |
Conformed
copy of the Declaration of Trust of the Registrant dated July 12, 2017, including Amendment Nos. 1 through 7.
|
+ |
(b) | By-Laws | |
Conformed copy of the By-Laws of the Registrant dated July 12, 2017. |
+
|
(c) | Instruments Defining Rights of Security Holders | |
Federated Securities Corp. does not issue share certificates for this Fund. |
(e) | Underwriting Contracts | |
1 |
|
|
2 |
|
(f) | Bonus or Profit Sharing Contracts | |
Not applicable
|
(g) | Custodian Agreements | |
|
+
|
(j) | Other Opinions | |
1 | Conformed copy of Consent of Independent Registered Public Accounting Firm Ernst & Young LLP | N/A |
2 | Conformed copy of Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP | + |
3 | Conformed copy of Consent of Independent Registered Public Accounting Firm KPMG LLP | + |
(k) | Omitted Financial Statements | |
Not Applicable
|
(l) | Initial Capital Agreements | |
Conformed copy of Initial Capital Understanding, as filed in Pre-Effective Amendment No. 1 on August 25, 2017 on Form N-1A (File Nos. 811-23259 and 333-218374). |
(n) | Rule 18f-3 Plan | |
Conformed copy of the Multiple Class Plan and all share class Exhibits as adopted by certain Federated investment companies offering separate classes of shares |
+
|
+ |
Exhibit is being filed electronically with registration statement
|
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 Edwin J. Brooks, III 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 James Getz, Jr. Scott A. Gunderson Dayna C. Haferkamp Vincent L. Harper, Jr. Bruce E. Hastings Donald Jacobson Jeffrey S. Jones Scott D. Kavanagh 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 Eduardo G. Sanchez Tom Schinabeck Edward L. Smith John Staley William C. Tustin Michael N. Vahl G. Walter Whalen Lewis C. Williams Michael Wolff Daniel R. Wroble Erik Zettlemayer Paul Zuber |
|
Vice Presidents: |
Frank Amato Catherine M. Applegate Kenneth C. Baber Raisa E. Barkaloff Robert W. Bauman Marc Benacci Christopher D. Berg Bill Boarts Matthew A. Boyle Edward R. Bozek 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 Heather W. Froelich David D. Gregoire Raymond J. Hanley George M. Hnaras Scott A. Holick Ryan W. Jones Todd Jones Patrick Kelly Nicholas R. Kemerer Robert H. Kern Shawn E. Knutson Crystal C. Kwok David M. Larrick John P. Liekar Jonathan Lipinski Paul J. Magan Margaret M. Magrish Alexi A. Maravel Meghan McAndrew Martin J. McCaffrey Samuel McGowan Daniel McGrath Brian McInis John C. Mosko Mark J. Murphy Catherine M. Nied Ted Noethling John A. O’Neill Mark Patsy Marcus Persichetti Max E. Recker Emory Redd Matt Ryan |
|
John Shrewsbury Peter Siconolfi Neal Siena Justin Slomkowski Bradley Smith John R. Stanley Mark Strubel Jonathan Sullivan David Wasik Theodore Williams Brian R. Willer Littell L. Wilson James J. Wojciak |
||
Assistant Vice Presidents: |
Debbie Adams-Marshall Zachary J. Bono Edward R. Costello Madison Dischinger Chris Jackson Kristen C. Kiesling Anthony W. Lennon Stephen R. Massey Carol McEvoy McCool John K. Murray Melissa R. Ryan Carol Anne Sheppard Scott A. Vallina Laura Vickerman |
|
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 Hermes Funds 4000 Ericsson Drive Warrendale, PA 15086-7561 (Notices should be sent to the Agent for Service at the address listed on the facing page of this filing.) |
Federated Administrative Services (Administrator) |
1001 Liberty Avenue Pittsburgh, PA 15222-3779 |
Federated Global Investment Management Corporation (Adviser to Federated Hermes Global Equity Fund, Federated Global Small Cap Fund, Federated Hermes International Equity Fund and Federated Hermes SDG Engagement Equity Fund, Federated Emerging Markets Equity Fund, Federated International Equity Fund, Federated International Growth Fund, Federated Hermes U.S. SMID Fund) |
101 Park Avenue 41st Floor New York, NY 10178 |
Federated Investment Management Company (Adviser to Federated Hermes Absolute Return Credit Fund, Federated Hermes Unconstrained Credit Fund, Federated Hermes SDG High Yield Credit Fund) |
1001 Liberty Avenue Pittsburgh, PA 15222-3779 |
Federated MDTA LLC (Adviser to Federated MDT Large Cap Value Fund) |
125 High Street Oliver Street Tower, 21st Floor Boston, MA 02110 |
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 International Equity Fund, Federated Hermes SDG Engagement Equity Fund, Federated Hermes Unconstrained Credit Fund, Federated Hermes SDG High Yield Credit Fund) |
Sixth Floor 150 Cheapside London EC2V 6ET England |
Polaris Capital Management LLC (Sub-Adviser to Federated International Equity Fund) |
121 High Street Boston, MA 02110 |
State Street Bank and Trust Company (Transfer Agent and Dividend Disbursing Agent) |
P.O. Box 219318 Kansas City, MO 64121-9318 |
Bank of New York Mellon
(Custodian) |
The Bank of New York Mellon One Wall Street New York, NY 10286 |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant, Federated Hermes 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 29th day of July, 2020. |
FEDERATED HERMES 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 | July 29, 2020 |
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)(1)
under Form N-1A
Exhibit 3(i) under item 601/REG. S-K
STATE of DELAWARE
CERTIFICATE of TRUST
This Certificate of Trust of Federated MDT Equity Trust (“Trust”) is being duly executed and filed in accordance with the provisions of the Delaware Statutory Trust Act (Title 12 of the Delaware Code, Section 3801 et seq.) and sets forth the following:
First: The name of the Trust is: Federated MDT Equity Trust
Second: The name and address of the Registered Agent in the State of Delaware is:
Corporation Service Company
251 Little Falls Drive
Wilmington, DE 19808
Third: | The Trust is or will become, prior to or within 180 days following the first issuance of beneficial interests, a registered investment company under the Investment Company Act of 1940, as amended. (15 U.S.C. §§ 80-a-1 et seq.). |
Fourth: | Notice is hereby given that the Trust shall consist of one or more series. Pursuant to Section 3804 of the Act, the debts, liabilities, obligations , costs, charges, reserves and expenses incurred, contracted for or otherwise existing with respect to a particular series, whether such series is now authorized and existing pursuant to the governing instrument of the Trust or is hereafter authorized and existing pursuant to said governing instrument, shall be enforceable against the assets associated with such series only, and not against the assets of the Trust generally or any other series thereof, and, except as otherwise provided in the governing instrument of the Trust, none of the debts, liabilities, obligations, costs, charges, reserves and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other series thereof shall be enforceable against the assets of such series. |
Fifth: | This Certificate shall be effective upon the filing with and acceptance by the Secretary of State of the State of Delaware. |
IN WITNESS WHEREOF, the Trustees named below do hereby execute this Certificate of Trust as of the 12th day of July, 2017.
By:
/s/ John T. Collins John T. Collins |
/s/ J. Christopher Donahue J. Christopher Donahue |
/s/ John B. Fisher John B. Fisher |
/s/ G. Thomas Hough G. Thomas Hough |
/s/ Maureen Lally-Green Maureen Lally-Green |
/s/ Peter E. Madden Peter E. Madden |
/s/ Charles F. Mansfield, Jr. Charles F. Mansfield, Jr. |
/s/ Thomas M. O’Neill Thomas M. O’Neill |
/s/ P. Jerome Richey P. Jerome Richey |
/s/ John S. Walsh John S. Walsh |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
CERTIFICATE OF TRUST
Pursuant to Title 12, Section 3810(b) of the Delaware Statutory Trust Act, the undersigned Trust executed the following Certificate of Amendment:
1. Name of Statutory Trust: Federated MDT Equity Trust
2. The Certificate of Amendment to the Certificate of Trust is hereby amended as follows:
“FIRST: The name of the Trust is: Federated Adviser Series.”
3. This Certificate of Amendment shall be effective upon filing.
IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 15th day of August, 2018.
/s/ John T. Collins | /s/ Charles F. Mansfield, Jr. |
John T. Collins, Trustee | Charles F. Mansfield, Jr., Trustee |
/s/ J. Christopher Donahue | /s/ Thomas M. O’Neill |
J. Christopher Donahue, Trustee | Thomas M. O’Neill, Trustee |
/s/ John B. Fisher | /s/ P. Jerome Richey |
John B. Fisher, Trustee | P. Jerome Richey, Trustee |
/s/ G. Thomas Hough | /s/ John S. Walsh |
G. Thomas Hough, Trustee | John S. Walsh, Trustee |
/s/ Maureen Lally-Green | |
Maureen Lally-Green, Trustee |
STATE OF DELAWARE CERTIFICATE OF SECOND AMENDMENT
CERTIFICATE OF TRUST
Pursuant to Title 12, Section 3810(b) of the Delaware Statutory Trust Act, the undersigned Trust executed the following Certificate of Second Amendment:
1. | Name of Statutory Trust: Federated Adviser Series |
2. | The Certificate of Amendment to the Certificate of Trust is hereby amended as follows: “FIRST: The name of the Trust is: Federated Hermes Adviser Series.” |
3. | This Certificate of Second Amendment shall be effective on June 26, 2020. |
WITNESS the due execution 24th hereof this of June, 2020
FEDERATED ADVISER SERIES
/s/ J. Christopher Donahue, Trustee
J. Christopher Donahue, Trustee
Exhibit
28 (a)(2) under Form N-1A
Exhibit 3(i) under item 601/REG. S-K
FEDERATED MDT EQUITY TRUST
(a Delaware Statutory Trust)
AGREEMENT AND DECLARATION OF TRUST
Dated as of July 12, 2017
Table of Contents
ARTICLE I Name and Definitions | |
Section 1.1 Name | |
Section 1.2 Definitions | |
ARTICLE II Purpose of the TRUST | |
ARTICLE III Beneficial Interest | |
Section 3.1 Beneficial Interest | |
Section 3.2 Other Securities | |
Section 3.3 Rights of Shareholders | |
Section 3.4 Trust Only | |
Section 3.5 Issuance of Shares | |
Section 3.6 Register of Shares | |
Section 3.7 Transfer Agent and Registrar | |
Section 3.8 Transfer of Shares | |
Section 3.9 Notices | |
Section 3.10 Status of Shares; Limitation of Personal Liability | |
Section 3.11 Establishment of Series and Classes of Shares | |
ARTICLE IV Trustees | |
Section 4.1 Number, Election and Tenure | |
Section 4.2 Resignation and Removal | |
Section 4.3 Vacancies | |
Section 4.4 Meetings | |
Section 4.5 Trustee Action by Written Consent | |
Section 4.6 Officers | |
Section 4.7 Trustee Compensation | |
ARTICLE V POWERS OF THE Trustees | |
Section 5.1 General | |
Section 5.2 Investments | |
Section 5.3 Legal Title | |
Section 5.4 Issuance and Repurchase of Shares | |
Section 5.5 Borrow Money or Utilize Leverage | |
Section 5.6 Delegation; Committees | |
Section 5.7 Collection and Payment | |
Section 5.8 Expenses | |
Section 5.9 By-laws | |
Section 5.10 Miscellaneous Powers | |
Section 5.11 Further Powers | |
Section 5.12 Service Contracts | |
ARTICLE VI Shareholder Voting and Meetings | |
Section 6.1 Voting Powers | |
Section 6.2 Meetings of Shareholders | |
Section 6.3 Quorum and Required Vote | |
Section 6.4 Action by Written Consent | |
Section 6.5 Insurance | |
Article VII DISTRIBUTIONS, Repurchases and Redemptions; net asset value | |
Section 7.1 Distribution of Net Asset Value, Income, and Distributions | |
Section 7.2 Redemptions and Repurchases | |
ARTICLE VII Custodian | |
ARTICLE VIII Limitation of Liability; INDEMNIFICATION | |
Section 8.1 Limitation of Liability | |
Section 8.2 Indemnification | |
Section 8.3 Further Indemnification | |
Section 8.4 Limitation of Personal Liability and Indemnification of Shareholders | |
ARTICLE IX Duration, Reorganization; Amendments | |
Section 9.1 Termination of the Fund or Any Series or Class | |
Section 9.2 Reorganization; Master/Feeder Structure. | |
Section 9.3 Amendments | |
ARTICLE X Miscellaneous | |
Section 10.1 Statutory Fund Only | |
Section 10.2 Liability of Third Persons Dealing with Trustees | |
Section 10.3 Applicable Law | |
Section 10.4 Provisions in Conflict with Laws or Regulations | |
Section 10.5 Derivative Actions | |
Section 10.6 Jurisdiction and Waiver of Jury Trial | |
Section 10.7 Inspection of Records and Reports | |
Section 10.8 Filing of Copies, References, Headings, Rules of Construction | |
Section 10.9 Counterparts; Execution of Documents |
FEDERATED MDT EQUITY TRUST
AGREEMENT AND DECLARATION OF TRUST
This AGREEMENT AND DECLARATION OF TRUST is made and entered into as of July __, 2017, by the Trustees whose signatures are affixed hereto.
WHEREAS, the Trustees desire to create a trust for the investment and reinvestment of funds contributed by the holders from time to time of the shares of beneficial interest in the Trust; and
WHEREAS, the assets of the Trust may be divided into one or more Series, each with its own separate investment portfolio and investment objectives, policies and restrictions, and the beneficial interest in each such Series divided into transferable Shares, there being a separate series of Shares for each Series, all in accordance with the provisions hereinafter set forth; and
WHEREAS, the Trustees intend to form the Trust as a Delaware statutory trust by the filing of a certificate of trust in the office of the Delaware Secretary of State in accordance with the Delaware Act.
NOW, THEREFORE, the Trustees do hereby declare that all cash, securities and other assets contributed to the Trust, together with the income therefrom and the proceeds thereof, shall be held and managed upon the following terms and conditions.
ARTICLE
I
Name and Definitions
Section 1.1 Name. The name of the Trust is “Federated MDT Equity Trust” and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine. The Trustees may, without Shareholder authorization or approval, change the name of the Trust or any Series or Class and adopt such other name as they deem proper. Any name change of any Series or Class shall become effective upon the adoption by the Board of Trustees of a resolution approving such change, whether directly in such resolution or by reference to or approval of another document that sets forth such change, or at a future date or time specified in such resolution or other document. Any name change of the Trust shall become effective upon the filing of a certificate of amendment reflecting such change in the office of the Delaware Secretary of State or at a future date or time specified in such certificate of amendment. Any such name change of the Trust shall constitute an amendment to this Declaration of Trust.
Section 1.2 Definitions. Whenever used herein, unless otherwise required by the context or specifically provided:
“1940 Act” means the Investment Company Act of 1940, and the rules and regulations promulgated thereunder, all as amended from time to time; and “interested person,” “investment adviser” and “principal underwriter” have the meanings given them in the 1940 Act;
“Affiliated Person” shall have the meaning given to it in Section 2(a)(3) of the 1940 Act when used with reference to a specified Person.
“Board of Trustees” means the individuals, as a group, who from time to time constitute the Trustees in their capacities as Trustees hereunder;
“By-laws” means the by-laws of the Trust, as amended from time to time, which By-laws are incorporated herein by reference as part of the Trust’s “governing instrument” within the meaning of § 3801(c) of the Delaware Act;
“Certificate of Trust” means the certificate of trust, as amended from time to time, filed by the Trustees in the office of the Delaware Secretary of State in accordance with the Delaware Act to form the Trust;
“Class” means a class of Shares established by the Trustees in accordance with the provisions of Article III;
“Commission” means the U.S. Securities and Exchange Commission;
“Covered Person” shall have the meaning given it in Section 9.2 hereof;
“Declaration of Trust” means this Agreement and Declaration of Trust, as amended from time to time, which constitutes the “governing instrument” of the Trust within the meaning of § 3801(c) of the Delaware Act;
“Delaware Act” means the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq., as amended from time to time;
“Fundamental Policies” shall mean the investment policies and restrictions as set forth from time to time in any Prospectus or contained in any current Registration Statement of the Trust filed with the Commission or as otherwise adopted by the Trustees and the Shareholders in accordance with applicable requirements of the 1940 Act and designated as fundamental policies therein as they may be amended from time to time in accordance with applicable requirements of the 1940 Act
“General Assets” shall have the meaning given it in Section 3.11(a) hereof;
“Interested Person” shall have the meanings given in Section 2(a)(19) of the 1940 Act;
“Investment Adviser” or “Adviser” shall mean a party furnishing services to the Trust pursuant to any contract described in Section 5.12(a);
“Person” shall mean and include individuals, corporations, partnerships, trusts, limited liability companies, associations, joint ventures, estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign;
“Registration Statement” means the Trust’s registration statement or statements as filed with the Commission under, as applicable, the Securities Act of 1933 and the 1940 Act, as amended and from time to time in effect, and includes any prospectus or statement of additional information forming a part thereof;
“Series” shall mean each series of Shares referenced in, or established under or in accordance with, the provisions of Article III
“Shareholder” means a record owner of outstanding Shares;
“Shares” means the shares of beneficial interest into which the beneficial interest in the Trust or each Series shall be divided from time to time, including such Class or Classes of Shares as the Trustees may from time to time create and establish and includes fractions of Shares as well as whole Shares;
“Trust” means the Delaware statutory trust formed under the Delaware Act by the adoption of this Declaration of Trust and the filing of the Certificate of Trust;
“Trust Property” shall mean as of any particular time any and all property, real or personal, tangible or intangible, which at such time is owned or held by or for the account of the Trust or the Trustees in such capacity and not allocated to any Series;
“Trustees” means the individuals who have signed this Declaration of Trust and all other individuals who may from time to time be duly appointed to serve as Trustees in accordance with the provisions hereof, in each case so long as such individual shall continue in office in accordance with the terms of this Declaration of Trust; and
ARTICLE
II
Purpose of the TRUST
The purpose of the Trust is to conduct, operate and carry on the business of an investment company registered under the 1940 Act through one or more Series investing primarily in securities, and to carry on such other business or businesses as the Trustees may from time to time determine pursuant to their authority under this Declaration of Trust. In furtherance of the foregoing, the Trust may do everything necessary, suitable, convenient, customary or proper for the conduct, promotion and attainment of any businesses and purposes which at any time may be incidental to, or may appear conducive or expedient for the accomplishment of the business of, an investment company registered under the 1940 Act, or any such other business or businesses as the Trustees may from time to time determine, and which may be engaged in or carried on by a statutory trust formed under the Delaware Act; and in connection therewith, the Trust shall have and may exercise all of the powers conferred by the laws of the State of Delaware upon a Delaware statutory trust.
ARTICLE
III
Beneficial Interest
Section 3.1 Beneficial Interest. The beneficial interest in the Trust shall be divided into Shares. The Trust and any Series may have no Classes, may consist of one Class or may be divided into two or more Classes. The number of Shares of the Trust and each Series and Class authorized hereunder is unlimited. The Trust is authorized to issue an unlimited number of Shares, and upon the establishment of any Series or Class as provided herein, the Trust shall be authorized to issue an unlimited number of Shares of each such Series and Class, unless otherwise determined and subject to any conditions set forth, by the Trustees.
Subject to the provisions of this Article III and any applicable requirements of the 1940 Act, the Trustees shall have full power and authority, in their sole discretion, and without obtaining any authorization or approval of the Shareholders of any Series or Class: (i) to divide the beneficial interest in each Series or Class into Shares, with or without par value as the Trustees shall determine; (ii) to issue Shares without limitation as to number (including fractional Shares and Shares held in a Series’ treasury), to such Persons and for such amount and type of consideration, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate; (iii) to establish and designate and to change in any manner any Series or Class with such preferences, voting powers, terms of conversion, rights, privileges and business purpose or investment objective as the Trustees may from time to time determine, which preferences, voting powers, terms of conversion, rights, privileges and business purpose or investment objective may be different from any existing Series or Class and may be limited to specified assets or liabilities of the Trust or profits and losses associated therewith; (iv) to divide or combine the Shares of the Trust or any Series or Class into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of the Trust or such Series or Class in the assets held with respect to the Trust or such Series or Class; (v) to classify or reclassify any Shares of the Trust or any Series or Class into Shares of one or more Series or Classes (whether the Shares to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part or all of the Shares of the Trust or such Series or Class); and (vi) to take such other action with respect to the Shares of the Trust or any Series or Class as the Trustees may deem desirable.
The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent, which books shall be maintained separately for the Shares of each Series or Class and contain the names and addresses of the Shareholders and the number of Shares of each Series and Class held by each Shareholder. No certificates certifying the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of each Series as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series and Class and as to the number of Shares of the Trust and of each Series and Class held from time to time by each Shareholder. The Trustees may at any time discontinue the issuance of Share certificates and may, by written notice to each applicable Shareholder, require the surrender of Share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of Shares in the Trust.
Subject to the relevant distinctions permitted among Classes of the Trust or any Series as established by the Trustees consistent with applicable requirements of the 1940 Act (or exemptive orders issued by the Commission), each Share of the Trust or any Series shall represent an equal beneficial interest in the net assets of the Trust or such Series, and each Shareholder of the Trust or any Series shall be entitled to receive such Shareholder’s pro rata share of distributions of income and capital gains, if any, made with respect to the Trust or such Series. Upon redemption of the Shares of any Series or upon liquidation or termination of any Series, the applicable Shareholder shall be paid solely out of the funds and property of such Series of the Trust. Ownership of Shares shall not be deemed to establish a contract between the Shareholder and the Trust or any Series. A Shareholder of a particular Series shall not be entitled to participate in a derivative or class action on behalf of any other Series or the Shareholders of any other Series of the Trust.
All references to Shares in this Declaration of Trust shall be deemed to be Shares of the Trust and any or all Series or Classes, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the trust and each Class, except as context otherwise requires.
Section 3.2 Other Securities. The Trustees may, subject to the Fundamental Policies and applicable requirements of the 1940 Act, authorize and issue such other securities of the Trust as they determine to be necessary, desirable or appropriate, having such terms, rights, preferences, limitations and restrictions as the Trustee see fit, including preferred interests, debt securities or other senior securities. To the extent that the Trustees authorize and issue preferred shares of any Series or Class, they are hereby authorized and empowered to amend or supplement this Declaration of Trust as they deem necessary or appropriate, including to comply with applicable requirements of the 1940 Act or requirements imposed by the rating agencies or other Persons, all without Shareholder authorization or approval. Any such supplement or amendment shall be filed as is necessary. The Trustees are also authorized to take such actions and retain such Persons as they see fit to offer and sell such securities.
Section 3.3 Rights of Shareholders. The Shares shall be personal property giving only the rights in this Declaration of Trust specifically set forth. The ownership of the Trust Property of every description and the right to conduct any business herein before described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the applicable Series or any Series or the Trust nor can they be called upon to share or assume any losses of the Trust or any Series or Class, subject to the right of the Trustees to charge certain expenses directly to Shareholders, as provided in the last sentence of Section 5.8, suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights (except as specified in this Section 3.3, in Section 10.2 or as specified by the Trustees when creating the Shares, as in preferred shares).
Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms of this Declaration of Trust and the By-laws and to have become a party hereto and thereto. The death, incapacity, dissolution, termination or bankruptcy of a Shareholder during the continuance of the Trust or an applicable Series shall not operate to terminate the same or entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust, any Series or the Trustees, but only to the rights of said decedent under this Declaration of Trust.
Section 3.4 Trust Only. It is the intention of the Trustees to create only the relationship of Trustee and beneficiary between the Trustees and each Shareholder from time to time. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment or any form of legal relationship with another trust. Nothing in this Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association.
Section 3.5 Issuance of Shares. The Trustees, in their discretion, may from time to time without Shareholder authorization or approval issue Shares including preferred shares that may have been established pursuant to Section 3.2, in addition to the then issued and outstanding Shares and Shares held in the treasury, to such party or parties and for such amount and type of consideration, including cash or property, at such time or times, and on such terms as the Trustees may determine, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with the assumption of, liabilities) and businesses. The Trustees may from time to time divide or combine the Shares into a greater or lesser number without thereby changing the proportionate beneficial interest in such Shares. Issuances and redemptions of Shares may be made in whole Shares and/or 1/1,000ths of a Shares or multiples thereof as the Trustees may determine.
Section 3.6 Register of Shares. A register shall be kept at the offices of the Trust or any transfer agent duly appointed by the Trustees under the direction of the Trustees which shall contain the names and addresses of the Shareholders and the number of Shares held by them respectively and a record of all transfers thereof. Separate registers shall be established and maintained for each Series or Class. Each such register shall be conclusive as to who are the holders of the Shares of the applicable Series or Class and who will be entitled to receive dividends or distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or distribution, nor to have notice given to him or her as herein provided, until he or she has given his or her address to a transfer agent or such other officer or agent of the Trust as shall keep the register for entry thereon. The Trustees, in their discretion, may authorize the issuance of share certificates and promulgate appropriate fees thereof and rules and regulations as to their use.
Section 3.7 Transfer Agent and Registrar. The Trustees shall have the power to engage a transfer agent or transfer agents, and a registrar or registrars, with respect to the Shares. The transfer agent or transfer agents may keep the applicable register and record therein, the original issues and transfers, if any, of the said Shares. Any such transfer agent and/or registrars shall perform the duties usually performed by transfer agents and registrars of certificates of stock in a corporation, as modified by the Trustees.
Section 3.8 Transfer of Shares. Except as otherwise provided by the Trustees, Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer or similar agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer or similar agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer.
Any Person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.
Section 3.9 Notices. Any and all notices to which any Shareholder hereunder may be entitled and any and all communications shall be deemed duly served or given if mailed, postage prepaid, addressed to any Shareholder of record at his or her last known address as recorded on the applicable register of the Trust.
Section 3.10 Status of Shares; Limitation of Personal Liability. For the avoidance of doubt, Shareholders shall have no rights, privileges, claims or remedies under any contract or agreement entered into by the Trust with any service provider or other agent to or contractor with the Trust, including any third party beneficiary rights. None of the Trust, the Trustees or any officer, employee or agent of the Trust shall have any power to bind personally any Shareholder, nor to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay. No Shareholder shall be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or any Series or Class. Shareholders shall be entitled, to the fullest extent permitted by law, to the same limitation of personal liability as is extended under the Delaware General Corporation Law to stockholders of private corporations for profit.
Section 3.11 Establishment of Series and Classes of Shares. The Series and Classes indicated on Schedule A (“Schedule A”) as of the date hereof are hereby established and are referred to as the “Initial Series and Classes.” The establishment of any additional Series or Class shall be effective upon the adoption by the Board of Trustees of a resolution that sets forth the establishment and designation of or otherwise identifies such Series or Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth the establishment and designation of, or otherwise identifies, such Series or Class, including any Registration Statement, or as otherwise provided in such resolution. The relative rights and preferences of the Initial Series and Classes shall be as set forth herein. The relative rights and preferences of each additional Series or Class shall be as set forth herein, unless expressly provided otherwise by the Trustees in establishing such Series or Class. The Trustees shall cause Schedule A to be amended from time to time to reflect the establishment of any additional Series or Class or the termination of any Series or Class; however, any such amendment shall not be requisite to the effectiveness of the establishment or termination of any Series or Class. The creation and establishment of any Series pursuant to this Section 3.11 may, but need not, be evidenced by an instrument executed by a majority of the Board of Trustees. Any such instrument shall have the status of an amendment to this Declaration of Trust. For the avoidance of doubt, to the maximum extent permitted by law, the Trust’s public filings, including its Registration Statement, shall not constitute a contract between the Trust or any Series and the Shareholders, and shall not give rise to any contract claims by the Shareholders against the Trust or any Series.
Unless otherwise provided in any Registration Statement relating thereto, Shares of the Initial Series and Classes and each additional Series or Class established pursuant to this Article III (unless otherwise provided in the resolution establishing such additional Series or Class), shall have the following relative rights and preferences:
(a) Assets Held with Respect to a Particular Series. All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably be held with respect to that Series for all purposes, and shall be so recorded upon the books of account of the Trust with respect to such Series. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as “assets held with respect to” that Series. In the event that the Trust has only issued Shares of two or more Series (and not Shares of the Trust) and there are any assets, income, earnings, profits and proceeds thereof, funds or payments that are not readily identifiable as assets held with respect to any particular Series (collectively “General Assets”), the Trustees shall allocate such General Assets to, between or among any one or more of the Series in such manner and on such basis as the Trustees, in their sole discretion, deem fair and equitable, and any General Assets so allocated to a particular Series shall be held with respect to that Series. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes.
(b) Liabilities Held with Respect to a Particular Series. All liabilities of the Trust held with respect to a particular Series and all expenses, costs, charges and reserves attributable to that Series shall be charged against the assets held with respect to that Series only. Any general liabilities of the Trust that are not readily identifiable as being held with respect to any particular Series shall be allocated and charged by the Trustees to and among any one or more of the Series in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. All liabilities, expenses, costs, charges, and reserves so charged to a Series are herein referred to as “liabilities held with respect to” that Series. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. All liabilities held with respect to a particular Series shall be enforceable against the assets held with respect to such Series only and not against the assets of the Trust generally or against the assets held with respect to any other Series and, except as otherwise provided in this Declaration of Trust with respect to the allocation of General Assets, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series thereof shall be enforceable against the assets of such Series. Notice of this limitation on inter-Series liabilities shall be set forth in the Certificate of Trust or in an amendment thereto. To the extent required by Section 3804(a) of the Delaware Act in order to give effect to the limitation on inter-Series liabilities set forth in this Section 3.11: (i) separate and distinct records shall be maintained for each Series; (ii) the assets held with respect to each Series shall be held in such separate and distinct records (directly or indirectly, including through a nominee or otherwise) and accounted for in such separate and distinct records separately from the assets held with respect to all other Series, the assets held with respect to the Trust generally, and the General Assets of the Trust not allocated to such Series; and or (iii) the records maintained for each Series shall account for the assets held with respect to such Series separately from the assets of any other Series, the assets held with respect to the Trust generally, and from the General Assets of the Trust not allocated to such Series.
(c) Dividends, Distributions, Redemptions, and Repurchases. Notwithstanding any other provisions of this Declaration of Trust, including Article VI, no dividend or distribution on the Shares of any Series, including any distribution paid in connection with termination of the Trust or such Series or any Class of such Series, nor any redemption or repurchase of, the Shares of such Series or Class shall be effected by the Trust other than from the assets held with respect to such Series, nor shall any Shareholder of any particular Series otherwise have any right or claim against the assets held with respect to any other Series except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series. The Trustees shall have the sole discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital, and each such determination and allocation shall be conclusive and binding upon all Shareholders for all purposes.
(d) Fractions. Any fractional Share of the Trust or a Series shall carry proportionately all the rights and obligations of a whole Share of the Trust or that Series, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares and termination of the Trust or that Series, as the case may be.
(e) Exchange Privilege. The Trustees shall have the authority to provide that the Shareholders of any Series or Class shall have the right to exchange or convert their Shares for Shares of one or more other Series or Classes of Shares or for interests in one or more trusts, corporations or other business entities (or a series or class of any of the foregoing) in accordance with such requirements and procedures as may be established by the Trustees.
(f) Combination of Series and Classes. The Trustees shall have the authority, without the approval of the Shareholders of the Trust or any Series or Class unless otherwise required by applicable federal law, to combine the assets and liabilities held with respect to any two or more Series or Classes into assets and liabilities held with respect to a single Series or Class and in connection therewith to cause the Shareholders of each such Series or Class to become shareholders of such single Series or Class.
(g) Elimination of Series or Classes. At any time that there are no Shares outstanding of any particular Series or Class previously established, the Trustees may abolish that Series or Class and rescind the establishment thereof.
(h) Division of Series or Classes. The Trustees shall have the authority, without the approval of the Shareholders of any Series or Class unless otherwise required by applicable federal law, to divide the assets and liabilities held with respect to any Series or Class into assets and liabilities held with respect to an additional one or more Series or Classes and in connection therewith to cause some or all of the Shareholders of such Series or Class to be admitted as Shareholders of such additional one or more Series or Classes.
(i) Class Designation. The variations in the relative rights and preferences as between the different Classes of the Trust, or, if any Series be established, the Series shall be fixed and determined by the Trustees; provided, that all Shares of the Trust or of any Series shall be identical to all other Shares of the Trust or the same Series, as the case may be, except that there may be variations between different Classes as to, among other things, allocation of expenses, right of redemption, special and relative rights as to dividends and on liquidation, conversion rights, and conditions under which the several Classes shall have separate voting rights. Liabilities, expenses, costs, charges and reserves related to the distribution of, and other identified expenses that should properly be allocated to, the Shares of a particular Class may be charged to and borne solely by such Class and the bearing of expenses solely by a Class of Shares may be appropriately reflected (in a manner determined by the Trustees) and cause differences in the net asset value attributable to, and the dividend, redemption and liquidation rights of, the Shares of different Classes. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Classes for all purposes.
ARTICLE
IV
Trustees
Section 4.1 Number, Election and Tenure. The initial Trustees shall be the persons initially signing this Declaration of Trust. The number of Trustees shall be the number of persons so signing until changed by the Trustees, and the Trustees may fix the number of Trustees from time to time; provided that the number of Trustees shall at all times be at least one (1). Each Trustee shall serve during the continued lifetime of the Trust until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor or, if sooner, until he or she dies, declines to serve, resigns, retires, is removed, is incapacitated or is otherwise unable or unwilling to serve as herein provided. Shareholders shall not be entitled to elect Trustees except as required by the 1940 Act. To the extent required by the 1940 Act, the Shareholders shall elect the Trustees on such dates as the Trustees may fix from time to time. Any Trustee may resign at any time by an instrument signed by him or her and delivered to the Trust’s President or the other Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following the effective date of his or her resignation or removal, or any right to damages on account of such removal. The Shareholders may elect Trustees at any meeting of Shareholders called by the Trustees for that purpose. In the event that after the proxy material has been printed for a meeting of Shareholders at which Trustees are to be elected any one or more nominees named in such proxy material dies or become incapacitated or is otherwise unable or unwilling to serve, the authorized number of Trustees shall be automatically reduced by the number of such nominees, unless the Board of Trustees prior to the meeting shall otherwise determine. Any Trustee may be removed with or without cause at any time by written instrument, signed by at least two-thirds (2/3) of the number of Trustees prior to such removal, specifying the date when such removal shall become effective. Any Trustee may be removed with or without cause at any meeting of Shareholders by a vote of two-thirds of the total combined net asset value of all Shares issued and outstanding. A meeting of Shareholders for the purpose of electing or removing one or more Trustees shall be called as provided in the By-Laws.
Section 4.2 Resignation and Removal. Any of the Trustees may resign their trust (without need for prior or subsequent accounting) by an instrument in writing signed by such Trustee and delivered to any officer of the Trust or to a meeting of the Trustees, and such resignation shall be effective upon receipt, or at a later date according to the terms of the instrument. Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following the effective date of his or her resignation or removal (other than compensation received by a retiring Trustee as a Director Emeritus or similar position), or any right to damages on account of such removal. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any of the Trustees may be removed (provided the aggregate number of Trustees after such removal shall not be less than the minimum number required by Section 4.1) for any reason, with or without cause, by action taken by a majority of the remaining Trustees. Upon the resignation or removal of a Trustee, or his or her otherwise ceasing to be a Trustee, he or she shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of the resigning or removed Trustee. Upon the incapacity or death of any Trustee, such Trustee’s legal representative shall execute and deliver on such Trustee’s behalf such documents as the remaining Trustees shall require as provided in the preceding sentence.
Section 4.3 Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancy, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder.
The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.
Section 4.4 Meetings. Meetings of the Trustees shall be held from time to time upon the call of the Chairman, if any, or the President or such other Persons as may be specified in the By-laws. Regular meetings of the Trustees may be held without call or notice at a time and place fixed by the By-laws or by resolution of the Trustees. Notice of any other meeting shall be given to the Trustees before the meeting at the time and in the manner specified in the By-laws, but may be waived in writing by any Trustee either before or after such meeting. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting except where a Trustee indicates for the record at the outset of a meeting that he or she is attending that meeting for the express purpose of objecting to the transaction of any business at that meeting on the ground that the meeting has not been properly called or convened. A quorum for all meetings of the Trustees shall be one-third, but not less than two, of the Trustees or such greater number as may be specified in the By-laws, unless there is only one Trustee, at which point a quorum will consist of that one Trustee. Unless provided otherwise in this Declaration of Trust and except as required under applicable provisions of the 1940 Act, any action of the Trustees may be taken at a meeting by vote of a majority of the Trustees present (a quorum being present) or without a meeting by written consent of a majority of the Trustees.
Any committee of the Trustees, including all executive committees, if any, may act with or without a meeting. A quorum for all meeting of any such committee shall be one-third, but not less than two, of the members thereof. Unless provided otherwise in this Declaration of Trust, and except as required under applicable provisions of the 1940 Act, any action of any such committee may be taken at a meeting by vote of a majority of the members present (a quorum being present) or without a meeting by written consent of a majority of the members.
With respect to actions of the Trustees and any committee of the Trustees, Trustees who are Interested Persons in any action to be taken may be counted for quorum purposes under this Section 4.5 and shall be entitled to vote to the extent not prohibited by applicable provisions of the 1940 Act.
All of any one or more Trustees may participate in a meeting of Trustees or any committee thereof by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other; participation in a meeting pursuant to any such communications system shall constitute presence in Person at such meeting.
Section 4.5 Trustee Action by Written Consent. Except as otherwise limited by applicable provisions of the 1940 Act, any action which may be taken by Trustees by vote may be taken without a meeting if that number of the Trustees, or members of a committee, as the case may be, required for approval of such action at a meeting of the Trustees or of such committee at which all members of the Board of Trustees or such committee are present consent to the action in writing and the written consents are filed with the records of the meetings of Trustees. A consent may be delivered by delivery of a Trustee’s original signature or delivery of a Trustee’s signature or e-signature electronically via facsimile, .pdf, electronic mail or other electronic means. Any such consent shall be treated for all purposes as a vote taken at a meeting of Trustees.
Section 4.6 Officers. The Trustees shall elect a President, a Secretary a Treasurer, one or more Executive Vice Presidents, one or more Senior Vice Presidents and one or more Vice Presidents, and may elect a Chairman or other officer or officers of the Trust as Trustees deem appropriate who shall serve at the pleasure of the Trustees or until their successors are elected or their resignation received and accepted. The Trustees may elect or appoint or may authorize the Chairman, if any, or President to appoint one or more assistant secretaries, assistant treasurers, assistant vice presidents and such other officers or agents with such powers as the Trustees may deem to be advisable. A Chairman shall, and the President, Secretary and Treasurer may, but need not, be a Trustee.
Section 4.7 Trustee Compensation. Any Trustee may be compensated for his or her services as Trustee by fixed periodic payments or by fees for attendance at meetings, by both or otherwise, and in addition may be reimbursed for transportation and other expenses, all in such manner and amounts as the Board of Trustees may from time to time determine. Nothing herein shall in any way prevent the engagement or employment of any Trustee for advisory, management, legal, accounting, investment banking or other services and payment for the same by the Trust.
ARTICLE
V
POWERS OF THE Trustees
Section 5.1 General(a). The Trustees in all instances shall act as principals for and on behalf of the Trust and their acts shall bind the Trust. The business and affairs of the Trust shall be managed by the Trustees and they shall have full power and authority to do any and all acts and to make and execute all contracts and instruments that they may consider necessary, appropriate or desirable in connection with the management of the Trust. The Trustees shall have the full power and authority to adopt such accounting and tax account practices as they consider appropriate for the Trust and for any Series or Class. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of the United State of America, the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies, possessions, agencies and instrumentalities of the United States of America and of foreign governments, and to do all such other things as they deem necessary, appropriate or desirable in order to promote or implement the interests of the Trust or of any Series or Class although such things are not herein specifically mentioned. The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted in this Declaration of Trust. The Trustees may perform such acts as in their sole discretion are proper for conducting the business of the Trust. The enumeration of any specific power herein shall not be construed as limiting the aforesaid powers. Such powers of the Trustees may be exercised without order of or resort to any court. Any determination as to what is in the interest of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees or, as applicable their delegatees.
Section 5.2 Investments(a). The Trustees shall have full power and authority, subject to the Fundamental Policies in effect from time to time with respect to the Trust to:
Manage, conduct, operate and carry on the business of an investment company, and exercise all of the powers necessary and appropriate to the conduct of such operations;
Subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise deal in or dispose of any and all sorts of property, tangible or intangible, including securities, investments, instruments and other assets of any type whatsoever, whether equity or non-equity, such as, for example and without limitation, stocks, profit-sharing interests or participations and all other contracts for or evidences of equity interests, bonds, debentures, warrants and rights to purchase securities, and interests in loans, certificates of beneficial interest, bills, notes and all other contracts for or evidence of indebtedness, money market instruments including bank certificates of deposit, finance paper, commercial paper, bankers’ acceptances, and other negotiable and non-negotiable securities, investments, instruments and other assets, however named or described, issued by corporations, trusts, associations or any other Persons, domestic or foreign, or issued or guaranteed by the United States of America or any agency or instrumentality thereof, by the government of any foreign country, by any State, territory or possession of the United States, by any political subdivision or agency or instrumentality of any state or foreign country, or by any other government or other governmental or quasi-governmental agency or instrumentality, domestic or foreign; to acquire and dispose of interests in domestic or foreign loans made by banks and other financial institutions; to deposit any assets of the Trust in any bank, trust company or banking institution or retain any such assets in domestic or foreign cash or currency; to purchase and sell gold and silver bullion, precious or strategic metals, and coins and currency of all countries; to engage in “when issued” and delayed delivery transactions; to enter into repurchase agreements, reverse repurchase agreements and firm commitment agreements; to engage in all types and kinds of derivative transactions, including hedging techniques and investment management strategies; and to change the securities, investments, instruments and other assets of the Trust; and the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any of said securities, investments, instruments and other assets. The Trustees shall not be limited by any law limiting the investments which may be made by fiduciaries.
To acquire (by purchase, subscription or otherwise), to hold, to trade in and deal in, to acquire any rights or options to purchase or sell, to sell or otherwise dispose of, to lend and to pledge any Trust Property or any of the foregoing securities, investments, instruments or other assets; to purchase and sell options on securities, currency, precious metals and other commodities, indices, futures contracts and other derivatives or financial instruments and assets and enter into closing and other transactions in connection therewith; to enter into all types of commodities contracts, including the purchase and sale of futures contracts on securities, currency, precious metals and other commodities, indices and other financial instruments and assets; to enter into forward foreign currency exchange contracts and other foreign exchange and currency transactions of all types and kinds; to enter into interest rate, currency and other swap transactions; and to engage in all types and kinds of hedging, risk management and other derivatives transactions.
To exercise all rights, powers and privileges of ownership or in all securities, investments, instruments and other assets included in the Trust Property, including the right to vote thereon and otherwise act with respect thereto; and to do all acts and things for the preservation, protection, improvement and enhancement in value of all such securities, investments, instruments and assets.
To acquire (by purchase, lease or otherwise) and to hold, use, maintain, lease, develop and dispose of (by sale or otherwise) any type or kind of property, real or personal, including domestic or foreign currency, and any right or interest therein.
To borrow money and in this connection issue notes, commercial paper or other evidence of indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting as security all or any part of the Trust Property; to endorse, guarantee, or undertake the performance of any obligation or engagement of any other Person; to pay commitment and other borrowing-related fees; to lend all or part of the Trust Property to other Persons; and to issue general unsecured or other obligations of the Trust, and enter into indentures, lines of credit or other agreements relating thereto.
To aid, support or assist by further investment or other action any Person, any obligation of or interest which is included in the Trust Property or in the affairs of which the Trust has any direct or indirect interest; to do all acts and things designed to protect, preserve, improve or enhance the value of such obligation or interest; and to guarantee or become surety on any or all of the contracts, securities and other obligations of any such Person.
To join other security holders in acting through a committee, depositary, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depositary or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depositary or trustee as the Trustees shall deem proper.
To carry on any other business in connection with or incidental to any of the foregoing powers referred to in this Declaration of Trust, to do everything necessary, appropriate or desirable for the accomplishment of any purpose or the attainment of any object or the furtherance of any powers referred to in this Declaration of Trust, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or arising out of or connected with such business or purposes, objects or powers.
To consent to or participate in any plan for the reorganization, asset sale, consolidation or merger of any corporation or issuer of any security, investment, instrument or other asset which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer; and to pay calls or subscriptions with respect to any security, investment, instrument or other asset held in the Trust.
To purchase, and pay or incur premiums or other fees or expenses in connection with, property, political or other insurance on or with respect to any security, investment, instrument or other asset purchased or held by the Trust or any Trust Property.
To conduct any other lawful business as the Trustees deem appropriate or advisable from time to time.
The foregoing clauses shall be construed both as objects and powers, and shall not be held to limit or restrict in any manner the general and plenary powers of the Trustees.
Notwithstanding any other provision herein, the Trustees shall have full power in their discretion, without Shareholder authorization or approval, to invest part or all of the Trust Property, or to dispose of part or all of the Trust Property and invest the proceeds of such disposition, in securities, investments, instruments or other assets issued by one or more other investment companies registered under the 1940 Act or by one or more other pooled investment vehicles, whether or not registered.
Section 5.3 Legal Title. Legal title to all of the Trust Property shall at all times be considered to be vested in the Trust, except that the Board of Trustees shall have the power to cause legal title to any Trust Property to be held by or in the name of any Person as nominee, on such terms as the Board of Trustees may determine, in accordance with applicable law. The right, title and interest of the Trustees in the Trust Property shall vest automatically in each Person who may hereafter become a Trustee. Upon the resignation, declination to serve, removal or death of a Trustee, he or she shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest of such Trustee (if any) in the Trust Property shall vest automatically in the Trust. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.
Section 5.4 Issuance and Repurchase of Shares. The Trustees shall have the full power and authority to issue, sell, repurchase, redeem, retire, cancel, acquire, combine, hold, resell, dispose of, transfer, and otherwise deal in, Shares, including Shares in fractional denominations, and, subject to the more detailed provisions set forth in Section 7.2 and Section 7.3, to apply to any such repurchase, redemption, retirement, cancellation, acquisition or combination of Shares any funds or property whether capital or surplus or otherwise. Shares may be sold for cash or property or other consideration whenever and in such amounts and manner as the Trustees deem desirable. The Trustees shall have full power to provide the distribution of Shares by the Trust.
Section 5.5 Borrow Money or Utilize Leverage. Subject to the Fundamental Policies in effect from time to time with respect to the Trust, the Trustees shall have the power to borrow money or otherwise obtain credit or utilize leverage to the maximum extent permitted by law or regulation (and to pay commitment and other borrowing-related fees in connection therewith) as such may be needed from time to time and to secure the same by mortgaging, pledging or otherwise subjecting as security the Trust Property, including the lending of portfolio securities, and to endorse, guarantee, or undertake the performance of any obligation, contract or engagement of any other Person, firm, association or corporation.
Section 5.6 Delegation; Committees. The Trustees shall have the power, consistent with their continuing exclusive authority over the management of the Trust and the Trust Property, to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient, to at least the same extent as such delegation is permitted to directors of corporations formed under the Delaware General Corporation Law and is permitted by applicable provisions of the 1940 Act, as well as any further delegations the Trustees may determine to be desirable, expedient or necessary in order to effect the purpose hereof, provided that such delegations by the Trustees shall not cause any Trustee to cease to be a Trustee of the Trust or cause such officer, employee or agent to be a Trustee of the Trust. The Trustees may designate an executive committee which shall have all authority of the entire Board of Trustees except such committee cannot declare dividends except to the extent specifically delegated by the Board of Trustees and cannot authorize removal of a Trustee or any merger, consolidation or sale of substantially all of the assets of the Trust. Any Trustee may, by power of attorney, delegate his or her power for a period not exceeding twelve months at any one time to any other Trustee or Trustees or other designated Persons.
Section 5.7 Collection and Payment. The Trustees shall have full power and authority to collect all property due to the Trust; to pay all claims, including taxes, against the Trust Property or the Trust, the Trustees or any officer, employee or agent of the Trust; to prosecute, defend, compromise or abandon any claims relating to the Trust Property or the Trust, or the Trustees or any officer, employee or agent of the Trust; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments.
Section 5.8 Expenses. The Trustees shall have full power and authority to incur and pay out of the Trust Property or income of the Trust or any Series any expenses which in the opinion of the Trustees are necessary or incidental to carry out any of the purposes of this Declaration of Trust, and the business of the Trust, and to pay reasonable compensation from the Trust Property to themselves as Trustees. The Trustees shall fix the compensation of all officers, employees and Trustees. The Trustees may pay themselves such compensation for special services, including legal, underwriting, syndicating and brokerage services, as they in good faith may deem reasonable and reimbursement for expenses reasonably incurred by themselves on behalf of the Trust.
Section 5.9 By-laws. The Trustees shall have the exclusive authority to adopt and from time to time amend or repeal By-laws for the conduct of the business of the Trust not inconsistent with this Declaration of Trust. Unless the By-laws specifically require that Shareholders authorize or approve the amendment or repeal of a particular provision of the By-laws, any provision of the By-laws may be amended or repealed by the Trustees without Shareholder authorization or approval.
Section 5.10 Miscellaneous Powers. The Trustees shall have the power to: (a) engage or contract, on behalf of the Trust, with such Persons as the Trustees may deem desirable for the transaction of the business of the Trust; (b) enter into joint ventures, general or limited partnerships and any other combinations or associations; (c) purchase, and pay for entirely out of Trust Property, insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisors, distributors, selected dealers or independent contractors of the Trust against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity, whether or not constituting negligence, or whether or not the Trust would have the power to indemnify such Person against such liability; (d) establish pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans and trusts for any Trustees, officers, employees and agents of the Trust; (e) make donations, irrespective of benefit to the Trust, for charitable, religious, educational, scientific, civic or similar purpose; (f) to the extent permitted by law, indemnify or reimburse any Person with whom the Trust has dealings, including any officer, advisor, administrator, manager, transfer agent, custodian, distributor or selected dealer, or any other Person as the Trustees may see fit to such extent as the Trustees shall determine; (g) guarantee indebtedness or contractual obligations of others; (h) determine and change the fiscal year of the Trust and the method in which its accounts shall be kept; (i) notwithstanding the Fundamental Policies of the Trust, convert the Trust to a master-feeder structure as herein provided, without Shareholder authorization or approval, unless such authorization or approval is required by the 1940 Act; (j) adopt a seal for the Trust but the absence of such seal shall not impair the validity of any contract or other instrument executed on behalf of the Trust; and (k) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees.
Section 5.11 Further Powers. The Trustees shall have the power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies, possessions, agencies or instrumentalities of the United States of America and of foreign governments, and to do all such other things and execute all such contracts and other instruments, or enter into other arrangements, as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Board of Trustees in good faith shall be conclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Neither the Trust nor the Trustees shall be required to obtain any court order to deal with any of the Trust Property or take any other action hereunder.
Section 5.12 Service Contracts(a).
(a) Advisory and Management Agreements. Subject to such requirements and restrictions as may be set forth in the By-laws and/or applicable provisions of the 1940 Act, the Board of Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory, management and/or administrative services for the Trust with any corporation, trust, association or organization or other Person, including any Affiliated Person; and any such contract may contain such other terms as the Board of Trustees may determine, including authority for the Investment Adviser or administrator to determine from time to time without prior consultation with the Board of Trustees what securities, investments, instruments or other assets or Trust Property shall be purchased or otherwise acquired, owned, held, invested or reinvested in, sold, exchanged, transferred, mortgaged, pledged, assigned, negotiated, or otherwise dealt with or disposed of, and what portion, if any, of the Trust Property shall be held uninvested and to make changes in the Trust’s investments, or such other activities as may specifically be delegated to such party.
The Trustees may also authorize the Trust to engage, or authorize the Investment Adviser to engage, one or more sub-investment advisers from time to time to perform such of the acts and services of the Investment Adviser and upon such terms and conditions as may be agreed upon between the Investment Adviser and such sub-investment adviser and approved by the Trustees.
(b) Distribution Agreements. Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.
(c) Other Arrangements. The Board of Trustees is further empowered, at any time and from time to time, to contract with any Persons to provide such other services to the Trust, as the Board of Trustees determine to be in the best interests of the Trust, including appointing one or more Persons to act as the custodian, transfer agent, dividend disbursing agent, fund accountant, and/or shareholder servicing agent for the Trust, any Series or Class.
(d) Parties to Contracts. The fact that:
(i) any of the Shareholders, Trustees, employees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, Adviser, distributor, or Affiliated Person or agent of or for any corporation, trust, association, organization or other Person, or for any parent or Affiliated Person of any Person with which an Adviser’s, management or administration contract, or custodian, transfer, dividend disbursing, fund accounting, shareholder servicing or other type of service contract may have been or may hereafter be made, or that any such Person, or any parent or Affiliated Person thereof, is a Shareholder or has an interest in the Trust; or that
(ii) any corporation, trust, association, organization or other Person with which an Adviser’s, management or administration contract, or custodian, transfer, dividend disbursing, fund accounting, shareholder servicing or other type of service contract may have been or may hereafter be made also has an Adviser’s, management or administration contract, or distributor’s contract, or custodian, transfer, dividend disbursing, shareholder servicing or other service contract with one or more other corporations, trusts, associations, organizations, or other Persons, or has other business or interests,
shall not affect the validity of any such contract or disqualify any Shareholder, Trustee, employee or officer of the Trust from voting upon or executing the same, or create any liability or accountability to the Trust or its Shareholders, provided that the establishment of and performance under each such contract is permissible under applicable provisions of the 1940 Act.
(e) Modification, Amendment and Waiver. The authority of the Trustees hereunder to authorize the Trust to enter into contracts or other agreements or arrangements shall include the authority of the Trustees to modify, amend, waive any provision of supplement, assign all or a portion of, novate, or terminate such contracts, agreements or arrangements. The enumeration of any specific contracts in this Section 5.12 shall in no way be deemed to limit the power and authority of the Trustees as otherwise set forth in this Declaration of Trust to authorize the Fund to engage, contract with or make payments to such Persons as the Trustees may deem desirable for the transaction of the business of the Fund.
ARTICLE
VI
Shareholder Voting and Meetings
Section 6.1 Voting Powers. Notwithstanding any other provision of this Declaration of Trust or the By-laws, the Shareholders shall have power to vote only: (i) for the election or removal of Trustees as and to the extent provided in Section 4.1; (ii) with respect to such matters relating to the Trust as may be required by applicable provisions of the 1940 Act or other applicable law; and (iii) as the Trustees may otherwise consider necessary or advisable in their sole discretion. On any matter submitted to a vote of the Shareholders, each Shareholder shall be entitled to one vote for each dollar of net asset value (number of Shares owned times net asset value per share) as to any matter on which the Shareholder is entitled to vote, and each fractional dollar amount shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided in the By-laws, which may provide that a proxy may be given in writing or by electronic, telephonic or other alternative means, or in any other manner deemed acceptable by the Trustees. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration of Trust or any By-laws of the Trust to be taken by Shareholders.
Section 6.2 Meetings of Shareholders. The Trust shall not be required to hold annual meetings of Shareholders unless required by law. Special meetings of the Shareholders may be called by the Trustees for the purpose of acting on any matter requiring the vote or authority of Shareholders as herein provided, or on any other matter deemed by the Trustees to be necessary or desirable. Special meetings may be held at the principal office of the Trust or such other place as the Trustees may designate within or outside the state of Delaware. Special meetings also shall be called by the Trustees for the purpose of removing one or more Trustees upon the written request for such a meeting by Shareholders owning at least 10 percent of the outstanding Shares entitled to vote. Whenever ten or more Shareholders meeting the qualifications set forth in Section 16(c) of the 1940 Act, as the same may be amended from time to time or modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretative releases of the Commission, seek the opportunity of furnishing materials to the other Shareholders with a view to obtaining signatures on such a request for a meeting, the Trustees shall comply with the provisions of said Section 16(c) with respect to providing such Shareholders access to the list of the Shareholders of record of the Trust or the mailing of such materials to such Shareholders of record. Shareholders shall be entitled to at least 15 days’ notice of any meeting.
Section 6.3 Quorum and Required Vote. Holders of at least one-third (1/3) of the Shares entitled to vote in person or by proxy shall constitute a Quorum for the transaction of business at a Shareholders’ meeting, except as may otherwise be required by the 1940 Act, other applicable law, this Declaration of Trust or the By-laws. Where any provision of law or of this Declaration of Trust or the Bylaws permits or requires that holders of any Series or Class shall vote as a Series or Class, then holders of at least one-third (1/3) of the aggregate number of Shares of that Series or Class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that Series or Class, except as may otherwise be required by the 1940 Act, other applicable law, this Declaration of Trust or the By-laws. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held within a reasonable time after the date set for the original meeting, without the necessity of further notice unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than one hundred eighty (180) days from the record date for the original meeting, in which case the Board shall set a new record date. If notice of any such adjourned meeting is required pursuant to the preceding sentence, it shall be given to each Shareholder of record entitled to vote at the adjourned meeting. At any adjourned meeting, the Trust may transact any business that might have been transacted at the original meeting.
Except when a larger vote is required by the 1940 Act or other applicable law, any provision of this Declaration of Trust or the By-laws, a majority of the Shares voted in person or by proxy shall decide any questions and a plurality shall elect a Trustee. Shares shall be voted in the aggregate, except when required by the 1940 Act or other applicable law, this Declaration of Trust or the By-laws. Shares shall be voted by individual Series or Class. When the holders of any Series or Class vote as a Series or Class, then a majority of the Shares of that Series or Class voted on the matter shall decide that matter insofar as that Series or Class is concerned. Shareholders may act by unanimous written consent. Actions taken by a Series or Class may be consented to unanimously in writing by Shareholders of that Series or Class.
Section 6.4 Action by Written Consent Any action that may be taken at any meeting of Shareholders may be taken without a meeting, if written or electronic consent to the action is filed with the records of the meetings of Shareholders by the holders of the number of Shares that would be required to approve the matter as provided in Section 6.3 and such action is submitted to Shareholders by the consent of the Board of Trustees. Such written Shareholder consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.
Section 6.5 Insurance. To the fullest extent permitted by applicable provisions of the 1940 Act and other applicable law, the officers and Trustees shall be entitled and have the authority to purchase with Trust Property, insurance for liability and for all expenses reasonably incurred or paid or expected to be paid by a Trustee or officer in connection with any claim, action, suit or proceeding in which such Person becomes involved by virtue of such Person’s capacity or former capacity with the Trust, whether or not the Trust would have the power to indemnify such Person against such liability under the provisions of this Declaration of Trust.
Article
VII
DISTRIBUTIONS, Repurchases and Redemptions; net asset value
Section 6.1 Distribution of Net Asset Value, Income, and Distributions. Subject to applicable federal law including the 1940 Act and Section 3.11 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.
Section 6.2 Redemptions and Repurchases.
a) The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize, and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Declaration of Trust and applicable law, less any fees imposed on such redemption. To the extent permitted by law, the Trustees may retain the proceeds of any redemption of Shares required by them for payment of amounts due and owing by a Shareholder to the applicable Series or the Trust. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request for redemption is received in proper form. The obligation set forth in this Section 7.2 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Series or to determine fairly the value of the net assets held with respect to the Trust or such Series or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any charges or fees imposed on such redemption.
b) Subject to applicable federal law including the 1940 Act, the redemption price may be paid, in any case or cases, wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Series for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined by or under authority of the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind.
c) The Trustees may require any Shareholder or group of Shareholders (including some or all of the Shareholders of any Series or Class) to redeem Shares for any reason as determined by the Trustees, in their sole discretion, including: (i) the determination of the Trustees that direct or indirect ownership of Shares of the Trust or any Series has or may become concentrated in such Shareholder to an extent that would disqualify any Series or the Trust as a regulated investment company under the Internal Revenue Code of 1986, as amended (or any successor statute thereto; (ii) the failure to supply a tax identification number or other identifying information required to comply with applicable law or regulation; (iii) if the Share activity of the account or ownership of Shares by a particular Shareholder is deemed by the Trustees either to affect adversely the Trust or any Series or not to be in the best interests of the remaining Shareholders of the Trust or any Series or Class; or (iv) the failure of a Shareholder to pay when due the consideration for the purchase of Shares issued to him; or (v) if a shareholder fails to meet or maintain the qualifications for ownership of Shares of a particular Series or Class. Any such redemption shall be effected at the redemption price and in the manner provided in this Article VII.
d) The Shareholders shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code of 1986, as amended (or any successor statute thereto), or to comply with the requirements of any other taxing authority or other applicable laws or regulations.
e) Subject to applicable federal law including the 1940 Act, and except as otherwise determined by the Trustees, on and after the date of redemption, Shares redeemed pursuant to this Section 7.2 shall no longer be deemed to be outstanding for any purpose and the Shareholder shall cease to have any rights as a holder of such Shares, except for the right to receive payment of the redemption price. However, the Trustees may, among other things, determine that Shares redeemed either before or after a date specified by the Trustees between the record date for such matter and the meeting date for such matter shall be deemed outstanding and retain voting rights, which determination may be made for any reason including that it would not be reasonably practicable to obtain a quorum if all of the Shares redeemed after the record date for such matter and before the voting date no longer were deemed outstanding and earned any voting rights.
ARTICLE
VII
Custodian
The Trustees shall at all times place and maintain the securities and other investments of the Trust in the custody of one or more custodians meeting the requirements of applicable provisions of the 1940 Act or as otherwise permitted by the Commission or its staff. The Trustees, on behalf of the Trust, may enter into one or more agreements with a custodian on terms and conditions acceptable to the Trustees, providing for the custodian, among other things: (i) to hold the securities and other investments owned by the Trust and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a receipt for money paid for any moneys due to the Trust and, on behalf of the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the securities of the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other Person as may be permitted by the Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust or its custodians, sub-custodians or other agents.
ARTICLE
VIII
Limitation of Liability; INDEMNIFICATION
Section 8.1 Limitation of Liability.
a) Except as required by federal law including applicable provisions of the 1940 Act, no Trustee, officer, employee or agent of the Trust shall owe any fiduciary duties to the Trust, any Series or Class or to any Shareholder or any other Person. The Trustees, officers, employees and agents of the Trust shall only have the duty to perform their respective obligations expressly set forth herein in a manner that does not constitute bad faith, willful misfeasance, gross negligence or reckless disregard of their respective duties as a Trustee, officer, employee or agent expressly set forth in this Declaration of Trust.
b) To the extent that, at law or in equity, a Trustee, officer, employee or agent has duties (including fiduciary duties) and liabilities relating thereto to the Trust, any Series or Class, to the Shareholders or to any other Person, a Trustee, officer, employee or agent acting under this Declaration of Trust shall not be liable to the Trust, to the Shareholders or to any other Person for his or her reliance on the provisions of this Declaration of Trust. The provisions of this Declaration of Trust, to the extent that they restrict the duties and limit the liabilities of the Trustees, officers, employees or agents otherwise existing at law or in equity, replace such other duties and liabilities of such Trustees, officers, employees or agents.
c) Except as otherwise expressly set forth herein, the Trustees, officers, employees and agents of the Trust shall not have any personal liability to any Person other than the Trust, any Series or Class, or any Shareholders for any act, omission or obligation of the Trust or any Trustee, and then only for acts constituting bad faith, willful misfeasance, gross negligence or reckless disregard of duties expressly set forth in this Declaration of Trust. No Trustee, officer, employee or agent of the Trust shall be liable to the Trust or its Shareholders for any act or omission or any conduct whatsoever (including any breach of fiduciary duty and the failure to compel in any way any former or acting Trustee to redress any breach of fiduciary duty or trust or for any errors of judgment or mistakes of fact or law); provided that nothing contained herein shall protect any officer, employee or agent against any liability to the Trust or its Shareholders to which he or she would otherwise be subject by reason of bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties as an officer, employee or agent as expressly set forth herein.
d) A Trustee shall only be liable for his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties expressly set forth herein, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. Subject to the foregoing: (i) the Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any other Person, including any officer, agent, employee, independent contractor or consultant, nor shall any Trustee be responsible for the act or omission of any other Trustee; (ii) the Trustees may rely upon advice of legal counsel or other experts with respect to the meaning and operation of this Declaration of Trust and their duties as Trustees hereunder, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice; and (iii) the Trustees shall be fully protected in relying upon the records of the Trust and upon information, opinions, reports or statements presented by another Trustee or any officer, employee or other agent of the Trust, or by any other Person, as to matters reasonably believed to be within such Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Trust, any Series or Class, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the Trust, any Series or Class or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to Shareholders or creditors of the Trust might properly be paid. The appointment, designation or identification of a Trustee as chair of the Trustees, a member or chair of a committee of the Trustees, an expert on any topic or in any area (including an audit committee financial expert), or the lead independent Trustee, or any other special appointment, designation or identification of a Trustee, shall not impose on that Person any standard of care or liability that is greater than that imposed on that Person as a Trustee in the absence of the appointment, designation or identification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall be held to a higher standard of care by virtue thereof. In addition, no appointment, designation or identification of a Trustee as aforesaid shall affect in any way that Trustee’s rights or entitlement to indemnification or advancement of expenses. The Trustees shall not be required to give any bond or other security, nor any surety if a bond is obtained.
e) All Persons extending credit to, contracting with or having any claim against the Trust shall look only to Trust Property of the Trust or any applicable Series or Class that such Person extended credit to, contracted with or has a claim against, and neither the Trustees nor the Shareholders, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor.
f) Every written obligation, note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or any Series or Class or the Trustees or officers by any of them in connection with the Trust or any Series or Class shall conclusively be deemed to have been executed or done only in or with respect to his, her or their capacity as Trustee or Trustees, or officer or officers, as the case may be, and such Trustee or Trustees, or officer or officers shall not be personally liable thereon. At the Trustees’ discretion, any written obligation, note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or officers may give notice that this Declaration of Trust is on file in the Office of the Secretary of the State of Delaware and that a limitation on liability exists and such written obligation, note, bond, contract, instrument, certificate or undertaking may, if the Trustees so determine, recite that the same was executed or made on behalf of the Trust or the applicable Series or Class by a Trustee or Trustees in such capacity and not individually, or by an officer or officers in such capacity and not individually, and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only on the assets and property of the Trust, or the assets held with respect to the applicable Series or Class only and not against the assets of the Trust generally or the assets held with respect to any other Series or Class, and may contain such further recital as such Person or Persons may deem appropriate. The omission of any such notice or recital shall in no way operate to bind any Trustees, officers or Shareholders individually.
Section 8.2 Indemnification.
a) Subject to the exceptions and limitations contained in paragraph (b) below:
i) every Person who is, or has been, a Trustee or an officer, employee or agent of the Trust or is or was serving at the request of the Trust as a trustee, director, officer, employee or agent of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (“Covered Person”) shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a Covered Person and against amounts paid or incurred by him or her in the settlement thereof.
ii) as used herein, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal, investigative or other, including appeals), actual or threatened, and the words “liability” and “expenses” shall include attorney’s fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities whatsoever.
b) To the extent required under applicable provisions of the 1940 Act, but only to such extent, no indemnification shall be provided hereunder to a Covered Person:
i) who shall have been finally adjudicated by a court or other body before which the proceeding was brought to be liable to the Trust or its Shareholders by reason of bad faith, willful misfeasance, gross negligence or reckless disregard of the duties expressly set forth herein; or
ii) in the event of a settlement or other disposition not involving a final adjudication as provided in paragraph (b)(i) above resulting in a payment by a Trustee or officer, unless there has been a determination that such Covered Person did not engage in bad faith, willful misfeasance, gross negligence or reckless disregard of the duties expressly set forth herein: (A) by the court or other body approving the settlement or other disposition; (B) by at least a majority of those Trustees who are neither Interested Persons of the Trust nor parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or (C) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry).
c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled and shall inure to the benefit of the heirs, executors and administrators of a Covered Person.
d) To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.
e) To the maximum extent permitted by applicable law, expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in subsection (a) of this Section 9.2 shall be paid by the Trust and each Series or Class from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him or her to the Trust or applicable Series or Class if it is ultimately determined that he or she is not entitled to indemnification under this Section; provided, however, that any such advancement will be made in accordance with any conditions required by the Commission. The advancement of any expenses pursuant to this Section 9.2(e) shall under no circumstances be considered a “loan” under the Sarbanes-Oxley Act of 2002, as amended from time to time, or for any other reason.
f) Any repeal or modification of this Article IX or adoption or modification of any other provision of this Declaration of Trust inconsistent with this Article shall be prospective only to the extent that such repeal or modification would, if applied retrospectively, adversely affect any limitation on the liability of any Covered Person or indemnification or right to advancement of expenses available to any Covered Person with respect to any act or omission that occurred prior to such repeal, modification or adoption.
Section 8.3 Further Indemnification(a). Nothing contained herein shall affect any rights to indemnification to which any Covered Person or other Person may be entitled by contract or otherwise under law or prevent the Trust from entering into any contract to provide indemnification to any Covered Person or other Person. Without limiting the foregoing, the Trust may, in connection with any transaction permitted by this Declaration of Trust, including the acquisition of assets subject to liabilities or a merger or consolidation pursuant to Section 10.2 hereof, assume the obligation to indemnify any Person including a Covered Person or otherwise contract to provide such indemnification, and such indemnification shall not be subject to the terms of this Article IX unless otherwise required under applicable law.
Section 8.4 Limitation of Personal Liability and Indemnification of Shareholders. No Shareholder shall be subject to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. No Shareholder or former Shareholder of any Series or Class shall be liable solely by reason of his or her being or having been a Shareholder for any debt, claim, action, demand, suit, proceeding, judgment, decree, liability or obligation of any kind, against, or with respect to the Trust or any Series or Class arising out of any action taken or omitted for or on behalf of the Trust or such Series or Class, and the Trust or such Series or Class shall be solely liable therefor and resort shall be had solely to the Trust Property of the relevant Series or Class for the payment or performance thereof.
If any Shareholder or former Shareholder of any Series or Class is held personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or, in the case of any entity, its general successor) shall be entitled out of the assets belonging to the applicable Series or Class to be held harmless from and indemnified against all claims and liabilities and reimbursed all legal and other expenses reasonably incurred by him or her in connection with such claim or liability. The Trust, on behalf of the affected Series or Class, shall, upon request by such Shareholder or former Shareholder, assume the defense of any claim made against him or her for any act or obligation of the Series or Class and satisfy any judgment thereon from the assets belonging to the Series or Class.
ARTICLE
IX
Duration, Reorganization; Amendments
Section 9.1 Termination of the Trust or Any Series or Class.
a) Unless terminated as provided herein, the Trust and each Series shall continue in perpetuity. The Trust or any Series may be dissolved, and any Class may be terminated, at any time by the Trustees without Shareholder authorization or approval by written notice to the Shareholders or, in the case of the dissolution of any Series or termination of any Class, to the Shareholders of such Series or Class. Any action to dissolve the Trust shall be deemed to be an action to dissolve each Series, and to terminate each Class.
b) In accordance with § 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the applicable Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or the assets held with respect to the affected Series to distributable form in cash, securities or other assets, or any combination thereof, and distribute the proceeds to the Shareholders, ratably according to the number of Shares held by the several Shareholders on the date of distribution. Thereupon, any affected Series shall terminate and the Trustees and the Fund shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right title and interest of all parties with respect to such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 10.1(b) that are specified in connection with the dissolution and winding up of the Trust or any Series. Alternatively, in connection with the dissolution of any Series or termination of any Class, the Trustees may treat such dissolution or termination as a redemption of the Shareholders of such Series or Class effected pursuant to Section 7.2(c) hereof, provided that the costs relating to the termination of such Series or Class shall be included in the determination of the net asset value of the Shares of such Series or Class for purposes of determining the redemption price to be paid to the Shareholders of such Series or Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series or the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
c) Upon dissolution of the Trust, following completion of winding up of its business and affairs, the Trustees shall cause a certificate of cancellation of the Certificate of Trust to be filed in accordance with the Delaware Act. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Section 9.2 Reorganization; Master/Feeder Structure.
a) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder authorization or approval, unless such authorization and approval is required by applicable provisions of the 1940 Act: (i) cause the Trust to convert or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (or, to the extent permitted by law, a series thereof) (including business entities created by the Trustees to accomplish such conversion, merger, reorganization or consolidation) so long as the surviving or resulting entity is an investment company registered under the 1940 Act or, to the extent permitted by law, a series thereof, or, to the extent permitted by law, another pooled investment vehicle or series thereof, and which, in the case of any business entity created by the Trustees to accomplish such conversion, merger, reorganization or consolidation, may (but need not) succeed to or assume the Trust’s registration under the 1940 Act, as applicable, and which, in any case, is formed, organized or existing under the laws of the United States or a state or possession of the United States; (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law; (iii) cause the Trust to incorporate or organize under the laws of a state or possession of the United States; or (iv) sell or convey all or substantially all of the assets of the Trust or the assets held with respect to any Series or Class to one or more other Series or Classes or to another trust, partnership, limited liability company, association, corporation or other business entity (or, to the extent permitted by law, a series thereof) (including a business entity created by the Trustees to accomplish such sale and conveyance) organized under the laws of the United States or any state or possession of the United States so long as such entity is an investment company registered under the 1940 Act or a series thereof, or to the extent permitted under applicable law another pooled investment vehicle or series thereof, and which, in the case of any business entity created by the Trustees to accomplish such sale and conveyance, may (but need not) succeed to or assume the Trust’s registration under the 1940 Act, for adequate consideration as determined by the Trustees, which may or may not include the assumption of liabilities of the Trust or any affected Series or Class as determined by the Trustees and which also may include Shares of such other Series or Class or shares of beneficial interest, stock or other ownership interest in such business entity (or series thereof). Any certificate of merger, certificate of conversion or other applicable certificate may be signed by any one Trustee and facsimile signatures conveyed by electronic or telecommunication means shall be valid.
b) Pursuant to and in accordance with the provisions of § 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of reorganization, merger or consolidation approved by the Trustees in accordance with this Section 10.2 may effect any amendment to this Declaration of Trust or effect the adoption of a new governing instrument of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation.
c) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder authorization or approval unless such Shareholder authorization and approval is required by applicable provisions of the 1940 Act, invest all or a portion of the assets held with respect to one or more Series or Classes, or dispose of all or a portion of the assets held with respect to one or more Series or Classes and invest the proceeds of such disposition, in interests issued by one or more other investment companies registered under the 1940 Act or series thereof or other pooled investment vehicles or series thereof. Any such other investment company or pooled investment vehicle may (but need not) be a trust (formed under the laws of any state or jurisdiction) which is classified as a partnership for federal income tax purposes.
Section 9.3 Amendments. This Declaration of Trust may be amended or otherwise supplemented at any time, without Shareholder authorization or approval (except as specifically provided in this Section 10.3 below), by: (i) an instrument in writing signed by a majority of the Trustees then in office; or (ii) adoption by a majority of the Trustees then in office of a resolution specifying such amendment. Any such amendment to this Declaration of Trust shall be effective immediately upon execution of such instrument or adoption of such resolution (or upon such future date as may be stated therein). No authorization or approval of any Shareholder shall be required for any amendment of this Declaration of Trust, except: (i) as required by applicable provisions of the 1940 Act, but only to the extent so required; or (ii) as determined by the Trustees in their sole discretion. The Certificate of Trust may be amended or restated by any Trustee as necessary or desirable to reflect any change in the information set forth therein, and any such amendment or restatement shall be effective immediately upon filing in the office of the Delaware Secretary of State or upon such future date as may be stated therein. Notwithstanding anything else herein, no amendment hereof shall limit the indemnification or other rights provided by Article IX with respect to any actions or omissions of Covered Persons prior to such amendment.
ARTICLE
X
Miscellaneous
Section 10.1 Statutory Trust Only. It is the intention of the Trustees to form a statutory trust pursuant to the Delaware Act. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment or any form of legal relationship other than a statutory trust pursuant to the Delaware Act. Nothing in this Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association.
Section 10.2 Liability of Third Persons Dealing with Trustees. No Person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees, or to see to the application of any payments made or property transferred to the Trust or upon its order.
Section 10.3 Applicable Law.
a) The Trust is created under, and this Declaration of Trust is to be governed by and construed and enforced in accordance with, the laws of the State of Delaware. The Trust shall be a Delaware statutory trust pursuant to the Delaware Act, and without limiting the provisions hereof, the Trust specifically reserves the right to exercise any of the powers or privileges afforded to statutory trusts or actions that may be engaged in by statutory trusts under the Delaware Act, and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions.
b) Notwithstanding paragraph (a) of this Section 11.3, there shall not be applicable to the Trust, the Trustees or this Declaration of Trust, the provisions of § 3540 of Title 12 of the Delaware Code or any provisions of the laws (statutory or common) of the State of Delaware (other than the Delaware Act) pertaining to trusts that relate to or regulate: (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges; (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust; (iii) the necessity for obtaining a court or other governmental approval concerning the acquisition, holding or disposition of real or personal property; (iv) fees or other sums applicable to trustees, officers, agents or employees of a trust; (v) the allocation of receipts and expenditures to income or principal; (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets; (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees that are inconsistent with the limitations or liabilities or authorities and powers of the Trustees set forth or referenced in this Declaration of Trust; (viii) the requirement that a trust have an identified beneficiary at the time of formation; or (ix) the requirement that a trust have corpus at the time of formation.
Section 10.4 Provisions in Conflict with Laws or Regulations.
a) The provisions of the Declaration of Trust are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with applicable provisions of the 1940 Act, the regulated investment company provisions of the Internal Revenue Code and the regulations thereunder, as applicable, the Delaware Act, or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of the Declaration of Trust; provided, however, that such determination shall not affect any of the remaining provisions of the Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination.
b) If any provision of the Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of the Declaration of Trust in any jurisdiction.
Section 10.5 Derivative Actions. In addition to the requirements set forth in § 3816 of the Delaware Act, a Shareholder may bring a derivative action on behalf of the Trust only if the following conditions are met:
a) The Shareholder or Shareholders must make a pre-suit written demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed. For purposes of this Section 11.5(a), a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action, are Trustees who are not “independent trustees” (as that term is defined in the Delaware Act). Such demand shall be executed by or on behalf of no fewer than three complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or marriage) to any other complaining Shareholder executing such demand. Such demand shall contain a detailed description of the action or failure to act complained of, the facts upon which such allegation is made and the reasonably estimated damages or other relief sought.
b) Unless a demand is not required under paragraph (a) of this Section 11.5, Shareholders eligible to bring such derivative action under the Delaware Act who collectively hold Shares representing ten percent (10%) or more of the total combined net asset value of all Shares issued and outstanding or of the Series or Classes to which such action relates if it does not relate to all Series and Classes, shall join in the request for the Trustees to commence such action.
c) Unless a demand is not required under paragraph (a) of this Section 11.5, the Trustees must be afforded a reasonable amount of time, which may be up to one hundred eighty calendar days, to consider such Shareholder request and to investigate the basis of such claim. For purposes of this Section 11.5, the Trustees may designate a committee of one Trustee to consider a Shareholder demand provided that a committee of one Trustee is required to create a committee with a majority of Trustees who are “independent trustees” (as that term is defined in the Delaware Act). The Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees determine not to bring such action.
d) If the demand has been properly made pursuant to this Section 11.5, and a majority of the Trustees, including a majority of the independent trustees, or, if a committee has been appointed, a majority of the members of such committee, have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, as applicable, the demand shall be rejected and the complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees, or committee thereof, not to pursue the requested action was inconsistent with the standard required of the Trustees or committee under applicable law.
e) No Shareholder may bring a direct action claiming injury as a Shareholder of the Trust, or any Series or Class thereof, where the matters alleged (if true) would give rise to a claim by the Trust or by the Trust on behalf of a Series or Class, unless the Shareholder has suffered an injury distinct from that suffered by Shareholders of the Trust, or the Series or Class, generally. A Shareholder bringing a direct claim must be a Shareholder of the Series or Class against which the direct action is brought at the time of the injury complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time.
Section 10.6 Jurisdiction and Waiver of Jury Trial. In accordance with § 3804(e) of the Delaware Act, any suit, action or proceeding brought by or in the right of any Shareholder or any Person claiming any interest in any Shares against the Trust, any Series or Class, or the Trustees or officers of the Trust, shall be brought exclusively in the Court of Chancery of the State of Delaware to the extent there is subject matter jurisdiction in such court for the claims asserted or, if not, then in the Superior Court of the State of Delaware, and all Shareholders and other such Persons hereby irrevocably consent to the jurisdiction of such courts (and the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection they may make now or hereafter have to the laying of the venue of any such suit, action or proceeding in such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and further, IN CONNECTION WITH ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE SUPERIOR COURT IN THE STATE OF DELAWARE, ALL SHAREHOLDERS AND ALL OTHER SUCH PERSONS HEREBY IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW. All Shareholders and other such Persons agree that service of summons, complaint or other process in connection with any proceedings may be made by registered or certified mail or by overnight courier addressed to such Person at the address shown on the books and records of the Trust for such Person or at the address of the Person shown on the books and records of the Trust with respect to the Shares that such Person claims an interest in. Service of process in any such suit, action or proceeding against the Trust or any Trustee or officer of the Trust may be made at the address of the Trust’s registered agent in the State of Delaware. Any service so made shall be effective as if personally made in the State of Delaware.
Section 10.7 Inspection of Records and Reports. Every Trustee shall have the right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents. No Shareholder shall have any right to inspect any account, book or document of the Trust that is not publicly available, except as conferred by the Trustees. The books and records of the Trust may be kept at such place or places as the Trustees may from time to time determine, except as otherwise required by law.
Section 10.8 Filing of Copies, References, Headings, Rules of Construction. The original or a copy of this Declaration of Trust shall be kept at the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate of an officer of the Trust as to any matters in connection with the Trust hereunder, and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this Declaration of Trust. In this Declaration of Trust, references to this Declaration of Trust, and all expressions such as “herein,” “hereof” and “hereunder,” shall be deemed to refer to this Declaration of Trust as a whole and not to any particular article or section unless the context requires otherwise. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this Declaration of Trust. Whenever the singular number is used herein, the same shall include the plural; and the neuter, masculine and feminine genders shall include each other, as applicable. The terms “include,” “includes” and “including” and any comparable terms shall be deemed to mean “including, without limitation.” The term “Person” whenever used herein shall include individuals, corporations, limited liability companies, partnerships, trusts, associations, joint ventures, estates and other entities, whether or not legal entities, and governments, agencies and political subdivisions thereof, whether domestic or foreign.
Section 10.9 Counterparts; Execution of Documents. This Declaration of Trust and any document, consent or instrument referenced in or contemplated by this Declaration of Trust or the By-laws may be executed in any number of counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument: (i) any document, consent, instrument or notice referenced in or contemplated by this Declaration of Trust or the By-laws that is to be executed by one or more Trustees may be executed by means of original, facsimile, .pdf, electronic mail, electronic signature or other electronic means; and (ii) any document, consent, instrument or notice referenced in or contemplated by this Declaration of Trust or the By-laws that is to be delivered by the Trust or one or more Trustees may be delivered by facsimile, .pdf, electronic mail electronic signature or other electronic means, unless, in the case of either clause (i) or (ii), otherwise determined by the Trustees or required by applicable law.
IN WITNESS WHEREOF, the Trustees named below, being the initial Trustees of the Trust, do hereby make and enter into this Agreement and Declaration of Trust of Federated MDT Equity Trust as of the date first written above.
/s/ John T. Collins John T. Collins |
/s/ J. Christopher Donahue J. Christopher Donahue |
/s/ John B. Fisher John B. Fisher |
/s/ G. Thomas Hough G. Thomas Hough |
/s/ Maureen Lally-Green Maureen Lally-Green |
/s/ Peter E. Madden Peter E. Madden |
/s/ Charles F. Mansfield, Jr. Charles F. Mansfield, Jr. |
/s/ Thomas M. O’Neill Thomas M. O’Neill |
/s/ P. Jerome Richey P. Jerome Richey |
/s/ John S. Walsh John S. Walsh |
Schedule A
to the Declaration of Trust for Federated MDT Equity Trust
(Series and Classes of Federated MDT Equity Trust
as of July 12, 2017)
The following is a complete list, as of the above date, of the Series and Classes of the Federate MDT Equity Trust, 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
AMENDMENT #1
TO THE AGREEMENT AND DECLARATION OF TRUST OF
FEDERATED MDT EQUITY TRUST
Effective August 15, 2018
1) | The name of the Trust shall be amended to read: “FIRST: the name of the Trust is: Federated Adviser Series.” |
2) | Delete Article VIII, Section 8.2 Indemnification in its entirety and replace with the following: |
Section 8.2 Indemnification.
(a) | Subject to the exceptions and limitations contained in subsection (b) below; |
(i) | every person who is, or has been, a Trustee or an officer, employee or agent of the Trust or is or was serving at the request of the Trust as a trustee, director, officer, employee or agent of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (“Covered Person”) shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or her in connection with: (A) any claim, action, suit or proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a Covered Person and against amounts paid or incurred by him or her in the settlement thereof; and (B) any liabilities and expenses, including, without limitation, the cost of credit monitoring, incurred by the indemnified representative as a result of the indemnified representative, while acting in an indemnified capacity, having provided personally identifiable information, including, without limitation, birthdates, social security numbers, driver’s license numbers or passport numbers, to a regulator or counterparty by or with whom the Trust, or its series, is regulated or engages in business to satisfy a legal or procedural requirement of such regulator or counterparty, including, without limitation, know-your-customer or anti-money laundering requirements, and the security of such personally identifiable information is compromised and used to the detriment of the indemnified representative. |
(ii) | as used herein, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal, investigative or other, including appeals), actual or threatened, and the words “liability” and “expenses” shall include, without limitation, attorney’s fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities whatsoever. |
(b) | To the extent required under the 1940 Act, but only to such extent, no indemnification shall be provided hereunder to a Covered Person; |
(i) | who shall have been finally adjudicated by a court or other body before which the proceeding was brought to be liable to the Trust or its Shareholders by reason of bad faith, willful misfeasance, gross negligence or reckless disregard of the duties expressly set forth herein; or |
(ii) | in the event of a settlement or other disposition not involving a final adjudication as provided in paragraph (b)(i) above resulting in a payment by a Trustee or officer, unless there has been a determination that such Covered Person did not engage in bad faith, willful misfeasance, gross negligence or reckless disregard of the duties expressly set forth herein: (A) by the court or other body approving the settlement or other disposition; (B) by at least a majority of those Trustees who are neither Interested Persons of the Trust nor parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or (C) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry). |
(c) | The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled and shall inure to the benefit of the heirs, executors and administrators of a Covered Person. |
(d) | To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification. |
(e) | To the maximum extent permitted by applicable law, expenses in connection with the preparation and presentation of a defense to any claim, action, suit, proceeding or other matter of the character described in subsection (a) of this Section 7.4 shall be paid by the Trust and each Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him or her to the Trust or applicable Series if it is ultimately determined that he or she is not entitled to indemnification 24 under this Section; provided, however, that any such advancement will be made in accordance with any conditions required by the Commission. The advancement of any expenses pursuant to this Section 7.4(e) shall under no circumstances be considered a “loan” under the Sarbanes- Oxley Act of 2002, as amended from time to time, or for any other reason. |
(f) | Any repeal or modification of this Article VII or adoption or modification of any other provision of this Declaration of Trust inconsistent with this Article shall be prospective only to the extent that such repeal or modification would, if applied retrospectively, adversely affect any limitation on the liability of any Covered Person or indemnification or right to advancement of expenses available to any Covered Person with respect to any act or omission that occurred prior to such repeal, modification or adoption. Section 7.5 Further Indemnification. Nothing contained herein shall affect any rights to indemnification to which any Covered Person or other Person may be entitled by contract or otherwise under law or prevent the Trust from entering into any contract to provide indemnification to any Covered Person or other Person. Without limiting the foregoing, the Trust may, in connection with any transaction permitted by this Declaration of Trust, including the acquisition of assets subject to liabilities or a merger or consolidation pursuant to Section 8.3 hereof, assume the obligation to indemnify any Person including a Covered Person or otherwise contract to provide such indemnification, and such indemnification shall not be subject to the terms of this Article VII unless otherwise required under applicable law. |
3) Schedule A to the Declaration of Trust be amended as follows:
Schedule A
to the Declaration of Trust for Federated Adviser Series
(Series and Classes as of August 17, 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
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
AMENDMENT #4
TO THE AGREEMENT AND DECLARATION OF TRUST OF
FEDERATED ADVISER SERIES
Effective May 16, 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 May 16, 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 Emerging Markets Equity Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 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
(Continued on next page)
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
Federated International Equity Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated International Growth Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
AMENDMENT #5
TO THE AGREEMENT AND DECLARATION OF TRUST OF
FEDERATED ADVISER SERIES
Effective September 18, 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 May 29, 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 Emerging Markets Equity Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated Hermes SDG Engagement Equity Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated Hermes SDG Engagement High Yield Credit 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
(Continued on next page)
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
Federated International Equity Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated International Growth Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
AMENDMENT #6
TO THE AGREEMENT AND DECLARATION OF TRUST OF
FEDERATED ADVISER SERIES
Effective June 1, 2020
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 June 1, 2020)
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 Emerging Markets Equity Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated Hermes SDG Engagement Equity Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated Hermes SDG Engagement High Yield Credit 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
(Continued on next page)
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 US SMID 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
Federated International Equity Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated International Growth Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
AMENDMENT #7
TO THE AGREEMENT AND DECLARATION OF TRUST OF
FEDERATED HERMES ADVISER SERIES
Effective June 26, 2020
A. | Strike Section 1 of Article 1 from the Declaration of Trust and substitute in its place the following: |
This Trust shall be known as Federated Hermes Adviser Series, pursuant to resolutions approved by the Board of Trustees at a meeting held February 13, 2020 to be effective June 26, 2020 and the Trustees may conduct business of the Trust under the name or any other name as they may determine from time to time.
Schedule A to the Declaration of Trust is amended as follows:
Schedule A
to the Declaration of Trust for Federated Hermes Adviser Series
(Series and Classes as of June 26, 2020)
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 Hermes 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 Emerging Markets Equity Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated Hermes SDG Engagement Equity Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated Hermes SDG Engagement High Yield Credit 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
(Continued on next page)
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 US SMID 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
Federated Hermes International Developed Equity Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Federated Hermes International Growth Fund
Class A Shares
Class C Shares
Institutional Shares
Class R6 Shares
Exhibit 28 (b) under Form N-1A
Exhibit 3(ii) under item 601/REG. S-K
FEDERATED HERMES ADVISER SERIES
(effective as of June 26, 2020)
(formerly known as Federated Adviser Series)
(formerly known as Federated MDT Equity Trust)
(a Delaware Statutory Trust)
BY-LAWS
Dated as of July 12, 2017
TABLE OF CONTENTS
ARTICLE I INTRODUCTION | |
Section 1. Declaration of Trust | |
Section 2. Defined Terms | |
ARTICLE II OFFICES | |
Section 1. Principal Office | |
Section 2. Delaware Office | |
Section 3. Other Offices | |
ARTICLE III MEETINGS OF SHAREHOLDERS | |
Section 1. Place of Meetings | |
Section 2. Call of Meetings | |
Section 3. Notice of Shareholders’ Meetings | |
Section 4. Manner of Giving Notice; Affidavit of Notice | |
Section 5. Adjourned Meeting; Notice | |
Section 6. Voting | |
Section 7. Waiver of Notice; Consent of Absent Shareholders | |
Section 8. Record Date for Shareholder Notice, Voting and Giving Consents | |
Section 9. Proxies | |
Section 10. Inspectors of Election | |
Section 11. Conduct of Meetings | |
Section 12. Shareholder Action by Written Consent | |
Section 13. Quorum | |
ARTICLE IV BOARD OF TRUSTEES | |
Section 1. Trustees and Vacancies | |
Section 2. Place of Meetings; Meetings by Telephone | |
Section 3. Regular Meetings | |
Section 4. Special Meetings | |
Section 5. Quorum | |
Section 6. Waiver of Notice | |
Section 7. Adjournment | |
Section 8. Action Without a Meeting | |
Section 9. Fees and Compensation of Trustees | |
Section 10. Special Action | |
ARTICLE V COMMITTEES | |
Section 1. Committees of the Trustees | |
Section 2. Meetings and Actions of Committees | |
ARTICLE VI OFFICERS | |
Section 1. Officers | |
Section 2. Election | |
Section 3. Removal and Resignation of Officers | |
Section 4. Vacancies in Office | |
Section 5. Chairman of the Board of Trustees | |
Section 6. President | |
Section 7. Vice Presidents | |
Section 8. Secretary | |
Section 9. Treasurer and Assistant Treasurers | |
Section 10. Chief Legal Officer | |
Section 11. Chief Compliance Officer | |
Section 12. Vice Chairman. | |
Section 13. Compensation | |
ARTICLE VII INSPECTION OF RECORDS AND REPORTS | |
Section 1. Maintenance and Inspection of Share Register | |
Section 2. Maintenance and Inspection of Declaration of Trust and By-laws | |
Section 3. Maintenance and Inspection of Other Records | |
Section 4. Inspection by Trustees | |
ARTICLE VIII DIVIDENDS | |
Section 1. Declaration of Dividends | |
Section 2. Delegation of Authority Relating to Dividends | |
Section 3. Reserves | |
ARTICLE IX GENERAL MATTERS | |
Section 1. Checks, Drafts, Evidence of Indebtedness | |
Section 2. Contracts and Instruments; How Executed | |
Section 3. Certificates for Shares | |
Section 4. Lost Certificates | |
Section 5. Representation of Shares of Other Entities Held by the Fund | |
Section 6. Bonds and Other Security | |
Section 7. Transfer of Shares | |
Section 8. Holders of Record | |
Section 9. Fiscal Year | |
Section 10. Seal | |
Section 11. Writings | |
Section 12. Severability | |
Section 13. Headings | |
ARTICLE X AMENDMENTS |
FEDERATED MDT EQUITY TRUST
BY-LAWS
ARTICLE
I
INTRODUCTION
Section 1. Declaration of Trust. These By-laws are subject to the Declaration of Trust and, in the event of any inconsistency between the terms hereof and the terms of the Declaration of Trust, the terms of the Declaration of Trust shall control.
Section 2. Defined Terms. Defined terms used but not defined in these By-laws have the meanings given to them in the Declaration of Trust.
ARTICLE
II
OFFICES
Section 1. Principal Office. The Board of Trustees shall fix, and from time to time may change, the location of the principal executive office of the Trust at any place within or outside the State of Delaware.
Section 2. Delaware Office. The Board of Trustees shall establish a registered office in the State of Delaware and shall appoint as the Trust’s registered agent for service of process in the State of Delaware an individual who is a resident of the State of Delaware or a Delaware corporation or a corporation authorized to transact business in the State of Delaware, and in each case the business office of such registered agent for service of process shall be identical with the registered Delaware office of the Trust. The Trustees may designate a successor resident agent; provided, however, that such appointment shall not become effective until a certificate of amendment to the Certificate of Trust is filed in the office of the Delaware Secretary of State.
Section 3. Other Offices. The Board of Trustees may at any time establish branch or subordinate offices at any place or places within and outside the State of Delaware as the Trustees may from time to time determine.
ARTICLE
III
MEETINGS OF SHAREHOLDERS
Section 1. Meetings. No annual meetings of the Shareholders (or any class or series) need by held. Special meetings of the Shareholders (or any class or series) may be called at any time by the President, and shall be called by the President or the Secretary at the request, in writing or by resolution, of a majority of the Trustees, or at the written request of the holder or holders of twenty-five percent (25%) or more of the total number of the then issued and outstanding shares of the Trust entitled to vote at such meeting. Any such request shall state the purposes of the proposed meeting.
Section 2. Place of Meetings. Meetings of Shareholders shall be held at any place within or outside the State of Delaware designated by the Board. In the absence of any such designation by the Board, Shareholders' meetings shall be held at the principal executive office of the Trust. For purposes of these By-Laws, the term “Shareholder” shall mean a record owner of shares of the Trust.
Section 3. Call of Meeting. Meetings of the Shareholders shall be called as provided in Section 1 of this Article II.
Section 4. Notice of Shareholders’ Meetings. All notices of meetings of Shareholders shall be sent or otherwise given in accordance with Section 5 of this Article III not less than seven (7) nor more than sixty (60) days before the date of the meeting and not more than one hundred and twenty days before the date of the meeting. The notice shall specify: (i) the place, date and hour of the meeting; and (ii) the purpose of such meeting and the matters proposed to be acted on. The notice of any meeting at which Trustees are to be elected also shall include the name of any nominee or nominees who at the time of the notice are intended to be presented for election. Except with respect to adjournments as provided herein, no business shall be transacted at such meeting other than that specified in the notice.
Section 5. Manner of Giving Notice; Affidavit of Notice.
(a) Notice of any meeting of Shareholders shall be given: (i) either personally or by first-class mail or other written or electronic communication, charges prepaid; and (ii) addressed to the Shareholder at the address of that Shareholder appearing on the books of the Trust or its transfer agent, or given by the Shareholder to the Trust for the purpose of notice. If no such address appears on the Trust’s books or such address is not given to the Trust, or to the Trust’s transfer or similar agent, notice shall be deemed to be waived and therefore unnecessary, unless and until the Shareholder provides the Trust, or the Trust’s transfer or similar agent, with his or her address. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written or electronic communication or, where notice is given by publication, on the date of publication. Without limiting the manner by which notice otherwise may be given effectively to Shareholders, any notice to Shareholders given by the Trust shall be effective if given by a single notice to all Shareholders who share an address if delivered in accordance with applicable regulations promulgated by the Commission. Notice shall be deemed to have been given at the time when delivered personally, deposited in the mail or with a courier, or sent by facsimile, .pdf, electronic mail or other means of written or electronic communication.
(b) If any notice addressed to a Shareholder at the address of that Shareholder appearing on the books of the Trust is returned to the Trust by the United States Postal Service marked to indicate that the Postal Service is unable to deliver the notice to the Shareholder at that address, all future notices shall be deemed to have been duly given without further mailing if such future notices shall be kept available to the Shareholder, upon written demand of the Shareholder, at the principal executive office of the Trust for a period of one year from the date of the giving of the notice.
(c) An affidavit of the mailing or other means of giving any notice of any meeting of Shareholders shall be filed and maintained in the records of the Trust.
(d) A notice given by a Shareholder to be proper must set forth (i) as to each person whom the Shareholder proposes to nominate for election or reelection as a Trustee (A) the name, age, business address and residence address of such person, (B) the Class and number of Shares that are beneficially owned or owned of record by such person, (C) the date such Shares were acquired and the investment intent of such acquisition, and (D) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of Trustees in an election contest, or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Trustee if elected); (ii) as to any other business that the Shareholder proposes to bring before the meeting, a description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder or any Shareholder affiliate or family member (including any anticipated benefit to the Shareholder or any Shareholder affiliate or family member therefrom) and of each beneficial owner of Shares, if any, on whose behalf the proposal is made; (iii) as to the Shareholder giving the notice and each beneficial owner, if any, on whose behalf the nomination or proposal is made, (1) the name and address of such Shareholder, as they appear on the Trust’s stock ledger and current name and address, if different, of such beneficial owner, (2) the Class and number of Shares which are owned beneficially or of record by such Shareholder and/or such beneficial owner, (3) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk of Share price changes for, or to increase the voting power of, such Shareholder or beneficial owner with respect to any Share (collectively “Hedging Activities”), and (4) the extent to which such Shareholder or such beneficial owner, if any, has engaged in Hedging Activities with respect to shares or other equity interests of any other trust or company; and (iv) to the extent known by the Shareholder giving the notice, the name and address of any other Shareholder supporting the nominee for election or reelection as a Trustee or the proposal of other business on the date of such Shareholder’s notice.
Section 6. Adjourned Meeting; Notice. Any Shareholders’ meeting, whether or not a quorum is present, may be adjourned with respect to one or more matters to be considered at such meeting by action of the chairman of the meeting. Notice of adjournment of a Shareholders’ meeting to another time or place need not be given, if the adjourned meeting is held within a reasonable time after the date set for the original meeting, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than one hundred twenty days from the date of the original meeting, in which case the Board of Trustees shall set a new record date. If a new record date is fixed for the adjourned meeting, notice of any such adjourned meeting shall be given to each Shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 3 and 4 of this Article III. Any business that might have been transacted at the original meeting may be transacted at any adjourned meeting. An adjournment may be made with respect to one or more proposals, but not necessarily all proposals, to be voted or acted upon at such meeting and any such adjournment shall not delay or otherwise affect the effectiveness and validity of a vote or other action taken prior to adjournment.
Section 7. Voting. The Shareholders entitled to vote at any meeting of Shareholders shall be determined in accordance with the provisions of the Declaration of Trust. The Shareholders’ vote may be by voice vote or by ballot; provided, however, that any election of Trustees must be by ballot if demanded by any Shareholder before the voting has begun. On any matter other than election of Trustees, any Shareholder may cast part of the votes that such Shareholder is entitled to cast in favor of the proposal and refrain from casting and/or cast the remaining part of such votes against the proposal. If any Shareholder fails to specify the number of votes that such Shareholder is casting in favor of the proposal, it shall be conclusively presumed that such Shareholder is casting all of the votes that such Shareholder is entitled to cast in favor of such proposal. Except when a larger vote is required by any provision of the Declaration of Trust or these By-laws or by applicable law, when a quorum is present at any meeting, a majority of the Shares voted shall decide any questions and a plurality of the Shares voted shall elect a Trustee, provided that where any provision of applicable law, the Declaration of Trust or these By-laws requires the holders of any Class or Series to vote as a Class or Series or the holders of a Class or Series to vote as a Class or Series, then a majority of the Shares of that Class or Series voted on the matter shall decide that matter insofar as that Class or Series is concerned. There shall be no cumulative voting in the election or removal of Trustees.
Section 8. Waiver of Notice; Consent of Absent Shareholders.
(a) The transaction of business and any actions taken at a meeting of Shareholders, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, provided a quorum is present either in person or by proxy at the meeting and if written or electronic consent to the action is filed with the records of the meetings of Shareholders by the holders of the number of Shares that would be required to approve the matter under these By-Laws and the Declaration of Trust and such action is submitted to Shareholders by the consent of the Board of Trustees. Such written consent shall be treated for all purposes as a vote taken at a meeting of Shareholders. Whenever notice of a meeting is required to be given to a Shareholder under the Declaration of Trust or these By-laws, a written waiver thereof, executed before or after the meeting by such Shareholder or his or her attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice.
(b) Attendance by a Shareholder at a meeting of Shareholders shall also constitute a waiver of notice of that meeting, except if the Shareholder objects for the record at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting of Shareholders is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made for the record at the beginning of the meeting.
Section 9. Record Date for Shareholder Notice, Voting and Giving Consents.
(a) For purposes of determining the Shareholders entitled to vote or act at any meeting or adjournment or postponement thereof, the Board of Trustees may fix in advance a record date which shall not be more than sixty days before the date of any such meeting. If the Trustees do not so fix a record date, the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day which is five business days before the day on which the meeting is held. The Shareholders of record entitled to vote at a Shareholders’ meeting shall be deemed the Shareholders of record at any meeting reconvened after one or more adjournments, unless the Board of Trustees has fixed a new record date. If the Shareholders’ meeting is adjourned for more than one hundred twenty days after the original date, the Board of Trustees shall establish a new record date.
(b) The record date for determining Shareholders entitled to give consent to action in writing without a meeting: (i) when no prior action of the Board of Trustees has been taken, shall be the day on which the first written consent is given; or (ii) when prior action of the Board of Trustees has been taken, shall be the close of business on the day on which the Trustees adopt the resolution taking such action.
(c) Nothing in this Section 8 of this Article III shall be construed as precluding the Board of Trustees from setting different record dates for different Classes or Series. Only Shareholders of record on the record date, as herein determined, shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, notwithstanding any transfer of Shares on the books of the Trust after such record date.
Section 9. Proxies. Every Shareholder entitled to vote for Trustees or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the Shareholder and filed with the secretary of the Trust; provided, that an alternative to the execution of a written proxy may be permitted as provided in the second paragraph of this Section 9 of this Article III. A proxy shall be deemed signed if the Shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Shareholder or the Shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the Shareholder executing it by a written notice delivered to the Trust prior to the exercise of the proxy or by the Shareholder’s execution of a subsequent proxy or attendance and vote in person at the meeting; or (ii) written notice of the death or incapacity of the Shareholder is received by the Trust before the proxy’s vote is counted; provided, however, that no proxy shall be valid after the expiration of eleven months from the date of the proxy unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of the General Corporation Law of the State of Delaware.
With respect to any Shareholders’ meeting, the Board of Trustees may act to permit the Trust to accept proxies by any electronic, telephonic, computerized, telecommunications or other reasonable alternative to the execution of a written instrument authorizing the proxy to act, provided the Shareholder’s authorization is received within eleven months before the meeting. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest with the challenger. Unless otherwise specifically limited by their terms, proxies shall entitle the Shareholder to vote at any adjournment of a Shareholders’ meeting.
Section 10. Inspectors of Election. Before any meeting of Shareholders, the Board of Trustees may appoint any person other than nominees for office to act as inspector of election at the meeting or its adjournment. If no inspector of election is so appointed, the Chairman of the meeting may, and on the request of any Shareholder or a Shareholder’s proxy shall, appoint an inspector of election at the meeting. If any person appointed as inspector fails to appear or fails or refuses to act, the Chairman of the meeting may, and on the request of any Shareholder or a Shareholder’s proxy shall, appoint a person to fill the vacancy.
The inspector shall:
(a) determine the number of Shares outstanding and the voting power of each, the Shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;
(b) receive votes, ballots or consents;
(c) hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) count and tabulate all votes or consents;
(e) determine when the polls shall close;
(f) determine the result of voting or consents; and
(g) do any other acts that may be proper to conduct the election or vote with fairness to all Shareholders.
Section 11. Conduct of Meetings. The Chairman of the Board of Trustees shall preside at each meeting of Shareholders. In the absence of the Chairman of the Board of Trustees, the meeting shall be chaired by the President, or if the President is not present, by any Vice President, or if none of them is present, then by the person selected for such purpose at the meeting. In the absence of the Secretary or an Assistant Secretary, the secretary of the meeting shall be such person as the Chairman of the meeting shall appoint. At every meeting of Shareholders, unless the voting is conducted by inspectors, the proxies and ballots shall be received, and all questions concerning the qualification of voters and the validity of proxies, the acceptance or rejection of votes, and procedures for the conduct of business not otherwise specified by these By-laws, the Declaration of Trust or law, shall be decided or determined by the Chairman of the meeting.
Section 12. Shareholder Action by Written Consent.
(a) Except as provided in the Declaration of Trust, any action that may be taken at any meeting of Shareholders may be taken without a meeting if such action is submitted to Shareholders by consent of the Board of Trustees and written consent to the action is filed with the records of the meetings of Shareholders by the holders of the number of Shares that would be required to approve the matter; provided, however, that the Shareholders receive any necessary information statement or other necessary documentation in conformity with the requirements of the Securities Exchange Act of 1934 or the rules or regulations thereunder. Any such written consent may be executed and given by facsimile, .pdf, electronic mail, electronic signature or other electronic means. All such consents shall be filed with the Secretary of the Trust and shall be maintained in the Trust’s records. Any Shareholder giving a written consent, a transferee of the Shares, a personal representative of the Shareholder, or their respective proxy holders may revoke the Shareholder’s written consent by a writing received by the Secretary of the Trust before written consents of the number of Shares required to authorize the proposed action have been filed with the Secretary.
(b) If the unanimous written consent of all such Shareholders shall not have been received, the Secretary shall give prompt notice of the action approved by the Shareholders without a meeting. This notice shall be given in the manner specified in Section 4 of this Article III to each Shareholder entitled to vote who did not execute such written consent.
Section 13. Quorum. Except when a larger quorum is required by applicable law, the Declaration of Trust or these By-Laws, thirty-three and one-third percent (33-1/3%) of the Shares outstanding and entitled to vote present in person or represented by proxy at a Shareholders’ meeting shall constitute a quorum at such meeting. When a separate vote by one or more Series or Classes is required, thirty-three and one-third percent (33-1/3%) of the outstanding Shares of each such Series or Class entitled to vote present in person or represented by proxy at a Shareholders’ meeting shall constitute a quorum of such Series or Class.
If a quorum, as above defined, shall not be present for the purpose of any vote that may properly come before any meeting of Shareholders at the time and place of any meeting, the Shareholders present in person or by proxy and entitled to vote at such meeting on such matter holding a majority of the Shares present and entitled to vote on such matter may by vote adjourn the meeting from time to time to be held at the same place without further notice than by announcement to be given at the meeting until a quorum, as above defined, entitled to vote on such matter, shall be present, whereupon any such matter may be voted upon at the meeting as though held when originally convened.
ARTICLE
IV
BOARD OF TRUSTEES
Section 1. Trustees and Vacancies. The business and affairs of the Trust shall be managed by the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility, so far as such powers are not inconsistent with the laws of the State of Delaware, the Declaration of Trust, or these By-laws.
Vacancies in the Board of Trustees may be filled as set forth in the Declaration of Trust. In the event that all Trustee offices become vacant, an authorized officer of the Investment Adviser shall serve as the sole remaining Trustee effective upon the vacancy in the office of the last Trustee, subject to applicable provisions of the 1940 Act. In such case, the Investment Adviser, as the sole remaining Trustee, shall, as soon as practicable, fill all of the vacancies on the Board of Trustees; provided, however, that the percentage of Trustees who are not Interested Persons of the Trust shall be no less than that permitted by applicable provisions of the 1940 Act. Thereupon, the Investment Adviser shall resign as Trustee and a meeting of the Shareholders shall be called, as required by applicable provisions of the 1940 Act, for the election of Trustees.
Section 2. Place of Meetings; Meetings by Telephone. All meetings of the Board of Trustees may be held at any place within or outside the State of Delaware that has been designated from time to time by the Trustees. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Trust. Subject to any applicable requirements of applicable provisions of the 1940 Act, any meeting may be held by conference telephone or similar communication equipment, so long as all Trustees participating in the meeting can hear one another and all such Trustees shall be deemed to be present in person at the meeting.
Section 3. Regular Meetings. Regular meetings of the Board of Trustees shall be held at such times as shall be fixed from time to time by the Trustees. Such regular meetings may be held in accordance with the fixed schedule without call or any additional notice.
Section 4. Special Meetings. Special meetings of the Board of Trustees for any purpose or purposes may be called at any time by Chairman, the President, the Secretary or by a majority of Trustees. Notice of the time, place and purpose of special meetings shall be communicated to each Trustee orally in person or by telephone at least forty-eight hours before the meeting or transmitted to him or her by first-class mail, or by facsimile, .pdf, electronic mail or other electronic means, addressed to each Trustee at that Trustee’s address as it is shown on the records of the Trust at least seventy-two hours before the meeting. Oral notice shall be deemed to be given when given directly to the person required to be notified and all other notices shall be deemed to be given when sent. The notice need not specify the place of the meeting if the meeting is to be held at the principal executive office of the Trust.
Section 5. Quorum. One-third, but not less than two, of the authorized number of Trustees shall constitute a quorum for the transaction of business (unless there is only one Trustee, at which point a quorum will consist of that one Trustee), except to adjourn as provided in Section 7 of this Article IV. Every act or decision done or made by a majority of the Trustees present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Trustees, subject to the provisions of the Declaration of Trust. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Trustees if any action taken is approved by at least a majority of the required quorum for that meeting.
Section 6. Waiver of Notice. The transactions of a meeting of Trustees, however called and noticed and wherever held, shall be valid as though transacted at a meeting duly held after regular call and notice if a quorum is present either in person or by proxy. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting with respect to that person, except when the person objects for the record at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that such attendance is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made for the record at the beginning of the meeting. Whenever notice of a meeting is required to be given to a Trustee under the Declaration of Trust or these By-laws, a written waiver thereof, executed before or after the meeting by such Trustee or his or her attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice. The waiver of notice or consent need not specify the purpose of the meeting.
Section 7. Adjournment. A majority of the Trustees present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
Section 8. Action Without a Meeting. Unless applicable provisions of the 1940 Act require that a particular action be taken only at a meeting at which the Trustees are present in person, any action to be taken by the Trustees may be taken without a meeting by unanimous written consent of the Trustees. Any such written consent may be executed and given by facsimile or other electronic means. Such written consents shall be filed with the minutes of the proceedings of the Board of Trustees.
Section 9. Fees and Compensation of Trustees. Trustees and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the Board of Trustees. This Section 9 of Article IV shall not be construed to preclude any Trustee from serving the Trust in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services.
Section 10. Special Action. When the number of Trustees, or members of a committee, as the case may be, required for approval of an action at a meeting of the Trustees or of such committee at which all members of the Board of Trustees or such committee are present at such meeting, however called, or whenever held, or shall assent to the holding of the meeting without notice, or shall sign a written assent thereto on the record of such meeting, the acts of such meeting shall be valid as if such meeting had been regularly held.
ARTICLE
V
COMMITTEES
Section 1. Committees of the Trustees. The Board of Trustees may, by resolution adopted by a majority of the authorized number of Trustees, designate one or more committees as set forth in the Declaration of Trust, to serve at the pleasure of the Board of Trustees. The Board of Trustees may designate one or more Trustees or other persons as alternate members of any committee who may replace any absent member at any meeting of the committee. The Trustees shall determine the number of members of each committee and its powers and shall appoint its members and its chair. Each committee member shall serve at the pleasure of the Trustees. Each committee shall maintain records of its meetings and report its actions to the Trustees. The Trustees may rescind any action of any committee, but such rescission shall not have retroactive effect. The Trustees may delegate to any committee any of its powers, subject to the limitations of applicable law.
Section 2. Meetings and Actions of Committees. Meetings and action of any committee shall be governed by and held and taken in accordance with the provisions of the Declaration of Trust and Article IV, with such changes in the context thereof as are necessary to substitute the committee and its members for the Board of Trustees and its members, except that the time of regular meetings of any committee may be determined either by the Board of Trustees or by the committee. Special meetings of any committee may also be called by resolution of the Board of Trustees, and notice of special meetings of any committee shall also be given to all alternate members who shall have the right to attend all meetings of the committee. The Board of Trustees may adopt rules for the government of any committee not inconsistent with the provisions of these By-laws.
Section 3. Executive Committee. The Trustees may elect from their own number an Executive Committee to consist of not less than two members. The Executive Committee shall be elected by a resolution passed by a vote of at least a majority of the Trustees then in office. The Trustees may also elect from their own number other committees from time to time, the number composing such committees and the powers conferred upon the same to be determined by vote of the Trustees.
(a) Vacancies occurring in the Executive Committee shall be filed by the Trustees by resolution passed by the vote of at least a majority of the Trustees then in office.
(b) All action by the Executive Committee shall be reported to the Trustees at their meeting next succeeding such action.
(c) The Executive Committee shall fix its own rules of procedure not inconsistent with these By-Laws or with any directions of the Trustees. It shall meet at such times and places and upon such notice as shall be provided by such rules or b resolution of the Trustees. The presence of a majority shall constitute a quorum for the transaction of business, and in every case an affirmative vote of a majority of all the members of the Committee present shall be necessary for the taking of any action.
(d) During the intervals between the Meetings of the Trustees, the Executive Committee, except as limited by the Declaration of Trust, these By-Laws or by specific direction of the Board, shall possess and may exercise all the powers of the Trustees 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, and shall have power to authorize thee Seal of the Trust to be affixed to all instruments and documents requiring the same. Notwithstanding the foregoing, the Executive Committee shall not have the power to elect Trustees, increase or decrease the number of Trustees, elect or remove any officer, issue shares or recommend to shareholders any action requiring shareholder approval, or amend these By-Laws.
ARTICLE
VI
OFFICERS
Section 1. Officers. The Trust shall have a President, a Secretary, a Treasurer, one or more Executive Vice Presidents, one or more Senior Vice Presidents and one or more Vice Presidents. The Trust may also have, at the discretion of the Board of Trustees, one or more Vice Chairmen (who need not be a Trustee), and other officers or agents, including one or more Assistant Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be established by the Board of Trustees. Any person may hold more than one office of the Trust, except that no one person may serve concurrently as both President and Vice President. Any officer may be, but need not be, a Trustee or Shareholder.
Section 2. Election. The officers of the Trust, except such officers as may be elected or appointed in accordance with the provisions of Section 4 of this Article VI, shall be elected by the Board of Trustees, and each shall serve at the pleasure of the Trustees. The Trustees may empower the President to appoint such assistant or subordinate officers as the business of the Trust may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these By-laws or as the Trustees or the President may from time to time determine.
Section 3. Subordinate Officers. An executive vice president, senior vice president or vice president, the secretary or the treasurer may appoint an assistant vice president, an assistant secretary or an assistant treasurer, respectively, to serve until the next election of officers.
Section 4. Removal and Resignation of Officers.
(a) Any officer may be removed, either with or without cause, by the Board of Trustees or by such officer upon whom the power of removal may be conferred by the Trustees.
(b) Any officer may resign at any time by giving written notice to the Trust. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice, and unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Trust under any contract to which the officer is a party.
Section 5. Vacancies in Office. A vacancy in any office because of death, declination to serve, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these By-laws for regular election or appointment to that office. The President may make temporary appointments to a vacant office pending action by the Board of Trustees.
Section 6. Chairman of the Board of Trustees. The Trustees shall annually elect a Trustee to serve as Chairman of the Board of Trustees. The Chairman of the Board of Trustees shall, if present, preside at meetings of the Board of Trustees and Shareholders and exercise and perform such other powers and duties as may be from time to time assigned to the Chairman by the Board of Trustees or prescribed by these By-laws. In the absence, resignation, declination to serve, disability or death of the President, the Chairman shall exercise all the powers and perform all the duties of the President until his or her return, such disability shall be removed or a new President shall have been elected. It shall be understood that the election of any Trustee as Chairman shall not impose on that person any duty, obligation, or liability that is greater than the duties, obligations, and liabilities imposed on that person as a Trustee in the absence of such election, and no Trustee who is so elected shall be held to a higher standard of care by virtue thereof.
The Chairman may resign at any time by giving written notice of resignation to the Board of Trustees. Any such resignation shall take effect at the time specified in such notice, or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
The Chairman may be removed by majority vote of the Board of Trustees with or without cause at any time.
Any vacancy in the office of Chairman, arising from any cause whatsoever, may be filled for the unexpired portion of the term of the office which shall be vacant by the vote of the Board of Trustees.
If, for any reason, the Chairman is absent from a meeting of the Board of Trustees, the Board of Trustees may select from among its members who are present at such meeting a Trustee to preside at such meeting.
Section 7. Vice Chairman. Any Vice Chairman shall perform such duties as may be assigned to him from time to time by the Board.
Section 8. President. Subject to such supervisory powers, if any, as may be given by the Board of Trustees to the Chairman of the Board of Trustees, the President shall be the principal operating and executive officer of the Trust and shall, subject to the control of the Board of Trustees, have general supervision, direction and control of the business and the officers of the Trust. The President shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Board of Trustees or these By-laws.
Section 9. Vice Presidents. In the absence or disability of the President, the Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, if any, in order of their rank as fixed by the Board of Trustees or if not ranked, a Vice President designated by the Board of Trustees, shall perform all the duties of the President and when so acting shall have all powers of, and be subject to all the restrictions upon, the President. The Executive Vice President, Senior Vice Presidents or Vice Presidents, whichever the case may be, shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Trustees, these By-laws, the President or the Chairman of the Board of Trustees.
Section 10. Secretary. The Secretary shall keep or cause to be kept at the principal executive office of the Trust or such other place as the Board of Trustees may direct a book of minutes of all meetings and actions of Trustees, committees of Trustees and Shareholders with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at trustees' meetings or committee meetings, the number of Shares present or represented at Shareholders’ meetings, and the proceedings.
The Secretary shall cause to be kept at the principal executive office of the Trust or at the office of the Trust’s administrator, transfer agent or registrar, as determined by resolution of the Board of Trustees, a Share register or a duplicate Share register showing the names of all Shareholders and their addresses, the number, Series, and Classes of Shares held by each, the number and date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation.
The Secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Board of Trustees required by these By-laws or by applicable law to be given and shall have such other powers and perform such other duties as may be prescribed by the Board of Trustees or by these By-laws.
Section 11. Treasurer and Assistant Treasurers. The Treasurer shall be the principal financial and accounting officer of the Trust and shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Trust, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and Shares. The books of account shall at all reasonable times be open to inspection by any trustee.
The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Trust with such depositories as may be designated by the Board of Trustees. The Treasurer shall disburse the funds of the Trust as may be ordered by the Board of Trustees, shall render to the President and Trustees, whenever they request it, an account of all of the Treasurer’s transactions as chief financial officer and of the financial condition of the Trust and shall have other powers and perform such other duties as may be prescribed by the Board of Trustees or these By-laws.
Section 12. Chief Legal Officer. The Chief Legal Officer shall serve as Chief Legal Officer for the Trust, solely for purposes of complying with the attorney conduct rules (“Attorney Conduct Rules”) enacted by the Securities Exchange Commission pursuant to Section 307 of the Sarbanes-Oxley Act of 2002 (“Section 307”). The Chief Legal Officer shall have the authority to exercise all powers permitted to be exercised by a chief legal officer pursuant to Section 307. The Chief Legal Officer, in his or her sole discretion, may delegate his or her responsibilities as Chief Legal Officer under the Attorney Conduct Rules to another attorney or firm of attorneys.
Section 13. Chief Compliance Officer. The Chief Compliance Officer shall be responsible for administering the Trust’s policies and procedures approved by the Board of Trustees under Rule 38a-1 of the 1940 Act, as applicable. Notwithstanding any other provision of these By-laws, the designation, removal and compensation of Chief Compliance Officer are subject to Rule 38a-1 under the 1940 Act, as applicable.
Section 14. Compensation. Officers and agents of the Trust may receive such compensation from the Trust for services and reimbursement for expenses as the Board of Trustees may determine.
ARTICLE
VII
RECORDS AND REPORTS
Section 1. Maintenance and Inspection of Share Register. The Trust shall keep at its offices or at the office of its transfer or other duly authorized agent, records of its Shareholders, that provide the names and addresses of all Shareholders and the number, Series, Classes, if any, of Shares held by each Shareholder. Such records may be inspected during the Trust’s regular business hours by any Shareholder, or its duly authorized representative, upon reasonable written demand to the Trust, for any purpose reasonably related to such Shareholder’s interest as a Shareholder.
Section 2. Maintenance and Inspection of Declaration of Trust and By-laws. The Trust shall keep at its offices the original or a copy of the Declaration of Trust and these By-laws, as amended or restated from time to time, where they may be inspected during the Trust’s regular business hours by any Shareholder, or its duly authorized representative, upon reasonable written demand to the Trust, for any purpose reasonably related to such Shareholder’s interest as a Shareholder.
Section 3. Maintenance and Inspection of Other Records. The accounting books and records and minutes of proceedings of the Shareholders, the Board of Trustees, any committee of the Board of Trustees or any advisory committee shall be kept at such place or places designated by the Board of Trustees or, in the absence of such designation, at the offices of the Trust. The minutes and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.
If information is requested by a Shareholder, the Board of Trustees, or, in case the Board of Trustees does not act, the President, any Vice President or the Secretary shall establish reasonable standards governing, without limitation, the information and documents to be furnished and the time and the location, if appropriate, of furnishing such information and documents. Costs of providing such information and documents shall be borne by the requesting Shareholder. The Trust shall be entitled to reimbursement for its direct, out-of-pocket expenses incurred in declining unreasonable requests (in whole or in part) for information or documents.
The Board of Trustees, or, in case the Board of Trustees does not act, the President, any Vice President or the Secretary may keep confidential from Shareholders for such period of time as the Board of Trustees or such officer, as applicable, deems reasonable any information that the Board of Trustees or such officer, as applicable, reasonably believes to be in the nature of trade secrets or other information that the Board of Trustees or such officer, as the case may be, in good faith believes would not be in the best interests of the Trust to disclose or that could damage the Trust or its business or that the Trust is required by law or by agreement with a third party to keep confidential.
Section 4. Inspection by Trustees. Every Trustee shall have the absolute right during the Trust’s regular business hours to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.
ARTICLE
VIII
DIVIDENDS
Section 1. Declaration of Dividends. Dividends upon the Shares of beneficial interest of the Trust may, subject to the provisions of the Declaration of Trust, if any, be declared by the Board of Trustees at any regular or special meeting, pursuant to applicable law. Dividends may be paid in cash, in property, or in Shares of the Trust.
Section 2. Delegation of Authority Relating to Dividends. The Trustees or the Executive Committee may delegate to any Officer or Agent of the Trust the ability to authorize the payment of dividends and the ability to fix the amount and other terms of a dividend regardless of whether or not such dividend has previously been authorized by the Trustees.
Section 3. Reserves. Before payment of any dividend, there may be set aside out of any funds of the Trust available for dividends such sum or sums as the Board of Trustees may, from time to time, in its absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Trust, or for such other purpose as the Board of Trustees shall deem to be in the best interests of the Trust, and the Board of Trustees may abolish any such reserve in the manner in which it was created.
ARTICLE
IX
GENERAL MATTERS
Section 1. Checks, Drafts, Evidence of Indebtedness. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Trust shall be signed or endorsed in such manner and by such person or persons as shall be designated from time to time in accordance with these By-laws or the resolution of the Board of Trustees.
Section 2. Contracts and Instruments; How Executed. The Board of Trustees, except as otherwise provided in these By-laws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Trust and this authority may be general or confined to specific instances, and unless so authorized or ratified by the Trustees or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Trust by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
Section 3. Certificates for Shares. No certificates for shares of beneficial interest in any series shall be issued except as the Board may otherwise determine from time to time in its sole discretion. Should the Board authorize the issuance of such certificates, a certificate or certificates for shares of beneficial interest in any series of the Trust may be issued to a Shareholder upon the Shareholder’s request when such shares are fully paid. All certificates shall be signed in the name of the Trust by the Chairman of the Board or the President or any Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or any Assistance Secretary, certifying the number of shares and the series and class of shares owned by the Shareholders. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Trust with the same effect as if such person were an officer, transfer agent or registrar at the date of issue. Notwithstanding the foregoing, the Trust may adopt and use a system of issuance, recordation and transfer of its shares by electronic or other means.
Section 4. Lost Certificates. Except as provided in Section 3 of this Article IX or this Section 4 of this Article IX, no new certificates for Shares shall be issued to replace an old certificate unless the latter is surrendered to the Trust and cancelled at the same time. The Board of Trustees may, in case any Share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board of Trustees may require, including a provision for indemnification of the Trust secured by a bond or other adequate security sufficient to protect the Trust against any claim that may be made against it, including any expense or liability on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.
Section 5. Representation of Shares of Other Entities Held by the Trust. The President or any Vice President or any other person authorized by resolution of the Board of Trustees or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Trust any and all shares of any corporation, partnership, trust or other entity, foreign or domestic, standing in the name of the Trust. The authority granted may be exercised in person or by a proxy duly executed by such designated person.
Section 6. Bonds and Other Security. If required by the Board of Trustees, any officer, agent or employee of the Trust shall give a bond or other security for the faithful performance of his or her duties, in such amount and with such surety or sureties as the Trustees may require.
Section 7. Transfer of Shares. In all cases of transfer by an attorney-in-fact, the original power of attorney, or an official copy thereof duly certified, shall be deposited and remain with the Trust, its transfer agent or other duly authorized agent. In case of transfers by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be presented to the Trust, transfer agent or other duly authorized agent, and may be required to be deposited and remain with the Trust, its transfer agent or other duly authorized agent.
Section 8. Holders of Record. The Trust shall be entitled to treat the holder of record of any Share or Shares as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Share or Shares on the part of any other person, whether or not the Trust shall have express or other notice thereof.
Section 9. Fiscal Year. The fiscal year of the Trust shall be fixed and re-fixed or changed from time to time by the Board of Trustees.
Section 10. Seal. The Board of Trustees may adopt a seal which shall be in such form and have such inscription as the Trustees may from time to time determine. Any Trustee or officer of the Trust shall have authority to affix the seal to any document, provided that the failure to affix the seal shall not affect the validity or effectiveness of any document.
Section 11. Writings. To the fullest extent permitted by applicable laws and regulations: (i) all requirements in these By-laws that any action be taken by means of any writing, including any written instrument, any written consent or any written agreement, shall be deemed to be satisfied by means of any electronic record in such form that is acceptable to the Trustees; and (ii) all requirements in these By-laws that any writing be signed shall be deemed to be satisfied by any electronic signature or other electronic means in such form that is acceptable to the Trustees.
Section 12. Severability. The provisions of these By-laws are severable. If the Board of Trustees determines, with the advice of counsel, that any provision hereof conflicts with applicable provisions of the 1940 Act or other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of these By-laws; provided, however, that such determination shall not affect any of the remaining provisions of these By-laws or render invalid or improper any action taken or omitted prior to such determination. If any provision hereof shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision only in such jurisdiction and shall not affect any other provision of these By-laws.
Section 13. Headings. Headings are placed in these By-laws for convenience of reference only. In case of any conflict, the text of these By-laws, rather than the headings, shall control. The other principles of construction set forth in Section 11.8 of the Declaration of Trust also shall apply to these By-laws.
ARTICLE
X
AMENDMENTS
These By-laws may be restated, amended, supplemented or repealed by a majority of the Trustees then in office without any authorization or approval of the Shareholders.
Effective: July 12, 2017
Exhibit 28 (g) under Form N-1A
Exhibit 10 under item 601/REG. S-K
CUSTODY AGREEMENT
AGREEMENT, dated as of June 7, 2005 between the registered investment companies, on behalf of each Series of such registered investment companies, if any, listed on Schedule I to this Agreement, as it may be amended from time to time (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian” or “Bank”).
WITNESSETH:
that for and in consideration of the mutual promises hereinafter set forth the Funds and Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words shall have the meanings set forth below:
1. “Authorized Person” shall be any person, whether or not an officer or employee of the Fund, duly authorized by the Fund's board to execute any Certificate or to give any Oral Instruction with respect to one or more Accounts, such persons to be designated in a “Certificate annexed hereto as Schedule I hereto or such other Certificate as may be received by Custodian from time to time.
2. “BNY Affiliate” shall mean any office, branch or subsidiary of The Bank of New York Company, Inc.
3. “Book-Entry System” shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors and nominees.
4. “Business Day” shall mean any day on which Custodian and relevant Depositories are open for business.
5. “Certificate” shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to Custodian, which is actually received by Custodian by letter or facsimile transmission and signed on behalf of a Fund by an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.
6. “Composite Currency Unit” shall mean the Euro or any other composite currency unit consisting of the aggregate of specified amounts of specified currencies, as such unit may be constituted from time to time.
7. “Depository” shall include (a) the Book-Entry System, (b) the Depository Trust Company, { c) any other clearing agency or securities depository registered with the Securities and Exchange Commission identified to the Fund from time to time, and (d) the respective successors and nominees of the foregoing.
8. “Foreign Depository” shall mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible Securities Depository as defined in Rule 17f-7 under the Investment Company Act of 1940, as amended, identified to the Fund from time to time, and (d) the respective successors and nominees of the foregoing.
9. “Instructions” shall mean communications transmitted by electronic or telecommunications media, including S.W.I.F.T., computer-to-computer interface, or dedicated transmission lines.
10. “Oral Instructions” shall mean verbal instructions received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person.
11. “Series” shall mean a “series company” as defined in Rule 18f-2(a) promulgated under the Investment Company Act of 1940.
12. “Securities” shall include, without limitation, any common stock and other equity securities, bonds, debentures and other debt securities, notes, mortgages or other obligations, and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a Depository or by a Subcustodian).
13. “Subcustodian” shall mean a bank (including any branch thereof) or other financial institution (other than a Foreign Depository) located outside the U.S. which is utilized by Custodian in connection with the purchase, sale or custody of Securities hereunder and identified to the Fund from time to time, and their respective successors and nominees.
14. See Second Amendment, dated 9/5/08
ARTICLE II
APPOINTMENT OF CUSTODIAN; ACCOUNTS;
REPRESENTATIONS, WARRANTIES, AND COVENANTS
1. (a) The Fund hereby appoints Custodian as Custodian of all Securities and cash at any time delivered to Custodian during the term of this Agreement, and authorizes Custodian to hold Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash accounts for each Fund in which Custodian will hold Securities and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Fund from the assets of any other Fund. Such accounts (each, an “Account”; collectively, the “Accounts”) shall be in the name of each Fund.
(b) Custodian may from time to time establish on its books and records such sub-accounts within each Account as the Fund and Custodian may agree upon (each a “Special Account”), and Custodian shall reflect therein such assets as the Fund may specify in a Certificate or Instructions.
(c) Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, future commission merchant or other third party identified in a Certificate or Instruction such accounts on such terms and conditions as the Fund and Custodian shall agree, and Custodian shall transfer to such account such Securities and money as a Fund may specify in a Certificate or Instructions.
2. Each Fund hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each delivery of a Certificate or each giving of Oral Instructions or Instructions by a Fund, that:
(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;
(b) This Agreement has been duly authorized by resolution of the Funds' boards, executed and delivered by each Fund, constitutes a valid and legally binding obligation of each Fund, enforceable in accordance with its terms, and there is no statute, regulation, role, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;
(c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted;
(d) It will not use the services provided by Custodian hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to the Fund;
(e) Its foreign custody manager, if the foreign custody manager is not the Custodian, as defined in Rule 17f-5 under the Investment Company Act of 1940, as amended (the “'40 Act”), has determined that use of each Subcustodian (including any Replacement Custodian) which Custodian is authorized to utilize in accordance with Section 1 (a) of Article ill hereof satisfies the applicable requirements of the '40 Act and Rule 17f-5 thereunder;
(f) It is fully informed of the protections and risks associated with various methods of transmitting Instructions and Oral Instructions and delivering Certificates to Custodian, shall, and shall cause each Authorized Person, to safeguard and treat with reasonable care any user and authorization codes, passwords and/or authentication keys, understands that there may be more secure methods of transmitting or delivering the same than the methods selected by it, agrees that the security procedures (if any) to be utilized provide a commercially reasonable degree of protection in light of its particular needs and circumstances, and acknowledges and agrees that Instructions may conclusively be presumed by Custodian to have been given by person(s) duly authorized, and may be acted upon as given;
(g) It shall manage its borrowings, including, without limitation any advance or overdraft (including any day-light overdraft) in the Accounts, so that the aggregate of its total borrowings for each Fund does not exceed the amount such Fund is permitted to borrow under the '40 Act;
(h) Its transmission or giving of, and Custodian acting upon and in reliance on Certificates, Instructions, or Oral Instructions pursuant to this Agreement shall at all times comply with the '40 Act; and
(i) It has the right to grant the security interest and security entitlement to Custodian contained in Section 1 of Article V hereof, free of any right of redemption or prior claim of any other person or entity, such pledge and such grants shall have a first priority subject to no setoffs, counterclaims, or other liens or grants prior to or on a parity therewith, and it shall take such additional steps as Custodian may require to assure such priority;
(j) Each Fund or its investment adviser has considered the custody risks of maintaining assets with each Foreign Depository with which it maintains its assets.
(k) Each Fund shall cause procedures to be maintained on the manner in which Instructions pursuant to which cash is distributed shall be given to Custodian.
3. The Fund hereby covenants that it shall from time to time complete and execute and deliver to Custodian upon Custodian's request a Form FR U-1 (or successor form) whenever the Fund borrows from Custodian any money to be used for the purchase or carrying of margin stock as defined in Federal Reserve Regulation U .
4. The Bank hereby represents and warrants, which representations and warranties shall be continuing that:
(a) It is a bank having the qualifications prescribed in paragraph (1) of section 26(a) of the '40 Act;
(b) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;
(c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted.
(d) In connection with the Funds' obligations under Rule 38a-l of the 1940 Act the Bank agrees as follows:
(1) the Bank agrees to reasonably cooperate with the Funds and the Funds' Chief Compliance Officer in the administration of the Funds' compliance program (“Compliance Program”) as required by the Securities and Exchange Commission (“SEC”);
(2) the Bank has implemented and maintains policies and procedw.-es reasonably designed to prevent, detect and promptly correct any violations of Federal Securities Laws with respect to services the Bank provides to the Funds (“Compliance Procedures”);
(3) the Bank Will provide summaries of any Compliance Procedures that may affect in any material respect, the services provided hereunder by the Bank to the Funds;
(4) the Bank periodically reviews the adequacy of such Compliance Procedures and the effectiveness of their implementation and upon the request of a Fund, Will provide the then current interval between such reviews;
(5) in the event that an officer or employee of the Bank administering this Agreement has actual knowledge of the occurrence of a “Material Compliance Matter” (as defined in Rule 38a-l(e)(2)) which the Bank reasonably believes is related to or Will affect the Fund, the Bank will, if permitted by law and the Bank's regulators, notify the Fund of such occurrence;
(6) except where prohibited bylaw, regulation or rule or as may be directed or instructed by the Bank's regulators, the Bank agrees to notify the Funds following quarter-end of any inspections by, or other inquiries received from, the SEC or any other regulatory or law enforcement agency after the date of this certification, which relate to the services provided by the Bank to the Funds hereunder. For the avoidance of doubt, such notification obligation shall be satisfied if the notice is contained in any publicly available regulatory filing.
(d) The Bank will maintain throughout the term of this Agreement, such contingency plans as it reasonably believes to be necessary and appropriate to recover its operations from the occurrence of a disaster and which are consistent with any statue or regulation to which it is subject that imposes business resumption and contingency planning standards. The Bank agrees to provide the Funds With a summary of its contingency plan as it relates to the systems used to provide the services hereunder and to provide the Funds with periodic updates of such summary upon the Funds' reasonable request.
ARTICLE III
CUSTODY AND RELATED SERVICES
1. (a) Subject to the terms hereof, each Fund hereby authorizes Custodian to hold any Securities received by it from time to time for the Fund's account. Custodian shall be entitled to utilize, subject to subsection (c) of this Section I, Depositories, Subcustodians, and, subject to subsection (d) of this Section 1, Foreign Depositories, to the extent possible in connection With its performance hereunder. Securities and cash held in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity .Securities and cash held through Subcustodians shall be held subject to the terms and conditions of Custodian's agreements with such Subcustodians. Subcustodians may be authorized to hold Securities in Foreign Depositories in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular Subcustodian agreement, Securities deposited with a Subcustodian, a Depositary or a Foreign Depository Will be held in a commingled account, in the name of Custodian, holding only Securities held by Custodian as Custodian for its customers.
Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Depositories, Foreign Depositories, or Subcustodians. Custodian shall, directly or indirectly, through Subcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the “Replacement Subcustodian”). In the event Custodian selects a Replacement Subcustodian, Custodian shall not utilize such Replacement Subcustodian until after the Fund's foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the' 40 Act and Rule 17f-5 thereunder.
(b) Unless Custodian has received a Certificate or Instructions to the contrary, Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of a Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(c) With respect to each Depository, Custodian (i) shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by a Fund, such reports as are available concerning the internal accounting controls and financial strength of Custodian.
(d) With respect to each Foreign Depository, Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and promptly notify the Fund of any material change in such risks. The Fund acknowledges and agrees that such analysis and monitoring shall be made on the basis of, and limited by, information gathered from Subcustodians or through publicly available information otherwise obtained by Custodian, and shall not include any evaluation of Country Risks. As used herein the term “Country Risks” shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such country's prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country's regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the order execution of securities transactions or affect the value of securities.
2. Custodian shall furnish the Fund with an advice of daily transactions (including a confirmation of each transfer of Securities) and a monthly summary of all transfers to or from the Accounts.
3. With respect to all Securities held hereunder, Custodian shall, unless otherwise instructed to the contrary:
(a) Receive all income and other payments and advise the Fund as promptly as practicable of any such amounts due but not paid;
(b) Present for payment and receive the amount paid upon all Securities which may mature and advise the Fund as promptly as practicable of any such amounts due but not paid;
(c) Forward to the Fund copies of all information or documents that it may actually receive from an issuer of Securities which, in the opinion of Custodian, are intended for the beneficial owner of Securities;
(d) Execute, as Custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax. laws now or hereafter in effect in connection with the collection of bond and note coupons;
(e) Hold directly or through a Depository, a Foreign Depository, or a Subcustodian all rights and similar Securities issued with respect to any Securities credited to an Account hereunder; and
(f) Endorse for collection checks, drafts or other negotiable instruments.
(1) Custodian shall notify the Fund of rights or discretionary actions with respect to Securities held hereunder, and of the date or dates by when such rights must be exercised or such action must be taken, provided that Custodian has actually received, from the issuer or the relevant Depository (with respect to Securities issued in the United States) or from the relevant Subcustodian, Foreign Depository, or a nationally or internationally recognized bond or corporate action service to which Custodian subscribes, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of such notice, Custodian shall have no liability for failing to so notify the Fund.
(2) Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer discretionary rights on the Fund or provide for discretionary action or alternative courses of action by the Fund, the Fund shall be responsible for making any decisions relating thereto and for directing Custodian to act. In order for Custodian to act, it must receive the Fund's Certificate or Instructions at Custodian's offices, addressed as Custodian may from time to time request, not later than noon (New York time) at least two (2) Business Days prior to the last scheduled date to act with respect to such Securities (or such earlier date or time as Custodian may specify to the Fund). Absent Custodian's timely receipt of such Certificate or Instructions, Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities.
4. All voting rights with respect to Securities, however registered, shall be exercised by the Fund or its designee. For Securities issued in the United States, Custodian's only duty shall be to mail to the Fund ally documents (including proxy statements, annual reports and signed proxies) actually received by Custodian relating to the exercise of such voting rights. With respect to Securities issued outside of the United States, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country which such securities are issued. Notwithstanding the foregoing, the Custodian's only duty shall be to provide the Funds with access to a provider of global proxy services at the Fund's request and to coordinate the provision of services between each Fund and the global proxy service provider. The Fund shall be responsible for all costs associated with its use of such services.
5. Custodian shall promptly advise the Fund upon Custodian's actual receipt of notification of the partial redemption, partial payment or other action affecting less than all Securities of the relevant class. If Custodian, any Subcustodian, any Depository, or any Foreign Depository holds any Securities in which the Fund has an interest as part of a fungible mass, Custodian, such Subcustodian, Depository, or Foreign Depository may select the Securities to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.
6. Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United States federal, state or local government or agency securities unless explicitly agreed to by Custodian in writing. ,
7. The Fund shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto (“Taxes”), with respect to any cash or Securities held on behalf of the Fund or any transaction related thereto. The Fund shall indemnify Custodian and each Subcustodian for the amount of any Tax that Custodian, any such Subcustodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Fund (including any payment of Tax required by reason of an earlier failure to withhold). Custodian shall, or shall instruct the applicable Subcustodian or other withholding agent to, withhold the amount of any Tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution made with respect to any Security and any proceeds or income from the sale, loan or other transfer of any Security .In the event that Custodian or any Subcustodian is required under applicable law to pay any Tax on behalf of the Fund, Custodian is hereby authorized to withdraw cash from any cash account in the amount required to pay such Tax and to use such cash, or to remit such cash to the appropriate Subcustodian or other withholding agent, for the timely payment of such Tax in the manner required by applicable law. If the aggregate amount of cash in all cash accounts is not sufficient to pay such Tax, Custodian shall promptly notify the Fund of the additional amount of cash (in the appropriate currency) required, and the Fund shall directly deposit such additional amount in the appropriate cash account promptly after receipt of such notice, for use by Custodian as specified herein. In the event that Custodian reasonably believes that Fund is eligible, pursuant to applicable law or to the provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax which is otherwise required to be withheld or paid on behalf of the Fund under any applicable law, Custodian shall, or shall instruct the applicable Subcustodian or withholding agent to, either withhold or pay such Tax at such reduced rate or refrain from withholding or paying such Tax, as appropriate; provided that Custodian shall have received from the Fund all documentary evidence of residence or other qualification for such reduced rate or exemption required to be received under such applicable law or treaty .In the event that Custodian reasonably believes that a reduced rate of, or exemption from, any Tax is obtainable only by means of an application for refund, Custodian and the applicable Subcustodian shall have no responsibility for the accuracy or validity of any forms or documentation provided by the Fund to Custodian hereunder. The Fund hereby agrees to indemnify and hold harmless Custodian and each Subcustodian in respect of any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of the Fund, its successors and assigns notwithstanding the termination of this Agreement.
8. (a) For the purpose of settling Securities and foreign exchange transactions, the Fund shall provide Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, “sufficient immediately available funds” shall mean either (i) sufficient cash denominated in U .S. dollars to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency, to settle the transaction. Custodian shall provide the Fund with immediately available funds each day which result from the actual settlement of all sale transactions, based upon advices received by Custodian from Subcustodians, Depositories, and Foreign Depositories. Such funds shall be in U.S. dollars or such other currency as the Fund may specify to Custodian.
(b) Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with Custodian or a BNY Affiliate acting as principal or otherwise through customary banking channels. The Fund may issue a standing Certificate or Instructions with respect to foreign exchange transactions, but Custodian may establish roles or limitations concerning any foreign exchange facility made available to the Fund. The Fund shall bear all risks of investing in Securities or holding cash denominated in a foreign currency.
9. Until such time as Custodian receives a certificate to the contrary with respect to a particular Security, Custodian may release the identity of the Fund to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and shareholder.
ARTICLE IV
PURCHASE AND SALE OF SECURITIES;
CREDITS TO ACCOUNT
1. Promptly after each purchase or sale of Securities by the Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or with respect to a purchase or sale of a Security generally required to be settled on the same day the purchase or sale is made, Oral Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian,
2. Custodian shall release and deliver securities owned by a Fund which are held by the Custodian or in a Depository account of the Custodian only upon receipt of Instructions, which may be continuing instructions when deemed appropriate by the parties. Unless an Instruction states to the contrary, Custodian shall only release and deliver securities from the account of a Fund upon receipt of payment thereof, In the case of a sale through a Depository, the Custodian shall transfer securities sold for the account of a Fund upon (i) receipt of advice from the Depository that payment for such securities has been transferred to the account of the Custodian at the Depository, and {ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund.
3. Upon receipt of Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall payout moneys of a Fund upon the purchase of securities for the account of the Fund against the delivery of such securities to the Custodian. In the case of a purchase effected through a Depository the Custodian shall pay for securities purchased for the account of each Fund upon (i) receipt of advice from the Depository that such securities have been transferred to the account of the Custodian at the Depository, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund.
4. Custodian may, as a matter of bookkeeping convenience or by separate agreement with the Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Custodian's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be “final” until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.
ARTICLE V
OVERDRAFTS OR INDEBTEDNESS
1. See
Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund
which results in an overdraft {this shall specifically not include any day-light overdraft) because the money held by Custodian
in an Account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated
to such Fund, as set forth ill a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account
of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of
any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund
from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant
to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed
to be a loan made by Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a
rate per annum as disclosed on the Fee Schedule between the Funds and Custodian, as such Fee Exhibit may be amended from time to
time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing
lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property
or any financial asset, of such Fund at any time held by Custodian for the benefit of such Fund or in which such Fund may have
an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's
behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together
with interest due thereon against any balance of account standing to such Fund's credit on Custodian's books. Notwithstanding,
anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection
with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the
“Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement
entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right
of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer,
dispose of, or otherwise grant any third party an interest in, any such securities.
2. If the Fund borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities held by Custodian hereunder as collateral for such borrowings, the Fund shall deliver to Custodian a Certificate specifying with respect to each such borrowing: (a) the Fund to which such borrowing relates; (b) the name of the bank, (c) the amount of the borrowing, (d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Fund on the borrowing date, (f) the Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities, and (g) a statement specifying whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the '40 Act and the Fund's prospectus. Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate. Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. Custodian shall deliver such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in this Section. The Fund shall cause all Securities released from collateral status to be returned directly to Custodian, and Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Fund fails to specify in a Certificate the Fund, the name of the issuer, the title and number of shares or the principal amount of any particular Securities to be delivered as collateral by Custodian, Custodian shall not be under any obligation to deliver any Securities.
ARTICLE VI
SALE AND REDEMPTION OF SHARES
1. Whenever the Fund shall sell any shares issued by the Fund (“Shares”) it shall deliver to Custodian a Certificate or, Instructions specifying the amount of money and/or Securities to be received by Custodian for the sale of such Shares and specifically allocated to an Account for such Fund.
2. Upon receipt of such money, Custodian shall credit such money to an Account in the name of the Fund for which such money was received.
3. Except as provided hereinafter, whenever the Fund desires Custodian to make payment out of the money held by Custodian hereunder in connection with a redemption of any Shares, it shall furnish to Custodian a Certificate or Instructions specifying the total amount to be paid for such Shares. Custodian shall make payment of such total amount to the transfer agent specified in such Certificate or Instructions out of the money held in an Account of the appropriate Fund.
4. Notwithstanding the above provisions regarding the redemption of any Shares, whenever any Shares are redeemed pursuant to any check redemption privilege which may from time to time be offered by the Fund, Custodian, unless otherwise instructed by a Certificate or Instructions, shall, upon presentment of such check;, charge the amount thereof against the money held in the Account of the Fund of the Shares being redeemed, provided, that if the Fund or its agent timely advises Custodian that such check is not to be honored, Custodian shall return such check unpaid.
ARTICLE VII
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. Whenever the Fund shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions or a Certificate setting forth with respect to the Fund specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.
2. Upon the payment date specified in such Instructions or Certificate, Custodian shall payout of the money held for the account of such Fund the total amount payable to the dividend agent of the Fund specified therein.
ARTICLE VIII
CONCERNING CUSTODIAN
1. (a) The Custodian shall be held to a standard of reasonable care in carrying out the provisions of this Agreement; provided, however, that the Custodian shall be held to different standard of care of imposed by any other provision of this Agreement or imposed upon Custodian by any applicable law or regulation, which by its terms cannot be contractually modified or waived. Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees (collectively, “Losses”), incurred by or asserted against the Fund, except those Losses arising out of Custodian's own negligence or willful misconduct. Custodian shall have no liability whatsoever for the action or inaction of any Depositories or of any Foreign Depositories, except in each case to the extent such action or inaction is a direct result of the Custodian' s failure to fulfill its duties hereunder. With respect to any Losses incurred by the Fund as a result of the acts or any failures to act by any Subcustodian (other than a BNY Affiliate), Custodian shall take appropriate action to recover such Losses from such Subcustodian; and Custodian's sole responsibility and liability to the Fund shall be limited to amounts so received from such Subcustodian ( exclusive of costs and expenses incurred by Custodian). In no event shall Custodian be liable to the Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, nor shall Custodian or any Subcustodian be liable: (i) for acting in accordance with any Certificate or Oral Instructions actually received by Custodian and reasonably believed by Custodian to be given by an Authorized Person; (ii) for acting in accordance with Instructions without reviewing the same; (iii) for conclusively presuming that all Instructions are given only by person(s) duly authorized; (00 for conclusively presuming that all disbursements of cash directed by the Fund, whether by a Certificate, an Oral Instruction, or an Instruction, are in accordance with Section 2(i) of Article II hereof; (y) for holding property in any particular country, including, but not limited to, Losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or Securities or market conditions which prevent the transfer of property or execution of Securities transactions or affect the value of property; (yi) for any Losses due to forces beyond the control of Custodian, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; (yii) for the insolvency of any Subcustodian (other than a BNY Affiliate), any Depository, or, except to the extent such action or inaction is a direct result of the Custodian's failure to fulfill its duties hereunder, any Foreign Depository; or (yiii)l for any Losses arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, including, without limitation, implementation or adoption of any rules or procedures of a Foreign Depository, which may affect, limit prevent or impose costs or burdens on, the transferability, convertibility, or availability of any currency or Composite Currency Unit in any country or on the transfer of any Securities, and in no event shall Custodian be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, convertibility or availability has been affected, limited, or prevented by such law, regulation or event and to the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the account of the Fund, and Custodian may treat any account denominated in an affected currency as a group of separate accounts denominated in the relevant component currencies.
(b) Custodian may enter into subcontracts, agreements and understandings with any BNY Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder.
(c) The Fund agrees to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodian's performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by the Fund; provided however, that the Fund shall not indemnify Custodian for those Losses arising out of Custodian's own negligence or willful misconduct. This indemnity shall be a continuing obligation of the Fund, its successors and assigns, notwithstanding the termination of this Agreement.
2. Without limiting the generality of the foregoing, Custodian sep be under no obligation to inquire into, and shall not be liable for:
(a) Any Losses incurred by the Fund or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid Securities, or Securities which are otherwise not freely transferable or deliverable without encumbrance in any relevant market;
(b) The validity of the issue of any Securities purchased, sold, or written by or for the Fund, the legality of the purchase, sale or writing thereof, or the propriety of the amount paid or received therefor;
(c) The legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor;
(d) The legality of the declaration or payment of any dividend or distribution by the Fund;
(e) The legality of any borrowing by the Fund;
(f) The legality of any loan of portfolio Securities, nor shall Custodian be under any duty or obligation to see to it that any cash or collateral delivered to it by a broker, dealer or financial institution or held by it at any time as a result of such loan of portfolio Securities is adequate security for the Fund against any loss it might sustain as a result of such loan, which duty or obligation shall be the sole responsibility of the Fund. In addition, Custodian shall be under no duty or obligation to see that any broker, dealer or financial institution to which portfolio Securities of the Fund are lent makes payment to it of any dividends or interest which are payable to or for the account of the Fund during the period of such loan or at the termination of such loan, provided, however that Custodian shall promptly notify the Fund in the event that such dividends or interest are not paid and received when due;
(g) The sufficiency or value of any amounts of money and/or Securities held in any Special Account in connection with transactions by the Fund; whether any broker, dealer, futures commission merchant or clearing member makes payment to the Fund of any variation margin payment or similar payment which the Fund may be entitled to receive from such broker, dealer, futures commission merchant or clearing member, or whether any payment received by Custodian from any broker, dealer, futures commission merchant or clearing member is the amount the Fund is entitled to receive, or to notify the Fund of Custodian's receiptor non-receipt of any such payment; or
(h) Whether any Securities at any time delivered to, or held by it or by any Subcustodian, for the account of a Fund are such as properly may be held by the Fund under the provisions of its then current prospectus and statement of additional information, or to ascertain whether any transactions by the Fund, whether or not involving Custodian, are such transactions as may properly be engaged in by the Fund.
3. Custodian may, with respect to questions of law specifically regarding an Account, obtain the advice and opinion of counsel to the independent trustees of a Fund or other counsel that is mutually agreed upon by the Funds and the Custodian and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice.
4. Custodian shall be under no obligation to take action to collect any amount payable on Securities in default, or if payment is refused after due demand and presentment.
5. Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account.
6. The Fund shall pay to Custodian the fees and charges as may be specifically agreed upon from time to time and such other fees and charges at Custodian's standard rates for such services as maybe applicable. The Fund shall reimburse Custodian for all costs associated with the conversion of the Fund's Securities hereunder and the transfer of Securities and records kept in connection with this Agreement. The Fund shall also reimburse Custodian, at cost, for out-of-pocket expenses which are a normal incident of the services provided hereunder.
7. Custodian has the right to debit any cash account for any amount payable by the Fund in connection with any and all obligations of the Fund to Custodian. In addition to the rights of Custodian under applicable law and other agreements, at any time when the Fund shall not have honored any of its obligations to Custodian, Custodian shall have the right without notice to the Fund to retain or set-off, against such obligations of the Fund, any Securities or cash Custodian or a BNY Affiliate may directly or indirectly hold for the account of the Fund, and any obligations (whether matured or unmatured) that Custodian or a BNY Affiliate may have to the Fund in any currency or Composite Currency Unit. Any such asset of, or obligation to, the Fund may be transferred to Custodian and any BNY Affiliate in order to effect the above rights.
8. The Fund agrees to forward to Custodian a Certificate or Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to Custodian. The Fund agrees that the fact that such confirming Certificate or Instructions are not received or that a contrary Certificate or contrary Instructions are received by Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by Custodian. If the Fund elects to transmit Instructions through an on-line communications system offered by Custodian, the Fund's use thereof shall be subject to the Terms and Conditions attached as Appendix J hereto, and Custodian shall provide user and authorization codes, passwords and authentication keys only to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.
9. The books and records pertaining to the Fund which are in possession of Custodian shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the '40 Act and the rules thereunder. The Fund, or its authorized representatives, shall have access to such books and records during Custodian's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by Custodian to the Fund or its authorized representative. Upon the reasonable request of the Fund, Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by Custodian on a computer disc, or are similarly maintained.
10. It is understood that Custodian is authorized to supply any information regarding the Accounts which is required by any law, regulation or rule now or hereafter in effect. The Custodian shall provide the Fund with any report obtained by the Custodian on the system of internal accounting control of a Depository, and with such reports on its own system of internal accounting control as the Fund may reasonably request from time to time.
11. Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against Custodian in connection with this Agreement.
ARTICLE IX
TERMINATION
1. Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than ninety (90) days after the date of giving of such notice. In the event such notice is given by the Fund, it shall be accompanied by a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, electing to terminate this Agreement and designating a successor Custodian or Custodians, each of which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. In the event such notice is given by Custodian, the Fund shall, on or before the termination date, deliver to Custodian a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, designating a successor Custodian or Custodians. In the absence of such designation by the Fund, Custodian may designate a successor Custodian which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall upon receipt of a notice of acceptance by the successor Custodian on that date deliver directly to the successor Custodian all Securities and money then owned by the Fund and held by it as Custodian, after deducting an fees, expenses and other accounts for the payment or reimbursement of which it shall then be entitled.
2. If a successor Custodian is not designated by the Fund or Custodian in accordance with the preceding Section, the Fund shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Securities (other than Securities which cannot be delivered to the Fund) and money then owned by the Fund be deemed to be its own Custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities which cannot be delivered to the Fund to hold such Securities hereunder in accordance with this Agreement.
ARTICLE X
MISCELLANEOUS
1. The Fund agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon Certificates or Oral Instructions of such present Authorized Persons.
2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall be sufficiently given if addressed to Custodian and received by it at its offices at One Wall Street, New York, New York 10286, or at such other place as Custodian may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if addressed to the Fund and received by it at its offices at 5800 Corporate Drive, Pittsburgh PA, J5237-7000 or at such other place as the Fund may from time to time designate in writing.
4. Each and every right granted to either party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right.
5. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any exclusive jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties, except that any amendment to the Schedule I hereto need be signed only by the Fund and any amendment to Appendix I hereto need be signed only by Custodian. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.
6. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Fund and Custodian hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Fund hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Fund and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
7. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
8. The Custodian is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of those registered investment companies which are business trusts and agrees that the obligations and liabilities assumed by a registered investment company or any Series pursuant to this Agreement, including, without limitation, any obligation or liability to indemnify the Custodian, shall be limited in any case to the relevant Fund and its assets and that the Custodian shall not seek satisfaction of any such obligation from the shareholders of the relevant Fund, from any other Fund or its shareholders or from the Trustees, Officers, employees or agents of the registered investment company or Series, or any of them. In addition, in connection with the discharge and satisfaction of any claim made by the Custodian involving more than one Fund, the Trustees or Officers of such Funds shall have the exclusive right to determine the appropriate allocations of liability for any claim between or among the Funds.
9. The Bank hereby represents and warrants that it has implemented and shall maintain appropriate measures designed to satisfy the requirements of federal and New York law applicable to the Bank with respect to the confidentiality of the portfolio holdings and transactions of each Fund. Upon request, the Bank shall annually make available to each Fund such summaries or audit reports, including any SAS 70 report, as the Bank generally makes available to its similar customers.
See Tenth Amendment dated 3/25/11 for new Article XI
IN WITNESS WHEREOF, the Funds and Custodian have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.
Each of the registered investment companies or series thereof listed on Schedule II to this Agreement
By: /s/ Richard J. Thomas
Title: Treasurer
THE BANK OF NEW YORK
By: /s/ Edward G. McGann
Title: EDWARD G. McGANN
MANAGING DIRECTOR
SCHEDULE I
CERTIFICATE OF AUTHORIZED PERSONS
[ ]
See Amendment dated 11/8/07
SCHEDULE II
Federated Capital Reserves Fund a portfolio of Money Market Obligations Trust
Federated Government Reserves Fund a portfolio of Money Market Obligations Trust
Federated Municipal Trust a portfolio of Money Market Obligations Trust
APPENDIX I
THE BANK OF NEW YORK
ON-LINE COMMUNICATIONS SYSTEM (THE “SYSTEM”)
TERMS AND CONDITIONS
1. License; Use. Upon delivery to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person of the Fund of software enabling the Fund to obtain access to the System (the “Software”), Custodian grants to the Fund a personal, nontransferable and nonexclusive license to use the Software solely for the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise communicating with Custodian in connection with the Account(s). The Fund shall use the Software solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein, no license or right of any kind is granted to the Fund with respect to the Software. The Fund acknowledges that Custodian and its suppliers retain and have title and exclusive proprietary rights to the Software, including any trade secrets or other ideas, concepts, know-how, methodologies, or information incorporated therein and the exclusive rights to any copyrights, trademarks and patents (including registrations and applications for registration of either), or other statutory or legal protections available in respect thereof. The Fund further acknowledges that all or a part of the Software may be copyrighted or trademarked (or a registration or claim made therefor) by Custodian or its suppliers. The Fund shall not take any action with respect tot the Software inconsistent with the foregoing acknowledgement, nor shall the Fund attempt to decompile, reverse engineer or modify the Software. The Fund may not coy, sell, lease or provide, directly or indirectly, any of the Software of any portion thereof to any other person or entity without Custodian’s prior written consent. The Fund may not remove any statutory copyright notice or other notice included in the Software or on any media containing the Software. The Fund shall reproduce any such notice on any reproduction of the Software and shall add any statutory copyright notice or other notice to the Software or media upon Custodian’s request.
2. Equipment. The Fund shall obtain and maintain at its own cost and expense all equipment and services, including but not limited to communications services, necessary for it to utilize the Software and obtain access to the System, and Custodian shall not be responsible for the reliability or availability of any such equipment or services.
3. Proprietary Information. The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the “Information”), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.
4. Modifications. Custodian reserves the right to modify the Software from time to time and the Fund shall install new releases of the Software as Custodian may direct. The Fund agrees not to modify or attempt to modify the Software without the Custodian’s prior written consent. The Fund acknowledges that any modifications to the Software, whether by the Fund or Custodian and whether with or without Custodian’s consent, shall become the property of Custodian.
5. NO REPRESENTATIONS OR WARRANTIES. CUSTODIAN AND ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, SERVICES OR ANY DATABASE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE FUND ACKNOWLEDGES THAT THE SOFTWARE, SERVICES AND ANY DATABASE ARE PROVIDED “AS IS.” IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH THE FUND MAY INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY DATABASE, EVEN IF CUSTODIAN OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL.
6. Security; Reliance; Unauthorized Use. The Fund will cause all persons utilizing the Software and System to treat all applicable user and authorization codes, passwords and authentication keys with extreme care, and it will establish internal control and safekeeping procedures to restrict the availability of the same to persons duly authorized to give Instructions. Custodian is hereby irrevocably authorized to act in accordance with and rely on Instructions received by it through the System. The Fund acknowledges that it is its sole responsibility to assure that only persons duly authorized use the System and that Custodian shall not be responsible nor liable for any unauthorized use thereof.
7. System Acknowledgements. Custodian shall acknowledge through the System its receipt of each transmission communicated through the System, and in the absence of such acknowledgment Custodian shall not be liable for any failure to act in accordance with such transmission and the Fund may not claim that such transmission was received by Custodian.
8. EXPORT RESTRICTIONS. EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED STATES LAW. THE FUND MAY NOT UNDER ANY CIRCUMSTANCES RESELL, DIVERT, TRANSFER, TRANSSHIP OR OTHERWISE DISPOSE OF THE SOFTWARE (IN ANY FORM) IN OR TO ANY OTHER COUNTRY. IF CUSTODIAN DELIVERED THE SOFTWARE TO THE FUND OUTSIDE OF THE UNITED STATES, THE SOFTWARE WAS EXPORTED FROM THE UNITED STATES IN ACCORDANCE WITH THE EXPORTER ADMINISTRATION REGULATIONS. DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED. The Fund hereby authorizes Custodian to report its name and address to government agencies to which Custodian is required to provide such information by law.
9. ENCRYPTION. The Fund acknowledges and agrees that encryption may not be available for every communication through the System, or for all data. The Fund agrees that Custodian may deactivate any encryption features at any time, without notice or liability to the Fund, for the purpose of maintaining, repairing or troubleshooting the System or the Software.
JOINT TRADING ACCOUNT CUSTODY AGREEMENT
(Repurchase Transactions)
Agreement made as of June 7, 2005, between the Funds listed on Schedule I hereto (individually, a “Fund”; collectively, the “Funds”) and The Bank of New York (the “Custodian”).
WITNESSETH
WHEREAS, Custodian is presently the custodian for each Fund pursuant to a separate custody agreement between such Funds and Custodian (each, a “Custody Agreement”; collectively, the “Custody Agreements”); and
WHEREAS, the Funds are permitted to enter into repurchase transactions through joint trading accounts; and
WHEREAS, Custodian is willing to act as custodian of the assets of each Fund maintained in joint trading accounts in accordance with the Custody Agreements and this Agreement; and
WHEREAS, all capitalized terms used by not defined herein shall have the meanings given them in the Custody Agreements;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the parties agree as follows:
1. The Funds hereby request Custodian to establish and maintain certain joint trading accounts (the “Joint Trading Accounts”) to be used by the Funds for the purpose of engaging in repurchase transactions. Custodian agrees to establish and maintain the Joint Trading Accounts and hold cash transferred to the Joint Trading Account as provided herein.
2. On each business day that Funds intend to enter into repurchase transactions through a Joint Trading Account, an Authorized Person shall on behalf of the applicable Funds deliver to Custodian a Certificate or Written Instructions disclosing each Fund’s interest in the monies transferred to each Joint Trading Account. Upon transfer on monies from the Joint Trading Account against receipt of securities into Joint Trading Account or a similar Joint Trading Account established by a subcustodial bank pursuant to repurchase transactions (“Repo Assets”), Custodian shall confirm to each Fund the purchase of its proportionate interest in the Repo Assets, and shall identify such interest in Custodian’s books and records as belonging to such Fund by including the Funds’ Certificate or Written Instructions in the books and records of all appropriate Funds or otherwise. The following business day Custodian shall transfer the monies received upon completion of repurchase transactions from each Joint Trading Account or from a similar Joint Trading Account established at a bank pursuant to a Subcustodial Undertaking in connection with a Master Repurchase Agreement, plus any accrued income received, to each Fund’s Account in proportion to such Fund’s interest in such repurchase transactions.
3. If Custodian in its sole discretion advances funds, or if there shall arise for whatever reason an overdraft or other indebtedness in connection with a Joint Trading Account, such advance, overdraft or indebtedness shall be deemed a loan made by Custodian to a Fund to which such advance, overdraft or indebtedness relates, payable on demand and bearing interest pursuant to the terms of such Fund’s Custody Agreement with Custodian. The Funds agree to furnish to Custodian promptly (and in any event by the close of business on the day of such advance, overdraft or indebtedness) with a Certificate or Written Instructions identifying each Fund to which such advance, overdraft or indebtedness relates, and the amount allocable to such Fund. In order to secure repayment of each Fund’s indebtedness to Custodian hereunder, each Fund hereby agrees that Custodian shall have a continuing lien and security interest in and to any property at any time held by it for the benefit of the Fund either hereunder or under Such Fund’s Custody Agreement with Custodian, or in which the Fund may have an interest which is then in Custodian’s possession or control or in possession or control of any third party acting in Custodian’s behalf, including in its behalf as Custodian under the Fund’s Custody Agreement with Custodian. Each Fund authorizes Custodian, in its sole discretion, at any time to charge any advance, overdraft or indebtedness together with interest due thereon against any balance of accounts standing to the Fund’s credit on the books of Custodian, including those books maintained by Custodian in its capacity as Custodian for the Fund under is Custody Agreement with the Fund. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement (collectively, the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodian Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third party claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.
3. It is expressly understood and agreed that in performing hereunder, Custodian is relying solely upon information contained in Certificates and Written Instructions received by it from time to time, has no independent knowledge of the terms and conditions of any repurchase transactions entered by or on behalf of any Funds, and shall have no duty to inquire into any of such terms and conditions nor any valuation responsibilities (including mark-to-market) with regard to securities and monies which are the subject of repurchase transactions hereunder. Custodian’s sole responsibility in settling transactions through the Joint Trading Account shall be to receive and deliver securities and monies in accordance with instructions contained in Certificates and Written Instructions and to comply with paragraph 2 of this Agreement.
4. Each Fund hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each instruction given by each Fund, that
(a) its execution and delivery of this Agreement and its performance hereunder has been duly authorized by its Board of Directors or Board of Trustees (as the case may be) and constitutes is several, but not joint, binding obligation;
(b) the person or persons executing this Agreement on its behalf has and have been duly and properly authorized to do so;
(c) upon allocation of any advance, overdraft or indebtedness to its account pursuant to paragraph 2 above, its total borrowings from all sources (including Custodian) shall be in conformity with the requirements and limitations set forth in the Investment Company Act of 1940, as amended, and its Prospectus.
5. This Agreement is supplemental to the Custody Agreement between Custodian and each Fund and the assets of each Fund shall be maintained and administered by Custodian subject to the terms and conditions of the Custody Agreement. In the event of any conflict between the terms and conditions of this Agreement and the Custody Agreement of any Fund, the terms and conditions of this Agreement shall govern and control.
6. This Agreement shall be construed in accordance with the laws of the State of New York without giving effect to the conflict of law principles thereof. This Agreement may not be amended or modified in any manner except by a written instrument executed by each Fund and Custodian. This Agreement may be terminated with respect to any Fund by either Custodian or such Fund upon thirty (30) days prior written notice.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.
By: /s/ Richard J. Thomas
On behalf of each Fund listed on
Schedule I hereto
Title: Treasurer
THE BANK OF NEW YORK
By: /s/ Edward G. McGann
Title: Managing Director
See Amendment dated 11/8/07
SCHEDULE I
Federated Capital Reserves Fund a portfolio of Money Market Obligations Trust
Federated Government Reserves Fund a portfolio of Money Market Obligations Trust
Federated Municipal Trust a portfolio of Money Market Obligations Trust
JOINT TRADING ACCOUNT
REPURCHASE TRANSACTION CONFIRMATION
The Bank of New York hereby confirms the purchase by each Fund identified in the attached Certificate of its proportionate share of an undivided interest in the securities transferred to the Joint Trading Account # , as such interests are set forth in the attached Certificate.
Date:
THE BANK OF NEW YORK
By:
(Authorized Signature)
EXHIBIT C
FOREIGN CUSTODY MANAGER AGREEMENT
AGREEMENT made as of November 8, 2007 between the Funds listed on Schedule I to this Agreement (the “Funds”) and The Bank of New York (“BNY”).
W I T N E S S E T H:
WHEREAS, the Funds desire to appoint BNY as a Foreign Custody Manager on the terms and conditions contained herein;
WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein;
NOW THEREFORE, in consideration of the mutual promises hereinafter contained in this Agreement, the Funds and BNY hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
1. | “Board” shall mean the board of directors or board of trustees, as the case may be, of the Funds. |
2. | “Eligible Foreign Custodian” shall have the meaning provided in the Rule. |
3. | “Monitoring System” shall mean a system established by BNY to fulfill the Responsibilities specified in clauses (d) and (e) of Section 1 of Article III of this Agreement. |
4. | “Responsibilities” shall mean the responsibilities delegated to BNY under the Rule as a Foreign Custody Manager with respect to each Specified Country and each Eligible Foreign Custodian selected by BNY, as such responsibilities are more fully described in Article III of this Agreement. |
5. | “Rule” shall mean Rule 17f-5 under the Investment Company Act of 1940, as amended. |
6. | “Specified Country” shall mean each country listed on Schedule II attached hereto and each country, other than the United States, constituting the primary market for a security with respect to which the Funds has given settlement instructions to The Bank of New York as custodian (the “Custodian”) under its Custody Agreement with the Funds. |
ARTICLE II
BNY AS A FOREIGN CUSTODY MANAGER
1. The Funds on behalf of its Board hereby delegate to BNY with respect to each Specified Country the Responsibilities.
2. BNY accepts the Board’s delegation of Responsibilities with respect to each Specified Country and agrees in performing the Responsibilities as a Foreign Custody Manager to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Funds’ assets would exercise.
3. BNY shall provide to the Board at such times as the Board deems reasonable and appropriate based on the circumstances of the Funds’ foreign custody arrangements written reports notifying the Board of the placement of assets of the Funds with a particular Eligible Foreign Custodian within a Specified Country and of any material change in the arrangements (including the contract governing such arrangements) with respect to assets of the Funds with any such Eligible Foreign Custodian.
ARTICLE III
RESPONSIBILITIES
1. Subject to the provisions of this Agreement, BNY shall with respect to each Specified Country select an Eligible Foreign Custodian. In connection therewith, BNY shall: (a) determine that assets of the Funds held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(1) of the Rule; (b) determine that the Funds’ foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Funds’ assets based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNY determines will provide, in their entirety, the same or a greater level of care and protection for the assets of the Funds as such specified provisions; (d) monitor pursuant to the Monitoring System the appropriateness of maintaining the assets of the Funds with a particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule and the performance of the contract governing such arrangement; and (e) advise the Funds whenever BNY determines under the Monitoring System that an arrangement (including, any material change in the contract governing such arrangement) described in preceding clause (d) no longer meets the requirements of the Rule.
2. For purposes of preceding Section 1 of this Article, BNY’s determination of appropriateness shall not include, nor be deemed to include, any evaluation of Country Risks associated with investment in a particular country. For purposes hereof, “Country Risks” shall mean systemic risks of holding assets in a particular country including but not limited to (a) an Eligible Foreign Custodian’s use of any depositories that act as or operate a system or a transnational system for the central handling of securities or any equivalent book-entries; (b) such country’s financial infrastructure; (c) such country’s prevailing custody and settlement practices; (d) nationalization, expropriation or other governmental actions; (e) regulation of the banking or securities industry; (f) currency controls, restrictions, devaluations or fluctuations; and (g) market conditions which affect the orderly execution of securities transactions or affect the value of securities.
ARTICLE IV
REPRESENTATIONS
1. The Funds hereby represent that: (a) this Agreement has been duly authorized, executed and delivered by the Funds, constitutes a valid and legally binding obligation of the Funds enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Funds prohibits the Funds’ execution or performance of this Agreement; and (b) this Agreement has been approved and ratified by the Board.
2. BNY hereby represents that: (a) BNY is duly organized and existing under the laws of the State of New York, with full power to carry on its businesses as now conducted, and to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed and delivered by BNY, constitutes a valid and legally binding obligation of BNY enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on BNY prohibits BNY’s execution or performance of this Agreement; and (c) BNY has established the Monitoring System.
ARTICLE V
CONCERNING BNY
1. BNY shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees, sustained or incurred by, or asserted against, the Funds except to the extent the same arises out of the failure of BNY to exercise the care, prudence and diligence required by Section 2 of Article II hereof. In no event shall BNY be liable to the Funds, the Board, or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement.
2. The Funds shall indemnify BNY and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees, sustained or incurred by, or asserted against, BNY by reason or as a result of any action or inaction, or arising out of BNY’s performance hereunder, provided that the Funds shall not indemnify BNY to the extent any such costs, expenses, damages, liabilities or claims arises out of BNY’s failure to exercise the reasonable care, prudence and diligence required by Section 2 of Article II hereof.
3. For its services hereunder, the Funds agree to pay to BNY such compensation and out-of-pocket expenses as provided in the Custodian Agreement entered into between BNY and the Funds.
4. BNY shall have only such duties as are expressly set forth herein. In no event shall BNY be liable for any Country Risks associated with investments in a particular country.
ARTICLE VI
MISCELLANEOUS
1. This Agreement constitutes the entire agreement between the Funds and BNY as a foreign custody manager, and no provision in the Custody Agreement between the Funds and the Custodian shall affect the duties and obligations of BNY hereunder, nor shall any provision in this Agreement affect the duties or obligations of the Custodian under the Custody Agreement.
2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to BNY, shall be sufficiently given if received by it at its offices at 100 Church Street, 10th Floor, New York, New York 10286, or at such other place as BNY may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Funds shall be sufficiently given if received by it at its offices at 5800 Corporate Drive, Pittsburgh PA, J5237-7000 or at such other place as the Funds may from time to time designate in writing.
4. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided however, that this Agreement shall not be assignable by either party without the written consent of the other.
5. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Funds and BNY hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Funds hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Funds and BNY each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
6. The parties hereto agree that in performing hereunder, BNY is acting solely on behalf of the Funds and no contractual or service relationship shall be deemed to be established hereby between BNY and any other person by reason of this Agreement.
7. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
8. This Agreement shall terminate simultaneously with the termination of the Custody Agreement between the Funds and the Custodian, and may otherwise be terminated by either party giving to the other party a notice in writing specifying the date of such termination, which shall be not less than thirty (30) days after the date of such notice.
9. The Custodian is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of those registered investment companies which are business trusts and agrees that the obligations and liabilities assumed by a registered investment company or any Series pursuant to this Agreement, including, without limitation, any obligation or liability to indemnify the Custodian, shall be limited in any case to the relevant Fund and its assets and that the Custodian shall not seek satisfaction of any such obligation from the shareholders of the relevant Fund, from any other Fund or its shareholders or from the Trustees, Officers, employees or agents of the registered investment company or Series, or any of them. In addition, in connection with the discharge and satisfaction of any claim made by the Custodian involving more than one Fund, the Trustees or Officers of such Funds shall have the exclusive right to determine the appropriate allocations of liability for any claim between or among the Funds.
IN WITNESS WHEREOF, the Funds and BNY have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first above written.
THE FUNDS LISTED ON SCHEDULE I
By: /s/ Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK
By: Joseph F. Keenan
Title: Managing Director
SCHEDULE I
Federated Capital Reserves Fund, a portfolio of Money Market Obligations Trust
Federated Government Reserves Fund, a portfolio of Money Market Obligations Trust
Federated Municipal Trust, a portfolio of Money Market Obligations Trust
Government Obligations Tax-Managed Fund, a portfolio of Money Market Obligations Trust
U.S. Treasury Cash Reserves, a portfolio of Money Market Obligations Trust
Automated Government Cash Reserves, a portfolio of Money Market Obligations Trust
Federated Market Opportunity Fund, a portfolio of Federated Equity Funds
Federated Stock Trust
SCHEDULE II
Specified Countries
Australia | National Australia Bank Ltd |
Austria | Bank Austria Creditanstalt A.G. |
Belgium | ING Belgium SA/NV |
Brazil | Citibank N.A. |
Canada | Royal Bank of Canada |
Czech Republic | ING Bank N.V. Prague |
Denmark | Danske Bank |
Egypt | Citibank, N.A. |
Finland | Nordea Bank Finland plc |
France | BNP Paribas Securities Services/ CACEIS Bank |
Germany | BHF-BANK AG |
Hong Kong | HSBC |
Hungary | ING Bank (Hungary) Rt. |
India | Deutsche Bank AG Mumbai/ HSBC |
Indonesia | HSBC |
Israel | Bank Hapoalim B.M. |
Italy | Intesa Sanpaolo S.p.A. |
Japan | The Bank of Tokyo-Mitsubishi UFJ Ltd/ Mizuho Corporate Bank, Ltd. |
Malaysia | HSBC Bank Malaysia Berhad |
Mexico | Banco Nacional de Mexico |
Netherlands | ING Bank |
New Zealand | National Australia Bank |
Norway | DnB NOR Bank ASA |
Poland | ING Bank Slaski |
Portugal | Banco Comercial Portugues |
Singapore | United Overseas Bank Limited/ DBS Bank Ltd. |
South Africa | Standard Bank of South Africa Limited |
South Korea | HSBC |
Spain | Banco Bilbao Vizcaya Argentaria S.A./ Santander Investment, S.A. |
Sweden | Skandinaviska Enskilda Banken |
Switzerland | Credit Suisse, Zurich |
Taiwan | HSBC |
Turkey | Garanti Bank |
United Kingdom | The Bank of New York/ Deutsche Bank AG London (Depository and Clearing Centre) |
EXHIBIT D
Non-Money Market Funds Fee Schedule
DOMESTIC CUSTODY (U.S. Securities Processing)
Safekeeping, Income Collection, Transaction Processing, Account Administration
0.25 of a basis point per annum on the average net assets of the Fund.
U.S. Security Transaction Charges (per transaction):
$4.50 DTC/FRB Book Entry Settlements
$4.00 Repurchase Agreements (each leg)
$5.00 Time Deposits
$5.00 Maturities
$20.00 Physical Settlements, Euroclear, Options, and Futures Transactions
$5.00 Paydowns
$4.00 Wire Transfers/Checks (not related to securities settlements)
$2.00 Interfund/Account Transactions
Manual Instruction Surcharge
Transactions instructed in a manner which does not facilitate Straight-Through-Processing will incur an additional $15 per transaction.
Out-of-Pocket Expenses
In addition to the above fee-schedule, Out-of-Pocket expenses will be charged as incurred. These charges would include but are not limited to:
See Second Amendment, dated 9/5/08
Compensating Balance Arrangement
The Funds and The Bank of New York
have entered into a compensating balance arrangement, which would allow the Funds to compensate the Bank for any overdrafts by
maintaining a positive cash balance the next day. Conversely, on any day the Funds maintain a positive balance, they will be allowed
to overdraw the account as compensation. In both cases, Federal Reserve requirements, currently 10%, will be assessed. Therefore,
all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of 90% of the total.
Balances for the tax-exempt portfolios
will be permitted an open-ended roll forward. The taxable portfolios are closed out on a quarterly basis with no carry-over to
the subsequent quarter. At the end of each quarter, the average overdraft will be assessed a fee of 1% above the actual Federal
Funds rate at the end of the period. Any average positive balance will receive an earnings credit computed at the daily effective
90 day T-bill rate minus 0.25 bps on the last day of the period. Earnings credits will be offset against the Funds’ safekeeping
fees.
GLOBAL CUSTODY (Non-US Securities Processing)
Global | |||
Safekeeping Fee | Transaction Fee | ||
Countries | *(in basis points)1 | (U.S. Dollars)2 | |
Argentina | 17.00 | 55 | |
Australia | 1.50 | 25 | |
Austria | 3.00 | 40 | |
Bahrain | 50.00 | 140 | |
Bangladesh | 50.00 | 145 | |
Belgium | 2.50 | 35 | |
Bermuda | 17.00 | 70 | |
Botswana | 50.00 | 140 | |
Brazil | 12.00 | 30 | |
Bulgaria | 30.00 | 85 | |
Canada | 1.00 | 10 | |
Chile | 20.00 | 80 | |
China “A” Shares | 15.00 | 80 | |
China “B” Shares | 15.00 | 60 | |
Colombia | 50.00 | 95 | |
Costa Rica | 14.00 | 65 | |
Croatia | 25.00 | 70 | |
Cyprus | 15.00 | 35 | |
Czech Republic | 18.00 | 50 | |
Denmark | 2.00 | 35 | |
Ecuador | 30.00 | 55 | |
Egypt | 30.00 | 85 | |
Estonia | 10.00 | 60 | |
Euromarket/Euroclear3 | 1.00 | 10 | |
Euromarket/Clearstream | 1.00 | 10 | |
Finland | 3.50 | 35 | |
France | 2.00 | 30 | |
Germany | 1.50 | 25 | |
Ghana | 50.00 | 140 | |
Greece | 9.00 | 40 | |
Hong Kong | 3.00 | 45 | |
Hungary | 20.00 | 55 | |
Iceland | 11.00 | 35 | |
India | 13.00 | 105 | |
Indonesia | 11.00 | 80 | |
Ireland (Equities) | 3.00 | 33 | |
Ireland (Gov’t Bonds) | 1.00 | 13 | |
Israel | 20.00 | 40 | |
Italy | 1.50 | 35 | |
Ivory Coast | 50.00 | 140 | |
Jamaica | 50.00 | 60 | |
Japan | 1.75 | 20 | |
Jordan | 50.00 | 140 | |
Kazakhstan | 53.00 | 140 | |
Kenya | 48.00 | 140 | |
Latvia | 50.00 | 45 | |
Lebanon | 50.00 | 140 | |
Lithuania | 20.00 | 43 | |
Luxembourg | 10.00 | 80 | |
Malaysia | 4.50 | 45 | |
Malta | 20.00 | 63 | |
Mauritius | 25.00 | 100 | |
Mexico | 6.50 | 30 | |
Morocco | 50.00 | 95 | |
Namibia | 50.00 | 60 | |
Netherlands | 2.00 | 25 | |
New Zealand | 2.00 | 35 | |
Nigeria | 50.00 | 60 | |
Norway | 2.50 | 35 | |
Oman | 50.00 | 140 | |
Pakistan | 50.00 | 140 | |
Peru | 50.00 | 83 | |
Philippines | 6.00 | 60 | |
Poland | 15.00 | 63 | |
Portugal | 5.00 | 50 | |
Qatar | 50.00 | 140 | |
Romania | 30.00 | 80 | |
Russia Equities | 40.00 | 95 | |
Singapore | 3.50 | 45 | |
Slovak Republic | 23.00 | 95 | |
Slovenia | 50.00 | 60 | |
South Africa | 2.50 | 30 | |
South Korea | 6.50 | 45 | |
Spain | 2.50 | 40 | |
Sri Lanka | 13.00 | 70 | |
Swaziland | 50.00 | 60 | |
Sweden | 2.00 | 30 | |
Switzerland | 2.00 | 35 | |
Taiwan | 10.00 | 60 | |
Thailand | 5.00 | 50 | |
Trinidad & Tobago | 50.00 | 53 | |
Tunisia | 50.00 | 53 | |
Turkey | 12.50 | 60 | |
Ukraine | 75.00 | 250 | |
United Kingdom | 0.50 | 10 | |
Uruguay | 75.00 | 83 | |
Venezuela | 50.00 | 140 | |
Zambia | 50.00 | 140 | |
Zimbabwe | 50.00 | 140 | |
Not In Bank/Not in Custody Assets USA4………………………$500 per line per annum
Third Party Foreign Exchange Settlements | |||||
$70 per non-USD currency movement | |||||
Minimum charges imposed by Agent Banks/Local Administrators | |||||
Brazil - 15 basis points for annual administrative charges | |||||
Colombia - USD $600 per month minimum administration charge | |||||
Ecuador - USD $800 monthly minimum per relationship | |||||
Egypt - USD $400 monthly minimum per relationship | |||||
Additional Charges | |||||
Local taxes, stamp duties or other assessments, including stock exchange fees, postage and | |||||
insurance for shipping, facsimile reporting, extraordinary telecommunications fees or other unusual | |||||
expenses, which are unique to a country in which the Funds are investing | |||||
EXHIBIT E
Money Market Funds Fee Schedule
DOMESTIC CUSTODY (U.S. Securities Processing)
Safekeeping, Income Collection, Transaction Processing, Account Administration
0.25 of a basis point per annum on the average net assets of the Fund.
U.S. Security Transaction Charges (per transaction):
$4.50 DTC/FRB Book Entry Settlements
$4.00 Repurchase Agreements (each leg)
$5.00 Time Deposits
$5.00 Maturities
$20.00 Physical Settlements, Euroclear, Options, and Futures Transactions
$5.00 Paydowns
$4.00 Wire Transfers/Checks (not related to securities settlements)
$2.00 Interfund/Account Transactions
Manual Instruction Surcharge
Transactions instructed in a manner which does not facilitate Straight-Through-Processing will incur an additional $15 per transaction.
Out-of-Pocket Expenses
In addition to the above fee-schedule, Out-of-Pocket expenses will be charged as incurred. These charges would include but are not limited to:
See Second Amendment, dated 9/5/08
Compensating Balance Arrangement
The Funds and The Bank of New York
have entered into a compensating balance arrangement, which would allow the Funds to compensate the Bank for any overdrafts by
maintaining a positive cash balance the next day. Conversely, on any day the Funds maintain a positive balance, they will be allowed
to overdraw the account as compensation. In both cases, Federal Reserve requirements, currently 10%, will be assessed. Therefore,
all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of 90% of the total.
Balances for the tax-exempt portfolios
will be permitted an open-ended roll forward. The taxable portfolios are closed out on a quarterly basis with no carry-over to
the subsequent quarter. At the end of each quarter, the average overdraft will be assessed a fee of 1% above the actual Federal
Funds rate at the end of the period. Any average positive balance will receive an earnings credit computed at the daily effective
90 day T-bill rate minus 0.25 bps on the last day of the period. Earnings credits will be offset against the Funds’ safekeeping
fees.
GLOBAL CUSTODY (Non-US Securities Processing)
Global | |||
Safekeeping Fee | Transaction Fee | ||
Countries | *(in basis points)1 | (U.S. Dollars)2 | |
Argentina | 17.00 | 55 | |
Australia | 1.50 | 25 | |
Austria | 3.00 | 40 | |
Bahrain | 50.00 | 140 | |
Bangladesh | 50.00 | 145 | |
Belgium | 2.50 | 35 | |
Bermuda | 17.00 | 70 | |
Botswana | 50.00 | 140 | |
Brazil | 12.00 | 30 | |
Bulgaria | 30.00 | 85 | |
Canada | 1.00 | 10 | |
Chile | 20.00 | 80 | |
China “A” Shares | 15.00 | 80 | |
China “B” Shares | 15.00 | 60 | |
Colombia | 50.00 | 95 | |
Costa Rica | 14.00 | 65 | |
Croatia | 25.00 | 70 | |
Cyprus | 15.00 | 35 | |
Czech Republic | 18.00 | 50 | |
Denmark | 2.00 | 35 | |
Ecuador | 30.00 | 55 | |
Egypt | 30.00 | 85 | |
Estonia | 10.00 | 60 | |
Euromarket/Euroclear3 | 1.00 | 10 | |
Euromarket/Clearstream | 1.00 | 10 | |
Finland | 3.50 | 35 | |
France | 2.00 | 30 | |
Germany | 1.50 | 25 | |
Ghana | 50.00 | 140 | |
Greece | 9.00 | 40 | |
Hong Kong | 3.00 | 45 | |
Hungary | 20.00 | 55 | |
Iceland | 11.00 | 35 | |
India | 13.00 | 105 | |
Indonesia | 11.00 | 80 | |
Ireland (Equities) | 3.00 | 33 | |
Ireland (Gov’t Bonds) | 1.00 | 13 | |
Israel | 20.00 | 40 | |
Italy | 1.50 | 35 | |
Ivory Coast | 50.00 | 140 | |
Jamaica | 50.00 | 60 | |
Japan | 1.75 | 20 | |
Jordan | 50.00 | 140 | |
Kazakhstan | 53.00 | 140 | |
Kenya | 48.00 | 140 | |
Latvia | 50.00 | 45 | |
Lebanon | 50.00 | 140 | |
Lithuania | 20.00 | 43 | |
Luxembourg | 10.00 | 80 | |
Malaysia | 4.50 | 45 | |
Malta | 20.00 | 63 | |
Mauritius | 25.00 | 100 | |
Mexico | 6.50 | 30 | |
Morocco | 50.00 | 95 | |
Namibia | 50.00 | 60 | |
Netherlands | 2.00 | 25 | |
New Zealand | 2.00 | 35 | |
Nigeria | 50.00 | 60 | |
Norway | 2.50 | 35 | |
Oman | 50.00 | 140 | |
Pakistan | 50.00 | 140 | |
Peru | 50.00 | 83 | |
Philippines | 6.00 | 60 | |
Poland | 15.00 | 63 | |
Portugal | 5.00 | 50 | |
Qatar | 50.00 | 140 | |
Romania | 30.00 | 80 | |
Russia Equities | 40.00 | 95 | |
Singapore | 3.50 | 45 | |
Slovak Republic | 23.00 | 95 | |
Slovenia | 50.00 | 60 | |
South Africa | 2.50 | 30 | |
South Korea | 6.50 | 45 | |
Spain | 2.50 | 40 | |
Sri Lanka | 13.00 | 70 | |
Swaziland | 50.00 | 60 | |
Sweden | 2.00 | 30 | |
Switzerland | 2.00 | 35 | |
Taiwan | 10.00 | 60 | |
Thailand | 5.00 | 50 | |
Trinidad & Tobago | 50.00 | 53 | |
Tunisia | 50.00 | 53 | |
Turkey | 12.50 | 60 | |
Ukraine | 75.00 | 250 | |
United Kingdom | 0.50 | 10 | |
Uruguay | 75.00 | 83 | |
Venezuela | 50.00 | 140 | |
Zambia | 50.00 | 140 | |
Zimbabwe | 50.00 | 140 | |
Not In Bank/Not in Custody Assets USA4………………………$500 per line per annum
Third Party Foreign Exchange Settlements | |||||
$70 per non-USD currency movement | |||||
Minimum charges imposed by Agent Banks/Local Administrators | |||||
Brazil - 15 basis points for annual administrative charges | |||||
Colombia - USD $600 per month minimum administration charge | |||||
Ecuador - USD $800 monthly minimum per relationship | |||||
Egypt - USD $400 monthly minimum per relationship | |||||
Additional Charges | |||||
Local taxes, stamp duties or other assessments, including stock exchange fees, postage and | |||||
insurance for shipping, facsimile reporting, extraordinary telecommunications fees or other unusual | |||||
expenses, which are unique to a country in which the Funds are investing | |||||
Amendment to
Custody Agreement
between
The Bank of New York
and
The Funds listed on Schedule II to the Custody Agreement, as amended from time to time
This Amendment (the “Amendment”) dated as of November 8, 2007 between The Bank of New York (“Custodian”) and the Funds listed on Schedule II to the Custody Agreement, as amended by Exhibit A attached hereto (each a “Fund”).
WHEREAS, the Federated Capital Reserves Fund, Federated Government Reserves Fund and Federated Municipal Trust (collectively, the “Federated Reserves Funds”), and Custodian, having executed the Custody Agreement dated June 7, 2005, now wish to make certain changes to the Custody Agreement and provisions thereof which provisions the Federated Reserves Funds and Custodian agree shall be deemed by them, and each of them, to be included as of the date of this Amendment within the Custody Agreement as if originally stated therein; and
WHEREAS, the Federated Reserves Funds and the Custodian agree to the addition of the following funds to the Custody Agreement: Government Obligations Tax-Managed Fund, U.S. Treasury Cash Reserves, and Automated Government Cash Reserves, each a portfolio of Money Market Obligations Trust; Federated Market Opportunity Fund, a portfolio of Federated Equity Funds; and Federated Stock Trust; and
WHEREAS, the Funds’ Board desires to delegate certain of its responsibilities for performing the services set forth in paragraphs (c)(1), (c)(2) and (c)(3) of Rule 17f-5 of the Investment Company Act of 1940 to the Custodian as Foreign Custody Manager and the Custodian agrees to accept such delegation of responsibilities; and
WHEREAS, the Custody Agreement is amended to include a Fee Schedule for non-money market funds;
WHEREAS, the Custody Agreement Fee Schedule for non-money market funds is amended to reduce the interest rate on overdrafts from 2% to 1% and to include a Global Custody Fee Schedule; and
WHEREAS, the Custody Agreement Fee Schedule for money market funds is amended to, include three new money market funds, to reduce the interest rate on overdrafts from 2% to 1% and to include a Global Custody Fee Schedule.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Funds and Custodian hereby agree as follows:
1. Schedule II of the Custody Agreement and Schedule I of the Joint Trading Account Agreement are each replaced with the Schedule II and Schedule I respectively, attached to this Amendment as Exhibits A and B, respectively.
2. The Custodian shall serve as Foreign Custody Manager in accordance with the Foreign Custody Management Agreement, attached to this Amendment as Exhibit C.
3. The Custody Agreement is amended to include a Fee Schedule for non-money market funds, attached to this Amendment as Exhibit D.
4. The Fee Schedule for non-money market funds is hereby added to the Custody Agreement in the form attached to this Amendment as Exhibit D.
5. The Fee Schedule for money funds is amended to include Government Obligations Tax-Managed Fund, U.S. Treasury Cash Reserves, and Automated Government Cash Reserves, each a portfolio of Money Market Obligations Trust, to reduce the interest rate on overdrafts from 2% to 1% above the actual Federal Funds rate at the end of the period and to provide a Global Custody Fee schedule, attached to this Amendment as Exhibit E.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly designated officers below as of the day and year first above written.
ACKNOWLEDGED AND AGREED:
Custodian:
THE BANK OF NEW YORK |
On behalf of each of the funds indicated on Schedule II of the Custody Agreement, as amended from time to time.
|
By: /s/ Joseph F. Keenan | By: /s/ Richard A. Novak |
Title: Managing Director | Title: Treasurer |
EXHIBIT A
CUSTODY AGREEMENT
SCHEDULE II
Federated Capital Reserves Fund, a portfolio of Money Market Obligations Trust
Federated Government Reserves Fund, a portfolio of Money Market Obligations Trust
Federated Municipal Trust, a portfolio of Money Market Obligations Trust
Government Obligations Tax-Managed Fund, a portfolio of Money Market Obligations Trust
U.S. Treasury Cash Reserves, a portfolio of Money Market Obligations Trust
Automated Government Cash Reserves, a portfolio of Money Market Obligations Trust
Federated Market Opportunity Fund, a portfolio of Federated Equity Funds
Federated Stock Trust
EXHIBIT B
JOINT TRADING ACCOUNT AGREEMENT
SCHEDULE I
Federated Capital Reserves Fund, a portfolio of Money Market Obligations Trust
Federated Government Reserves Fund, a portfolio of Money Market Obligations Trust
Federated Municipal Trust, a portfolio of Money Market Obligations Trust
Government Obligations Tax-Managed Fund, a portfolio of Money Market Obligations Trust
U.S. Treasury Cash Reserves, a portfolio of Money Market Obligations Trust
Automated Government Cash Reserves, a portfolio of Money Market Obligations Trust
Federated Market Opportunity Fund, a portfolio of Federated Equity Funds
Federated Stock Trust
Second Amendment to the Custody Agreement
This Amendment is made as of September 5, 2008 to the Custody Agreement (the “Agreement”) dated June 7, 2005 and amended November 8, 2007 between the Funds listed on Schedule II attached hereto (each a "Fund") and The Bank of New York Mellon (the "Custodian").
WHEREAS, each Fund and the Custodian wish to modify the provisions of the Agreement as set forth below;
NOW THEREFORE, each the Fund and the Custodian agree to the following amendments.
1. Section 14. “Internal Operating Account” to Article I of the Agreement shall be revised as follows:
14. “Internal Operating Account” shall mean accounts established by the Custodian at the direction of a Fund to facilitate the intraday transfer of monies to or from the Custodian representing aggregated subscriptions or redemptions for allocation to individual Funds as indicated by the Fund or its agent.
And;
Each Fund and the Custodian hereby amend Article V. Section 1 of the Agreement by replacing the first sentence of the section as follows:
If Custodian should in its sole discretion advance funds on behalf of any Fund which results in an overdraft at the end of any day, because the money held by Custodian in an Account, including an Internal Operating Account, for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund, due to borrowing by a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and the Custodian as such Fee Exhibit may be amended from time to time.
2. Within Exhibit D, the section entitled “Compensating Balance Arrangement” is replaced in its entirety with the following Amended and Restated section entitled “Compensating Balance Arrangement” as attached hereto.
3. Within Exhibit E, the section entitled “Compensating Balance Arrangement” is replaced in its entirety with the following Amended and Restated section entitled “Compensating Balance Arrangement” as attached hereto.
4. Each Exhibit A, Exhibit B, and Schedule I to Exhibit C, the Foreign Custody Manager Agreement, are updated to include the following new Funds:
Federated California Municipal Income Fund
Federated New York Municipal Income Fund
Federated North Carolina Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
On behalf of each of the Funds indicated on Schedule II attached hereto
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Bruce L. Baumann
Title: Vice President
Amended and Restated
Exhibit D
Compensating Balance Arrangement
Each of the Funds listed below and The Bank of New York Mellon have entered into an earnings credit balance arrangement pursuant to which it has been agreed that 90% of any positive balances will be compensated at the 90 day T-Bill rate and 100% of overdrawn balances will be charged at a rate of 1% over the Fed Funds rate. Monthly, the net resultant credit or charge will be applied to the each Funds’ respective safekeeping fees. Credits that exceed the safekeeping fee may be carried over into the next billing period at the discretion of Custodian.
FUNDS
Federated Stock Trust
Federated Market Opportunity Fund
Federated California Municipal Income Fund
Federated North Carolina Municipal Income Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
See Fifth Amendment dated 11/13/09 for Compensating Balance Arrangement
Amended and Restated
Exhibit E
Compensating Balance Arrangement
Each Fund listed below and The Bank of New York Mellon (the “Bank”) have entered into a average compensating balance arrangement, which would allow the Funds to compensate the Bank for any overdrafts by maintaining a positive cash balance and conversely, on any day a Fund maintains a positive balance, the respective Fund will be permitted to overdraw the account as compensation.
In each instance, Federal Reserve requirements (currently 10%), will be assessed. Therefore, all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of up to 90% of the total (unless the positive balance is the result of an error on the part on the Bank, in which case the positive balance would be assessed at 100%). The Funds shall maintain the average compensating balance over quarterly periods (ending March, June, September and December for FGRF, FCRF and FMUTR; and ending February, May, August, and November for AGCR, USTCR and GOTMF). Average balances will be computed at the end of the quarter. Net positive balances will receive an earnings credit computed at the daily effective 90 – day T-Bill rate on the last day of a period. Net negative balances will be charged at the Fed Funds rate plus 1% on the last day of the period. Quarterly net credits or charges will be applied to the safekeeping fees. Credits that exceed the safekeeping fee will be carried over into the next billing period but must be applied in a 12 month cycle; all accumulated unapplied credits will expire in the final quarter of the cycle, i.e. in November or December. However, upon specific request from Fund, Custodian at its discretion may agree to carry forward into the next 12 month cycle any accumulated credits, contingent on their application within a specified time period.
Credits are not redeemable for cash and will expire in the event the relationship with the Funds is terminated.
FUNDS
Federated Capital Reserves Fund (FCRF)
Federated Government Reserve Fund (FGRF)
Federated Municipal Trust Fund (FMUTR)
US Treasury Cash Reserve Fund (USTCR)
Automated Government Cash Reserves (AGCR)
Government Obligations Tax Managed Fund (GOTMF)
Third Amendment to the Custody Agreement
This Amendment is made as of September 8, 2009 to the Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007 and September 5, 2008 between the Funds listed on Schedule II attached hereto (each a "Fund") and The Bank of New York Mellon (the "Custodian").
WHEREAS, each Fund and the Custodian wish to modify the provisions of the Agreement as set forth below;
NOW THEREFORE, each the Fund and the Custodian agree to the following amendments.
1. Within Exhibit C, the section entitled Schedule II is replaced in its entirety with Amended and Restated Schedule II as attached hereto.
2. Exhibit D, the fee schedule for non-money market funds, is amended to include a fee for the safekeeping of gold bullion and a transaction charge for settlement of trades involving same with restated Exhibit D as attached hereto.
3. A Precious Metals Supplement is added as Exhibit F to include provisions for the custody of assets consisting of precious metals held for the Federated Market Opportunity Fund.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
On behalf of each of the Funds indicated on Schedule II attached hereto
By: /s/ Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Andrew Pfeifer
Title: Vice President
Custody Agreement
Schedule II
Federated Stock Trust
Federated Market Opportunity Fund
Federated California Municipal Income Fund
Federated North Carolina Municipal Income Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Capital Reserves Fund
Federated Government Reserve Fund
Federated Municipal Trust Fund
US Treasury Cash Reserve Fund
Automated Government Cash Reserves
Government Obligations Tax Managed Fund
See Fourth Amendment adding new funds, effective 10/23/09
Custody Agreement
Amended and Restated
Exhibit C, Schedule II
Specified Countries
Country/Market | Subcustodian(s) |
Argentina | Citibank N.A. |
Australia | National Australia Bank Limited |
Austria | UniCredit Bank Austria AG |
Bahrain | HSBC Bank Middle East Limited |
Bangladesh | Standard Chartered Bank |
Belgium | ING Belgium, SA/NV |
Benin | Société Générale de Banques en Côte d’Ivoire |
Bermuda | Bank of Bermuda Limited |
Botswana | Barclays Bank of Botswana Ltd. |
Brazil | Citibank N.A. |
Bulgaria | ING Bank N.V. |
Burkina Faso | Société Générale de Banques en Côte d’Ivoire |
Canada | CIBC Mellon Trust Company |
Cayman Islands | The Bank of New York Mellon |
Channel Islands | The Bank of New York Mellon |
Chile | Banco de Chile |
China | HSBC Bank (China) Company Limited |
Colombia | Cititrust Colombia S.A. |
Costa Rica | Banco BCT |
Croatia | Privredna Banka Zagreb d.d. |
Cyprus | EFG Eurobank Ergasias S.A. |
Czech Republic | ING Bank N.V. |
Denmark | Danske Bank |
Ecuador | Banco de la Produccion S.A. |
Egypt | HSBC Bank Egypt S.A.E. |
Estonia | SEB Pank AS |
Euromarket | Clearstream Banking Luxembourg S.A. |
Euromarket | Euroclear Bank |
Finland | Skandinaviska Enskilda Banken |
France | BNP Paribas Securities Services |
France | CACEIS Bank |
Germany | BHF Asset Servicing GmbH |
Ghana | Barclays Bank of Ghana Ltd. |
Greece | EFG Eurobank Ergasias S.A. |
Guinea Bissau | Société Générale de Banques en Côte d’Ivoire |
Hong Kong | HSBC Ltd. |
Hungary | ING Bank N.V. |
Iceland | New Landsbanki Islands |
India | Deutsche Bank AG |
Indonesia | HSBC Ltd. |
Ireland | The Bank of New York Mellon |
Israel | Bank Hapoalim B.M. |
Italy | Intesa Sanpaolo S.p.A |
Ivory Coast | Société Générale de Banques en Côte d’Ivoire |
Japan | Mizuho Corporate Bank Ltd. (MHCB) |
Japan | The Bank of Tokyo – Mitsubishi UFJ Ltd. |
Jordan | HSBC Bank Middle East Ltd. |
Kazakhstan | HSBC Kazakhstan |
Kenya | Barclays Bank of Kenya Ltd. |
Kuwait | HSBC Bank Middle East Ltd. |
Latvia | AS SEB banka |
Lebanon | HSBC Bank Middle East Ltd. |
Lithuania | SEB Bankas |
Luxembourg | Banque et Caisse d’Epargne de l’Etat (BCEEL) |
Malaysia | HSBC Bank Malaysia Berhad |
Mali | Société Générale de Banques en Côte d’Ivoire |
Malta | HSBC Bank Malta plc |
Mauritius | HSBC Ltd. |
Mexico | Banco Nacional de Mexico (BANAMEX) |
Morocco | Citibank Maghreb |
Namibia | Standard Bank Namibia Ltd |
Netherlands | BNY Mellon Asset Servicing BV |
New Zealand | National Australia Bank |
Niger | Société Générale de Banques en Côte d’Ivoire |
Nigeria | Stanbic IBTC Bank Plc |
Norway | DnB NOR Bank ASA |
Oman | HSBC Bank Middle East Ltd. |
Pakistan | Deutsche Bank AG |
Palestinian Autonomous Area | HSBC Bank Middle East Ltd. |
Peru | Citibank del Peru, S.A. |
Philippines | HSBC Ltd. |
Poland | ING Bank Slaski |
Portugal | Banco Comercial Portugues |
Qatar | HSBC Bank Middle East Ltd. |
Romania | ING Bank N.V. |
Russia | ING Bank (Eurasia) |
Saudi Arabia | SABB Securities Limited |
Senegal | Société Générale de Banques en Côte d’Ivoire |
Serbia | UniCredit Bank Austria AG |
Singapore | DBS Bank Ltd. |
Singapore | United Overseas Bank Ltd. |
Slovak Republic | ING Bank N.V. |
Slovenia | UniCredit Banka Slovenia d.d. |
South Africa | Standard Bank of South Africa |
South Korea | HSBC Ltd. |
Spain | Banco Bilbao Vizcaya Argentaria S.A. (BBVA) |
Spain | Santander Investment S.A. |
Sri Lanka | HSBC Ltd. |
Swaziland | Standard Bank Swaziland Ltd |
Sweden | Skandinaviska Enskilda Banken |
Switzerland | Credit Suisse |
Taiwan | Standard Chartered Bank (Taiwan) Ltd. / HSBC |
Thailand | Bangkok Bank Public Company Ltd. |
Thailand | HSBC Ltd |
Togo | Société Générale de Banques en Côte d’Ivoire |
Trinidad & Tobago | Republic Bank Ltd. |
Tunisia | Banque Internationale Arabe de Tunisie |
Turkey | Deutsche Bank AS |
Ukraine | ING Bank Ukraine |
United Arab Emirates | HSBC Bank Middle East Ltd. |
United Kingdom | Deutsche Bank AG |
United Kingdom | The Bank of New York Mellon |
United States | The Bank of New York Mellon |
Uruguay | Banco Itaú Uruguay S.A. |
Venezuela | Citibank N.A. |
Vietnam | HSBC Bank (Vietnam) Ltd |
Zambia | Barclays Bank of Zambia Ltd |
Zimbabwe | Barclays Bank of Zimbabwe Ltd |
Custody Agreement
Amended and Restated
Exhibit D
Non-Money Market Funds Fee Schedule
Domestic Custody (U.S. Securities Processing)
Safekeeping, Income Collection, Transaction Processing, Account Administration
0.25 of a basis point per annum on the average net assets of the Fund.
Gold Bullion Safekeeping – at the following rates, minimum $75,000 per annum:
$20 per 400oz bar per month
$10 per 100oz bar per month
U.S. Security Transaction Charges (per transaction):
$4.50 DTC/FRB Book Entry Settlements
$4.00 Repurchase Agreements (each leg)
$5.00 Time Deposits
$5.00 Maturities
$20.00 Physical Settlements, Euroclear, Options, and Futures Transactions
$5.00 Paydowns
$4.00 Wire Transfers/Checks (not related to securities settlements)
$2.00 Interfund/Account Transactions
Gold Bullion Transaction Charges
$ 5 per receipt trade
$20 per delivery per 400oz bar
$10 per delivery per 100oz bar
Manual Instruction Surcharge
Transactions instructed in a manner which does not facilitate Straight-Through-Processing will incur an additional $15 per transaction.
Out-of-Pocket Expenses
In addition to the above fee-schedule, Out-of-Pocket expenses will be charged as incurred. These charges would include but are not limited to:
Global Custody (non-U.S. securities processing)
Global | ||
Safekeeping Fee | Transaction Fee5 | |
Countries | *(in basis points)6 | (U.S. Dollars) |
Argentina | 17.00 | 55 |
Australia | 1.50 | 25 |
Austria | 3.00 | 40 |
Bahrain | 50.00 | 140 |
Bangladesh | 50.00 | 145 |
Belgium | 2.50 | 35 |
Bermuda | 17.00 | 70 |
Botswana | 50.00 | 140 |
Brazil | 12.00 | 30 |
Bulgaria | 30.00 | 85 |
Canada | 1.00 | 10 |
Chile | 20.00 | 80 |
China “A” Shares | 15.00 | 80 |
China “B” Shares | 15.00 | 60 |
Colombia | 50.00 | 95 |
Costa Rica | 14.00 | 65 |
Croatia | 25.00 | 70 |
Cyprus | 15.00 | 35 |
Czech Republic | 18.00 | 50 |
Denmark | 2.00 | 35 |
Ecuador | 30.00 | 55 |
Egypt | 30.00 | 85 |
Estonia | 10.00 | 60 |
Euromarket/Euroclear7 | 1.00 | 10 |
Euromarket/Clearstream | 1.00 | 10 |
Finland | 3.50 | 35 |
France | 2.00 | 30 |
Germany | 1.50 | 25 |
|
Global | ||||
Safekeeping Fee | Transaction Fee | ||||
Countries | *(in basis points) | (U.S. Dollars) | |||
Ghana | 50.00 | 140 | |||
Greece | 9.00 | 40 | |||
Hong Kong | 3.00 | 45 | |||
Hungary | 20.00 | 55 | |||
Iceland | 11.00 | 35 | |||
India | 13.00 | 105 | |||
Indonesia | 11.00 | 80 | |||
Ireland (Equities) | 3.00 | 33 | |||
Ireland (Gov’t Bonds) | 1.00 | 13 | |||
Israel | 20.00 | 40 | |||
Italy | 1.50 | 35 | |||
Ivory Coast | 50.00 | 140 | |||
Jamaica | 50.00 | 60 | |||
Japan | 1.75 | 20 | |||
Jordan | 50.00 | 140 | |||
Kazakhstan | 53.00 | 140 | |||
Kenya | 48.00 | 140 | |||
Latvia | 50.00 | 45 | |||
Lebanon | 50.00 | 140 | |||
Lithuania | 20.00 | 43 | |||
Luxembourg | 10.00 | 80 | |||
Malaysia | 4.50 | 45 | |||
Malta | 20.00 | 63 | |||
Mauritius | 25.00 | 100 | |||
Mexico | 6.50 | 30 | |||
Morocco | 50.00 | 95 | |||
Namibia | 50.00 | 60 | |||
Netherlands | 2.00 | 25 | |||
New Zealand | 2.00 | 35 | |||
Nigeria | 50.00 | 60 | |||
Norway | 2.50 | 35 | |||
Oman | 50.00 | 140 | |||
Pakistan | 50.00 | 140 | |||
Peru | 50.00 | 83 | |||
Philippines | 6.00 | 60 | |||
Poland | 15.00 | 63 | |||
Portugal | 5.00 | 50 | |||
Qatar | 50.00 | 140 | |||
Romania | 30.00 | 80 | |||
Russia Equities | 40.00 | 95 | |||
|
Global | ||||
Safekeeping Fee | Transaction Fee | ||||
Countries | *(in basis points) | (U.S. Dollars) | |||
Singapore | 3.50 | 45 | |||
Slovak Republic | 23.00 | 95 | |||
Slovenia | 50.00 | 60 | |||
South Africa | 2.50 | 30 | |||
South Korea | 6.50 | 45 | |||
Spain | 2.50 | 40 | |||
Sri Lanka | 13.00 | 70 | |||
Swaziland | 50.00 | 60 | |||
Sweden | 2.00 | 30 | |||
Switzerland | 2.00 | 35 | |||
Taiwan | 10.00 | 60 | |||
Thailand | 5.00 | 50 | |||
Trinidad & Tobago | 50.00 | 53 | |||
Tunisia | 50.00 | 53 | |||
Turkey | 12.50 | 60 | |||
Ukraine | 75.00 | 250 | |||
United Kingdom | 0.50 | 10 | |||
Uruguay | 75.00 | 83 | |||
Venezuela | 50.00 | 140 | |||
Zambia | 50.00 | 140 | |||
Zimbabwe | 50.00 | 140 | |||
Not In Bank/Not in Custody Assets USA8 ………………………$500 per line per annum
Third Party Foreign Exchange Settlements | |||||
$70 per non-USD currency movement | |||||
Minimum charges imposed by Agent Banks/Local Administrators | |||||
Brazil - 15 basis points for annual administrative charges | |||||
Colombia - USD $600 per month minimum administration charge | |||||
Ecuador - USD $800 monthly minimum per relationship | |||||
Egypt - USD $400 monthly minimum per relationship | |||||
Additional Charges | |||||
Local taxes, stamp duties or other assessments, including stock exchange fees, postage and | |||||
insurance for shipping, facsimile reporting, extraordinary telecommunications fees or other unusual | |||||
expenses, which are unique to a country in which the Funds are investing. | |||||
Earnings Credit Arrangement
Each of the Funds listed below and The Bank of New York Mellon have entered into an earnings credit balance arrangement pursuant to which it has been agreed that 90% of any positive balances will be compensated at the 90 day T-Bill rate and 100% of overdrawn balances will be charged at a rate of 1% over the Fed Funds rate. Monthly, the net resultant credit or charge will be applied to the each Funds’ respective safekeeping fees. Credits that exceed the safekeeping fee may be carried over into the next billing period at the discretion of the Custodian.
FUNDS See Seventh Amendment, dated 9/1/10
Federated Stock Trust
Federated Market Opportunity Fund
Federated California Municipal Income Fund
Federated North Carolina Municipal Income Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
See Fourth Amendment adding new funds, effective 10/23/09
Custody Agreement
Exhibit F
PRECIOUS METALS SUPPLEMENT
(Precious Metals Physically Held in the USA)
In addition to the provisions of that certain Global Custody Agreement dated as of June 7, 2005, as amended, pursuant to which the registered investment company, the Federated Market Opportunity Fund, (the “Customer”) has appointed The Bank of New York Mellon, formerly known as The Bank of New York (the “Custodian”) as its custodian of securities and cash and to perform related services (the “Agreement”), the following provisions shall apply to the custody of assets consisting of precious metals.
ARTICLE I
APPOINTMENT OF CUSTODIAN; CUSTODIAL SERVICES TO BE PROVIDED BY SUBCUSTODIAN
1. Customer hereby appoints the Custodian as custodian to hold and maintain certain property consisting of the metals described in the attached Addendum A (the “Precious Metals”) and which are specified in each authenticated trade instruction sent by the Customer or it’s Authorized Representative to the Custodian.
2. Custodian hereby accepts appointment as such custodian of Precious Metals and agrees to perform its duties in respect thereof pursuant to the provisions of this Supplement. Customer acknowledges that Custodian shall utilize the services of one or more subcustodians, identified to Customer from time to time (each, for purposes of this Supplement, a “Subcustodian”), to serve as warehouseman of the Precious Metals held hereunder. Precious Metals held through a Subcustodian shall be held subject to the terms and conditions of Custodian’s agreement with such Subcustodian. Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian. In the event Custodian selects a replacement Subcustodian, Custodian shall not utilize such replacement Subcustodian until after providing Customer with commercially reasonable notice.
ARTICLE II
RESPONSIBILITIES OF CUSTODIAN AND SUBCUSTODIANS
1. Custodian shall receive, hold and keep the Precious Metals at a secure facility maintained by a Subcustodian which shall be identified to Customer from time to time (the “Secure Facility”).
2. Custodian shall be responsible for the safekeeping of the Precious Metals in the form and condition in which they are delivered to its Subcustodian acting as its warehouseman. Custodian shall cause the Subcustodian to keep the Precious Metals held for Customer hereunder separately identified and segregated and to maintain records identifying the Precious Metals belonging to Customer.
3. Custodian shall provide Customer with reporting by a means agreed between the parties detailing Precious Metals received, delivered and held at the Subcustodian. Customer agrees that it shall promptly review all such statements and shall advise Custodian of any error, omission or inaccuracy therein within a commercially reasonable time.
4. Custodian shall cause the Subcustodian it designates to take delivery of Precious Metals from Customer and to acknowledge receipt from Customer of the Precious Metals. The Subcustodian may, at its option, record certain specifications indicated on the Precious Metals. It is understood and agreed that neither Custodian nor its Subcustodians are responsible for the authenticity of markings on or for the weight, fineness or contents of any of the Precious Metals, delivered to them by Customer or a third party for the account of Customer.
5. Custodian shall maintain insurance protection covering the Custodian’s duties and activities hereunder in such amounts and insuring against such risks as Custodian deems reasonable and appropriate under the circumstances. Subcustodians may maintain such insurance in regard to their business on such terms as they consider appropriate, but the Custodian shall have no liability for the terms or sufficiency of the insurance maintained by any Subcustodian or for the failure of any Subcustodian to maintain insurance.
ARTICLE III
DELIVERY OF PRECIOUS METALS TO, AND WITHDRAWAL OF PRECIOUS METALS FROM, CUSTODY
1. Each delivery of Precious Metals to be held in custody in accordance with this Supplement shall be made pursuant to an authenticated trade instruction sent by the Customer or its Authorized Representative to the Custodian. Such instruction must be received by the published trade instruction deadlines and by the agreed communication method. Such instruction shall be acknowledged by the Custodian. The authorized trade instruction shall identify the Precious Metal to be delivered, in such customary manner as specified by the Custodian, and the delivery date, and the Custodian’s acknowledgment shall identify the Subcustodian and Secure Facility to which the Customer shall deliver the Precious Metal. Delivery shall be made only to the Secure Facility of the Subcustodian designated by the Custodian. Customer acknowledges and agrees that neither the Custodian nor the Subcustodian has any responsibility or liability for any loss, damage or destruction of any Precious Metals prior to the time the Subcustodian identified by the Custodian accepts the care, custody and control of the Precious Metals at the specified Subcustodian’s Secure Facility, and Customer hereby releases Custodian and each Subcustodian from any responsibility or liability prior to the time the Subcustodian identified by the Custodian accepts the care, custody and control of the Precious Metals. In the event the Precious Metal delivered to the Subcustodian differs from the identification provided by the Customer, the Custodian shall endeavor promptly to notify the Customer. Neither the Custodian nor any Subcustodian shall be liable for any loss resulting from the failure of the Precious Metal actually delivered to conform to the identification provided by the Customer in the authorized trade instruction.
2. Each withdrawal of Precious Metals from custody in accordance with this Supplement shall be made pursuant to an authenticated trade instruction sent by the Customer or its Authorized Representative to the Custodian. Such instruction must be received by the published trade instruction deadlines and by the agreed communication method. Such instruction shall be acknowledged by the Custodian. The authorized trade instruction shall identify the Precious Metal to be withdrawn, in such customary manner as specified by the Custodian, and the delivery date and the Custodian’s acknowledgment shall identify the Subcustodian and Secure Facility from which the Customer shall take delivery of the Precious Metal. Customer must collect or arrange for the collection of the Precious Metal being withdrawn from the Subcustodian having physical possession thereof. All risk in and to the Precious Metal withdrawn shall pass at the specified Secure Facility at the time Customer or its Authorized Representative acknowledges receipt.
3. Customer shall be responsible for all expenses associated with the delivery and withdrawal of Precious Metals to and from the Secure Facility, as well as all insurance, safekeeping, security and secure transport arrangements for the Precious Metals while either in storage outside the terms of this agreement or in transit to or from the Custodians appointed Subcustodian. Customer shall pay or reimburse the Custodian from time to time for any taxes or other governmental charges payable, and actually paid, by Custodian upon storage or transfer of the Precious Metals made hereunder.
4. If, in Custodian’s opinion, any authenticated trade instruction is unclear or ambiguous, Custodian shall endeavor to obtain clarification from Customer. In the absence of such clarification Custodian may, in its absolute discretion, either (i) decline to take action until clarification is received or (ii) act on what it believes, in good faith, to be such instruction.
ARTICLE IV
CONCERNING CUSTODIAN
Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees (collectively, “Losses”), incurred by or asserted against Customer, except those Losses arising out of Custodian’s own negligence or willful misconduct. Custodian shall have no liability whatsoever for the action or inaction of any commodities exchange. With respect to any Losses incurred by Customer as a result of the acts or failures to act by a Subcustodian acting as warehouseman hereunder, Custodian shall take appropriate action to recover such Losses, and Custodian’s liability shall be limited to the amount recovered net of Custodian’s costs and expenses. In no event shall Custodian be liable to Customer or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Supplement.
ARTICLE V
MISCELLANEOUS.
The provisions of this Supplement shall apply solely with respect to the custody of Precious Metals. All provisions of the Agreement shall nevertheless remain in full force and effect with respect to assets held pursuant to this Supplement, and all capitalized terms and provisions contained in the Agreement shall be read so as to apply fully to the services and activities contemplated by this Supplement; provided, that in the event of any conflict between the provisions of the Agreement and the provisions of this Supplement, the provisions of this Supplement shall control.
Federated Equity Funds on behalf of its
Dated: Federated Market Opportunity Fund
/s/ Richard A. Novak
By: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Andrew Pfeifer
Title: Vice President
Precious Metals Supplement
Addendum A
Gold Bullion
Fourth Amendment to the Custody Agreement
This Amendment is made as of October 23, 2009 to the Custody Agreement (as amended, the “Custody Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, and September 8, 2009 between the Funds listed on Schedule II to the Custody Agreement (each a "Fund") and The Bank of New York Mellon (the "Custodian").
RECITALS
WHEREAS, the custody of the securities, cash and other portfolio assets of the funds specified in this Amendment are being converted to the Custodian as of the close of business on October 23, 2009;
WHEREAS, the parties agree that the list of Funds that are parties to the Custody Agreement is set forth on Schedule II to the Custody Agreement (which has been amended and attached as Exhibit A to prior amendments to the Custody Agreement) (“Schedule II to the Custody Agreement” or “Exhibit A”), and the parties desire to amend the list of Funds to add the funds specified in this Amendment;
WHEREAS, the parties agree that the list of Funds that are parties to the Joint Trading Account Custody Agreement, which is part of the Custody Agreement, is set forth on Schedule I to the Joint Trading Account Custody Agreement (which has been amended and attached as Exhibit B to prior amendments to the Custody Agreement) (“Schedule I to the Joint Trading Account Agreement” or “Exhibit B”), and the parties desire to amend the list of Funds to add the funds specified in this Amendment;
WHEREAS, the parties agree that the list of Funds that are parties to the Foreign Custody Agreement, which is part of the Custody Agreement, is set forth on Schedule I to the Foreign Custody Agreement (which has been attached as Exhibit C to in prior amendments) (“Schedule I to Foreign Custody Agreement” or “Exhibit C”), and the parties desire to amend the list of Funds to add the funds specified in this Amendment; and
WHEREAS, the parties agree that the Fee Schedule for Non-Money Market Funds, which is part of the Custody Agreement (which has been attached as Exhibit D in prior amendments (“Fee Schedule for Non-Money Market Funds” or “Exhibit D”), will apply to the funds specified herein, and the parties desire to add the funds specified in this Amendment to the funds subject to the Fee Schedule for Non-Money Market Funds.
AMENDMENT
NOW THEREFORE, intending to be legally bound, each of the Funds and the Custodian agree to the following amendments:
Each of Schedule II to the Custody Agreement (or Exhibit A), Schedule I to the Joint Trading Account Agreement (or Exhibit B), Schedule I to the Foreign Custody Agreement (or Exhibit C), and the Fee Schedule for Non-Money Market Funds (or Exhibit D) shall be, and hereby are, amended and updated to include the following new Funds:
Federated Municipal Securities Fund, Inc.
Federated Intermediate Municipal Trust, a portfolio of Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust, a portfolio of Federated Municipal Securities Income Trust
Federated Municipal High Yield Advantage Fund, a portfolio of Federated Municipal Securities Income Trust
The agreements referenced herein shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
ON BEHALF OF EACH OF THE FUNDS INDICATED ON SCHEDULE II OF THE CUSTODY AGREEMENT, AS AMENDED FROM TIME TO TIME
By: /s/ Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Andrew Pfeiffer
Title: Vice President
Fifth Amendment to the Custody Agreement
This Amendment is made as of November 13, 2009 to the Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, and October 23, 2009 between the Funds listed on Schedule II attached hereto (each a "Fund") and The Bank of New York Mellon (the "Custodian").
Recitals
WHEREAS, the parties agree that the Fee Schedule for Money Market Funds, which is part of the Custody Agreement, which has been attached as Exhibit E in prior amendments (“Fee Schedule for Money Market Funds” or “Exhibit E”), will apply to the funds specified herein.
Amendment
WHEREAS, each Fund and the Custodian wish to modify the provisions of the Agreement as set forth below;
NOW THEREFORE, each the Fund and the Custodian agree to the following amendments.
Within Exhibit E, the section entitled “Compensating Balance Arrangement” is replaced in its entirety with Amended and Restated Exhibit E as attached hereto.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
On behalf of each of the Funds indicated on Schedule II attached hereto
By: /s/ Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Peter D. Holland
Title: Managing Director
Amended and Restated
Exhibit E
Compensating Balance Arrangement
Each Fund listed below and The Bank of New York Mellon (the “Bank”) have entered into an average compensating balance arrangement, which would allow the Funds to compensate the Bank for any overdrafts by maintaining a positive cash balance and conversely, on any day a Fund maintains a positive balance, the respective Fund will be permitted to overdraw the account as compensation, within the Maximum Daily Balance limits as established for each fund as listed below.
In each instance, Federal Reserve requirements for minimum balances (currently 10%), will be assessed. Therefore, all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of up to 90% of the total (unless the positive balance is the result of an error on the part on the Bank, in which case the positive balance would be assessed at 100%). The Funds shall maintain the average compensating balance over quarterly periods (ending March, June, September and December for FGRF, FCRF and FMUTR; and ending February, May, August, and November for AGCR, USTCR and GOTMF). Average balances will be computed at the end of the quarter. Net positive balances will receive an earnings credit computed at the daily effective 90 – day T-Bill rate on the last day of a period. Net negative balances will be charged at the Fed Funds rate plus 1% on the last day of the period. Quarterly net credits or charges will be applied to the safekeeping fees. Credits that exceed the safekeeping fee will be carried over into the next billing period but must be applied in a 12 month cycle; all accumulated unapplied credits will expire in the final quarter of the cycle, i.e. in November or December. However, upon specific request from the Fund, Custodian at its discretion may agree to carry forward into the next 12 month cycle any accumulated credits, contingent on their application within a specified time period.
Credits are not redeemable for cash and will expire in the event the relationship with the Funds is terminated.
Maximum Daily Balances (“MDB”) limits have been determined for each fund. On days where the Funds exceed their MDBs, interest will be credited on 90% of the excess balance at the 90-day T-Bill rate or charged on 100% of the excess overdraft balance at the Fed Funds rate plus 1%, based on the day(s) the MDB’s were exceeded.
Maximum Daily Balance +/- $175 million
US Treasury Cash Reserves Fund (USTCR)
Government Obligations Tax Managed Fund (GOTMF)
Maximum Daily Balance +/- $75 million
Federated Municipal Trust Fund (FMUTR)
Maximum Daily Balance +/- $25 million
Federated Capital Reserves Fund (FCRF)
Federated Government Reserves Fund (FGRF)
Automated Government Cash Reserves (AGCR)
See Seventh Amendment, dated 9/1/10
Schedule II
Federated Capital Reserves Fund
Federated Government Reserve Fund
Federated Municipal Trust Fund
US Treasury Cash Reserve Fund
Automated Government Cash Reserves
Government Obligations Tax Managed Fund
Sixth Amendment to the Custody Agreement
This Amendment is made as of January 13, 2010 to the Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, and November 13, 2009 between the Funds listed on Schedule II attached hereto (each a "Fund") and The Bank of New York Mellon (the "Custodian").
WHEREAS, each Fund and the Custodian wish to modify the provisions of the Agreement as set forth below;
NOW THEREFORE, each the Fund and the Custodian agree to the following amendment.
Each Exhibit A (“Schedule II to the Agreement”), Exhibit B (“Joint Trading Account Agreement Schedule I”), and Exhibit D (“Fee Schedule for Non-Money Market Funds”) is updated to include the following new Fund:
Federated Enhanced Treasury Income Fund
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
On behalf of each of the Funds indicated on Schedule II attached hereto
By: /s/ Richard A. Novak
By: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Peter D. Holland
By: Peter D. Holland
Title: Managing Director
See Seventh Amendment, dated 9/1/10
Amended and Restated
Custody Agreement
Schedule II
Federated Stock Trust
Federated Market Opportunity Fund
Federated California Municipal Income Fund
Federated North Carolina Municipal Income Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Municipal Securities Fund
Intermediate Municipal Trust Fund
Michigan Intermediate Municipal Trust Fund
Federated Municipal High Yield Advantaged Fund
Federated Enhanced Treasury Income Fund
Federated Capital Reserve Fund
Federated Government Reserves Fund
Federated Municipal Trust Fund
US Treasury Cash Reserves Fund
Automated Government Cash Reserves
Government Obligations Tax Managed Fund
Seventh Amendment to the Custody Agreement
This Amendment is made as of September 1, 2010 to the Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009 and January 13, 2010, between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto (each a "Fund") and The Bank of New York Mellon (the "Custodian").
WHEREAS, each Fund and the Custodian wish to modify the provisions of the Agreement as set forth below;
NOW THEREFORE, each Fund and the Custodian agree to the following amendment.
1. The funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto:
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
On behalf of each of the Funds indicated on Exhibit A attached hereto
By: /s/ Richard A. Novak
By: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Peter D. Holland
By: Peter D. Holland
Title: Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
A. Non-Money Market Funds
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated Global Macro Bond Fund
Federated Intermediate Municipal Trust
Federated Market Opportunity Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
FUNDS
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated Global Macro Bond Fund
Federated Intermediate Municipal Trust
Federated Market Opportunity Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
EIGHTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010 and September 1, 2010, between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian.
WHEREAS, each Fund is registered as a management investment company, or a series thereof, under the Investment Company Act of 1940, as amended; and
WHEREAS, the Funds and the Custodian desire to amend the Agreement subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Article IX of the Agreement is hereby deleted in its entirety and replaced with the following language:
1. The Agreement shall become effective on March 1, 2011 and shall remain in full force and effect for a period of four (4) years (the “Initial Term”) and shall automatically continue in full force and effect after such Initial Term unless either party terminates this Agreement by written notice to the other party at least six (6) months prior to the expiration of the Initial Term. Additionally, if the Custodian (or any of its affiliates) engages in (i) any act or omission which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, which upon notice the Custodian has not cured within 5 business days or (ii) any act or omission which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement, then each Fund shall have the right to immediately terminate this Agreement.
In the event such notice is given by the Fund, it shall be accompanied by a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, electing to terminate this Agreement and designating a successor Custodian or Custodians, each of which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits.
In the event such notice is given by Custodian, the Fund shall, on or before the termination date, deliver to Custodian a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, designating a successor Custodian or Custodians. In the absence of such designation by the Fund, Custodian may designate a successor Custodian which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall upon receipt of a notice of acceptance by the successor Custodian on that date deliver directly to the successor Custodian all Securities and money then owned by the Fund and held by it as Custodian, after deducting any fees, expenses and other accounts for the payment or reimbursement of which it shall then be entitled.
2. If a successor Custodian is not designated by the Fund or Custodian in accordance with the preceding Section, the Fund shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Securities (other than Securities which cannot be delivered to the Fund) and money then owned by the Fund be deemed to be its own Custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities which cannot be delivered to the Fund to hold such Securities hereunder in accordance with this Agreement.
2. The Agreement shall remain in full force and effect as amended by this Amendment.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 1, 2011.
Each of the registered investment companies or series
thereof listed on Schedule II to the Custody
Agreement, as amended from time to time
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Andrew Pfeifer
Title: Vice President
NINTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, and March 1, 2011, between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add Funds to Schedule II, effective March 25, 2011; and
WHEREAS, the Funds and the Custodian desire to amend the Agreement subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 25, 2011.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Andrew Pfeifer
Title: Vice President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
A. Non-Money Market Funds
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Market Opportunity Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
FUNDS
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Market Opportunity Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
TENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT (“Amendment”) TO THE CUSTODY AGREEMENT dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, March 1, 2011 and March 25, 2011 (the “Agreement”), by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”), and The Bank of New York Mellon (the “Custodian”).
WHEREAS, each Fund is registered as a management investment company, or certain services thereof, under the Investment Company Act of 1940, as amended; and
WHEREAS, the Funds and the Custodian desire to amend the Agreement subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
2. The following article shall be added to the Agreement as a new Article XI “CUSTODY OF LOAN DOCUMENT FILES AND RELATED SERVICES”:
1. As used in this Article XI, the following terms shall have the meanings set forth below:
“Loan Document File” shall mean a hard copy file delivered to and received by Custodian hereunder.
“Loan Documents” shall mean all documents and instruments relating to any Loans (as hereinafter defined), including, without limitation, loan or credit agreements, assignment and acceptance agreements, promissory notes, participation agreements, deeds, mortgages and security agreements contained in a Loan Document File.
“Loans” shall mean the bank loans or loan commitments held in the Fund.
“Servicer” shall mean the agent appointed by the applicable Fund to service the Loans, which initially shall be the Custodian, provided that the parties have entered into a separate loan servicing agreement (the “Loan Servicing Agreement”).
2. It is understood and agreed that unless Custodian and the Fund enter into a duly executed Loan Servicing Agreement, all references to the Servicer hereunder shall refer to a person or entity other than Custodian. Upon execution of such Loan Servicing Agreement, all such references shall be to Custodian.
3. The Servicer, as agent for the Fund, shall be solely responsible for the servicing of all Loans. All payments by or on behalf of borrowers under the Loans received by Custodian shall be credited to the Account.
4. It is understood and agreed that Custodian shall have no responsibility for maintaining any records of account activity relating to each Loan, including without limitation, all amortization schedules, records of transfer, pay-off, assignment, participation, sale, modification, termination or other changes in the Loans, except as provided for in the Loan Servicing Agreement between the Funds and Custodian dated March 25, 2011.
5. Upon origination, modification or other change in any Loan, the Fund shall promptly deliver or cause to be delivered to Custodian all relevant Loan Documents. It is understood and agreed that Custodian will accept any file purporting to be a Loan Document File for custody hereunder “as is” and without any examination. Any duty Custodian may have to review or inspect any Loan Documents or to determine the contents of Loan Document Files shall only be pursuant to the terms and conditions of the Loan Servicing Agreement. No such duties or obligations shall be imposed on Custodian under the Agreement. Under no circumstances will Custodian be required to issue a trust receipt (or similar instrument) with respect to the Loan Document Files or their contents. Account statements will only reflect an inventory of the Loan Document Files that Custodian holds in custody hereunder without any representation as to the contents thereof.
6. No director, officer, employee or agent of the Fund shall have physical access to the Loan Document Files or be authorized or permitted to withdraw any Loan Documents nor shall Custodian deliver any Loan Documents to any such person, unless such access or withdrawal has been duly authorized by a resolution of the board of directors of the Fund. All such access shall be by two or more persons jointly, at least one of whom is an officer of the Fund.
3. All Loan Documents and Loan Document Files in the possession of the Custodian are and shall remain the property of the Fund.
4. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. This Amendment shall become effective as of the date hereof upon execution by the parties hereto. From and after the execution hereof, any reference to the Agreement shall be a reference to the Agreement as amended hereby. In the event of any conflict between the terms of this Amendment and the terms of the Agreement, the terms of the Amendment shall control. Except as amended hereby, the Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties thereto.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 25, 2011.
Each of the registered investment companies or series
thereof listed on Schedule II to the Agreement
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Mary Jean Milner
Title: Vice President
LOAN SERVICING ANNEX AND SUPPLEMENT
TO THE CUSTODY AGREEMENT
This Loan Servicing Annex and Supplement (the “Loan Servicing Agreement”) a part of the Custody Agreement dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, March 1, 2011, and March 25, 2011 (the “Custody Agreement”), between the registered investment companies listed on Schedule II to the Custody Agreement, as may be amended from time to time (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”). Capitalized terms used but not defined shall have the meanings ascribed to them in the Custody Agreement.
WHEREAS, the Funds and the Custodian desire to supplement the Custody Agreement to provide for the servicing of loans held as assets of the Funds, subject to the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises and the agreements, covenants and representations herein contained, the parties hereto agree as follows:
1. The Services. Custodian shall provide to the Funds the services described in Exhibit A attached hereto (which services are hereinafter referred to as the “Services”). The Funds shall, promptly after the date hereof, deliver or cause to be delivered to Custodian copies of all documents and information listed on Schedule II to this Loan Servicing Agreement relating to the loans or loan commitments (the “Loans”) being serviced for the loan portfolio(s) described on Exhibit A-1 (the “Portfolio(s)”).
2. Service Fees. In consideration of the performance of the Services by Custodian, each Fund shall pay Custodian in accordance with the fee arrangements set forth on Schedule I to this Loan Servicing Agreement (the “Service Fees”). Except for such sums as are payable upon the execution hereof, if any, Custodian shall send an invoice for the Service Fees to the applicable Fund within thirty (30) days after the end of each calendar quarter during the term hereof and such invoice shall be payable upon receipt.
3. Delegation. Custodian is hereby authorized to assign its rights and delegate its duties hereunder to a BNY Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder, without any further notice to the Funds. The Funds agree to be bound by all actions taken by such BNY Affiliate pursuant to the preceding sentence to the same extent as if they were taken by Custodian, it being understood and agreed that no such assignment or delegation shall discharge Custodian from its obligations hereunder. Accordingly, Custodian is fully responsible to the Funds for the acts or omissions of such BNY Affiliate under the Agreement to the same extent that Custodian would be liable for such acts or omissions had Custodian not delegated such services to such BNY Affiliate. If so advised by Custodian, the Funds shall provide Instructions or other information directly to such BNY Affiliate rather than to Custodian.
4. Notice of Default. Custodian shall not be deemed to have knowledge or notice of the occurrence of any default or event of default under the Loans unless Custodian has received notice from a Fund referring to this Loan Servicing Agreement, describing such default or event of default and stating that such notice is a “notice of default.” Such notice will be delivered in a manner permitted under the Custody Agreement. Custodian shall take such action with respect to such default or event of default as shall be reasonably directed by such Fund; provided that unless and until Custodian shall have received such directions, Custodian may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such default or event of default as it shall deem advisable in the best interests of such Fund.
5. Non-Reliance by the Funds. The Funds expressly acknowledge that neither Custodian nor any of its officers, directors, employees, agents, attorneys, attorneys-in-fact or affiliates have made any representations or warranties pursuant to this Loan Servicing Agreement and that no act by Custodian hereafter taken, including, without limitation, any review of the affairs of any borrower or any affiliate of any borrower, shall be deemed to constitute any representation or warranty by Custodian with respect to the Loans. The Funds represent to Custodian that they have, independently and without reliance upon Custodian, and based on such documents and information as they shall deem appropriate at the time, made their own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of any borrower and its affiliates and made their own decisions to make and/or purchase the Loans. The Funds also represent that they will, independently and without reliance upon Custodian, and based on such documents and information as they shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action with respect to the Loans, and to make such investigation as they deem necessary to inform them as to the business, operations, property, financial and other condition and creditworthiness of any borrower. Except for notices, reports and other documents expressly required to be furnished to the Funds by the Custodian, Custodian shall not have any duty or responsibility to provide the Funds with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any borrower that may come into the possession of the Custodian or any of its officers, directors, employees, agents, attorneys, attorneys-in-fact or affiliates.
6. Advances. Custodian shall not be obligated to make any advances or make any payments to any party out of its own funds and no provision of this Loan Servicing Agreement or any other document executed in connection herewith shall require Custodian to expend or risk its own funds in the performance of any of its duties hereunder.
7. Event of Default by Custodian. The following shall constitute a “Custodian Event of Default” hereunder:
The commencement of a case or other proceeding seeking liquidation, reorganization or other similar relief with respect to Custodian or its debts under any bankruptcy, insolvency or similar law or seeking the appointment of a receiver, trustee, liquidator, conservator, administrator, custodian or other similar official for Custodian or Custodian’s property and such decree or order shall have remained in force undischarged or unstayed for a period of thirty (30) days.
8. Event of Default by a Fund. The following shall constitute a “Fund Event of Default” hereunder:
The commencement of a case or other proceeding seeking liquidation, reorganization or other similar relief with respect to a Fund or its debts under any bankruptcy, insolvency or similar law or seeking the appointment of a receiver, trustee, liquidator, conservator, administrator, custodian or other similar official for such Fund or such Fund’s property and such decree or order shall have remained in force undischarged or unstayed for a period of thirty (30) days.
9. Remedies.
(a) If a Custodian Event of Default shall occur, the Funds may terminate this Loan Servicing Agreement immediately upon the delivery of written notice to Custodian, and shall, subject to the limitations contained in the Custody Agreement, be entitled to any and all other rights and remedies under law or in equity.
(b) If a Fund Event of Default shall occur, Custodian may terminate this Loan Servicing Agreement and resign immediately upon the delivery of written notice to the Funds, and shall, subject to the limitations contained in the Custody Agreement, be entitled to any and all other rights and remedies under law or in equity.
10. Termination for No Cause. Either Custodian or the Funds may terminate: (a) this Loan Servicing Agreement in its entirety or (b) the Services as to any particular portfolio of loans or as to a loan or loans without terminating this Loan Servicing Agreement in its entirety, for any or no reason upon the providing of ninety (90) days’ advance written notice to the other parties.
11. NOTICE REQUIRED BY THE USA PATRIOT ACT. Each Fund hereby acknowledges that Custodian is subject to federal laws, including the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which Custodian must obtain, verify and record information that allows Custodian to identify its customers. Accordingly Custodian will ask the Funds to provide certain information including, but not limited to, the name of each Fund, physical address, tax identification number and other information that will help Custodian to identify and verify each Fund’s identity such as organizational documents, ownership, certificate of good standing, license to do business, or other pertinent identifying information.
12. Custody Agreement. The parties understand and agree that this Loan Servicing Agreement shall be subject to the term and conditions of the Custody Agreement. In the event of any inconsistency between the terms and conditions of the Custody Agreement and the Loan Servicing Agreement, the terms and conditions of the Loan Servicing Agreement shall govern.
[The Remainder of this page is intentionally left blank]
IN WITNESS WHEREOF, the parties have caused this Loan Servicing Agreement to be executed by their respective officers, thereunto duly authorized, as of March 25, 2011.
THE BANK OF NEW YORK MELLON |
Each of the registered investment companies or series thereof listed on Schedule II to the Custody Agreement |
By: /s/ Mary Jean Milner | By: /s/ Richard A. Novak |
Name: Mary Jean Milner | Name: Richard A. Novak |
Title: Vice President | Title: Treasurer |
EXHIBIT A
Schedule of Services
1. | With respect to the Loans to be serviced hereunder, the parties agree that Custodian shall perform the following services for each Fund whose Portfolio(s) are identified in Exhibit A-1 (the “Services”): |
(a) | Set-Up / File Maintenance. |
(i) | Custodian shall accept from the Fund or its designee, the relevant information pertaining to the Loans, and thereafter maintain paper or electronic copies of same in Custodian’s system, including as available or appropriate, copies of all new assignment and acceptance agreements, participation agreements, funding memoranda, current loan or credit agreements. Copies of such information shall be retained by Custodian for the period(s) required by the Investment Company Act of 1940, as amended, and the rules thereunder. |
(ii) | Enter into the Custodian’s loan tracking system, and maintain a loan database containing information provided to the Custodian from time to time by the Fund or agent banks for the Loans with respect to (i) the obligor name for each Loan, (ii) the principal and interest payments made or to be made on the Loans, (iii) the applicable interest rate, interest rate resets and interest accrual periods of each Loan, (iv) the principal balance of each Loan and (v) the funded and commitment balances of, and commitment fees for, each Loan (“Loan Information”). |
(iii) | Notwithstanding the foregoing, Custodian as servicer for the Loans, shall not be obligated to accept nor be responsible for holding or safekeeping originals of any securities, promissory notes, certificates of equity or debt ownership or obligations, deeds, mortgages, bonds, security agreements, any other type of negotiable instrument, or any other document related to the Loans. |
(iv) | Additionally, the parties agree that, whereas it is necessary hereunder for Custodian to expeditiously obtain and process information, including notices, derived from third-parties, including agents for the Loans, (particularly in connection with providing any reports to the Fund), Custodian shall be entitled to rely upon such third-party information and shall not be required to verify or authenticate in any manner such information. Custodian will be deemed to have acted reasonably in accepting, using and transmitting such information, as contemplated herein. |
(b) Assignments / Pay-Offs / Terminations.
(i) | Custodian shall further maintain records of information it receives regarding the transfer, pay-off, assignment, participation, sale, modification, termination or other changes in the Loans, and reflect such changes in its system, and in the Reports. |
(c) Inquiries/ Record Keeping.
(i) | Custodian shall maintain electronic records of material notices it receives from the administrative agents of the Loans regarding the Loans and transactions with respect to the Loans for a period of seven years from receipt. |
(ii) | Custodian will provide initial response to e-mail or telephone inquiries by the Fund about the Loan within 2 Business Days. |
EXHIBIT A-1
List of Portfolios
Federated Emerging Market Debt Fund
Schedule I
Fee Schedule
Custodian agrees to waive its Service Fees for Services provided to the Federated Emerging Market Debt Fund for the servicing of the following Loan:
Cooperativa dos Agricultores da Regiao de Orlandia (CAROL BL) – Term Loan, 4.050%, 9/28/2011
Asset ID: 1439999D4
Par: 600,000
Schedule II
For each Loan purchased by the Portfolio acquired after the execution of this Loan Servicing Agreement:
1. | Assignment and Acceptance Agreement or Participation Agreement |
2. | Funding Memorandum |
3. | Credit Agreement, if necessary |
4. | Amendments to the Credit Agreement, if any |
5. | Current Amortization Schedule for each Loan, if any |
ELEVENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, March 1, 2011, March 25, 2011 and August 1, 2012, between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to amend the names of certain Funds to Schedule II, effective August 1, 2012; and
WHEREAS, the Funds and the Custodian desire to amend the Agreement subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of August 1, 2012.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Mary Jean Milner
Title: Vice President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 8/1/12
A. Non-Money Market Funds
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Prudent Absolute Return Fund (formerly, Federated Market Opportunity Fund)
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
FUNDS
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Prudent Absolute Return Fund (formerly, Federated Market Opportunity Fund)
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
TWELFTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, March 1, 2011, March 25, 2011, August 1, 2012 and December 31, 2012, between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to amend the names of certain Funds to Schedule II, effective December 31, 2012; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 31, 2012.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By:
Title:
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 12/31/12
A. Non-Money Market Funds
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Absolute Return Fund (formerly, Federated Prudent Absolute Return Fund)
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 12/31/12
FUNDS
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Absolute Return Fund (formerly, Federated Prudent Absolute Return Fund)
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
Execution Copy
THIRTEENTH AMENDMENT
TO CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”):
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010 September 1, 2010, March 1, 2011 and through two separate amendments each on March 25, 2011, between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto (each a “Fund”) and The Bank of New York Mellon (the “Custodian”).
WHEREAS, each Fund is registered as a management investment company, or a series thereof, under the Investment Company Act of 1940, as amended; and
WHEREAS, the Funds and the Custodian desire to amend the Agreement subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Article V of the Agreement is hereby supplemented to include Section 3. As follows:
3. Notwithstanding the foregoing, Custodian will not charge the Fund any overdraft fees, penalties, or related custody charges in connection with any transaction or series of related transactions for which Custodian did not provide Fund with notice, as soon as reasonably practicable under the circumstances, of any refusal to accept or provide a price for an Actionable Trade Request as such term is defined in the FX Standing Instructions Session Range Program Description dated December 18, 2012.
2. The Agreement shall remain in full force and effect as amended by this Amendment.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of September 24, 2013.
Each of the registered investment companies or series thereof listed on Schedule II to the Custody Agreement, as amended from time to time
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice President
Managing Director
FOURTEENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, March 1, 2011, two separate amendments dated March 25, 2011, August 1, 2012, December 31, 2012, September 24, 2013 and April 28, 2014, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to amend the names of certain Funds to Schedule II, effective April 28, 2014; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of April 28, 2014.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Title: Vice President/Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 4/28/14
A. Non-Money Market Funds
Federated Enhanced Treasury Income Fund
Federated Emerging Markets Equity Fund (formerly, Federated Global Equity Fund)
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Absolute Return Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 4/28/14
FUNDS
Federated Enhanced Treasury Income Fund
Federated Emerging Markets Equity Fund (formerly, Federated Global Equity Fund)
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Absolute Return Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
FIFTEENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, March 1, 2011, two separate amendments dated March 25, 2011, August 1, 2012, December 31, 2012, September 24, 2013, April 28, 2014, and December 1, 2014 and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2014.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: Lori A. Hensler
Name: Lori Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Title: Vice President/Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 12/1/14
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Enhanced Treasury Income Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 12/1/14
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Enhanced Treasury Income Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
Sixteenth Amendment to the Custody Agreement
This Sixteenth Amendment to the Custody Agreement, is made on May 14, 2015 with certain varying effective dates with respect to certain entities as set forth herein (this “Amendment”), by and between the registered investment companies listed on Schedule II to the Agreement (as defined below), as may be amended from time to time (each stand-alone registered investment company and each Series a “Fund” and collectively the “Funds”), and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the parties have entered into that certain Custody Agreement, dated June 7, 2005 (as amended fourteen times previously, supplemented and/or restated, the “Agreement”), by and between the Funds and the Custodian;
WHEREAS, the parties previously amended the Agreement to add or modify (1) the section entitled “Earnings Credit Arrangement” in the Fee Schedule for Non-Money Market Funds attached to the Agreement as Exhibit D thereto (“Exhibit D”) and (2) the section entitled “Compensating Balance Arrangement” in the Fee Schedule for Money Market Funds attached to the Agreement as Exhibit E thereto (“Exhibit E”);
WHEREAS, each of the Funds and the Custodian wish to confirm that the “Earnings Credit Arrangement” section in Exhibit D as set forth in Schedule 1 to this Amendment continues to apply to all Non-Money Market Funds to which it currently applies, except as specified below;
WHEREAS, each of the Funds and the Custodian also wish to modify the “Earnings Credit Arrangement” section in Exhibit D as set forth in Schedule 2 to this Amendment with respect to the Non-Money Market Funds identified below and in Schedule 2 to this Amendment; and
WHEREAS, each of the Funds and the Custodian also wish to modify the “Compensating Balance Arrangement” section in Exhibit E as set forth in Schedule 3, Schedule 4 and Schedule 5 to this Amendment with respect to the Money Market Funds identified below and in Schedule 3, Schedule 4 and Schedule 5 to this Amendment.
NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Amendment to Exhibit D. The parties hereby confirm and agree that the “Earnings Credit Arrangement” section in Exhibit D set forth in Schedule 1 to this Amendment continues to apply to all Non-Money Market Funds to which it currently applies, except that, effective from and after April 1, 2014, with respect to Federated Short-Intermediate Duration Municipal Trust and Federated Municipal Ultrashort Fund, such section in Exhibit D will be deleted in its entirety and replaced with the “Compensating Balance Arrangement” section set forth in Schedule 2 to this Amendment.
2. Amendment to Exhibit E. The parties hereby confirm and agree that the “Compensating Balance Arrangement” section in Exhibit E shall be amended as follows:
(a) Effective from and after April 1, 2014, with respect to Federated Capital Reserves Fund and Federated Government Reserves Fund, such section in Exhibit E will be deleted in its entirety and replaced with the “Hard Dollar Compensation Arrangement” section set forth in Schedule 3 to this Amendment;
(b) Effective from and after April 1, 2014, with respect to Federated Municipal Trust, such section in Exhibit E will be deleted in its entirety and replaced with the “Compensating Balance Arrangement” section set forth in Schedule 4 to this Amendment;
(c) Effective from and after June 1, 2014, with respect to US Treasury Cash Reserves, Automated Government Cash Reserves, and Government Obligations Tax Managed Fund, such section in Exhibit E will be deleted in its entirety and replaced with the “Compensating Balance Arrangement” section set forth in Schedule 5 to this Amendment.
3. Miscellaneous. This Amendment constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto. The Agreement, as amended hereby, shall remain in full force and effect. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but such counterparts shall, together, constitute only one instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party. This Amendment shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
THE BANK OF NEW YORK MELLON | EACH OF THE REGISTERED INVESTMENT COMPANIES OR SERIES THEREOF LISTED ON SCHEDULE II TO THE AGREEMENT |
By: /s/ Armando Fernandez | By: /s/ Lori A. Hensler |
Name: Armando Fernandez |
Name: Lori A. Hensler |
Title: Vice President/Managing Director |
Title: Treasurer for the Funds |
SCHEDULE 1
[ ]
SCHEDULE 2
“COMPENSATING BALANCE ARRANGEMENT” SECTION IN EXHIBIT D
AS APPLICABLE TO FEDERATED SHORT-INTERMEDIATE DURATION MUNICIPAL TRUST AND FEDERATED MUNICIPAL ULTRASHORT FUND
Compensating Balance Arrangement
Each Fund and The Bank of New York Mellon (the “Bank”) have entered into an average compensating balance arrangement, which would allow a Fund to compensate the Bank for any overdrafts by maintaining a positive cash balance and conversely, on any day a Fund maintains a positive balance, the respective Fund will be permitted to overdraw the account as compensation, within the Maximum Daily Balance limits as established for each Fund as listed below.
In each instance, Federal Reserve requirements for minimum balances (currently 10%), will be assessed. Therefore, all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of up to 90% of the total (unless the positive balance is the result of an error on the part of the Bank, in which case the positive balance would be assessed at 100%). The Funds shall maintain the average compensating balance over quarterly periods (ending March, June, September, and December). Average balances will be computed at the end of the quarter. Net negative balances will be charged at the Fed Funds rate plus 1% on the last day of the period. Quarterly net charges will be applied to the safekeeping fees. Credit is not given for net positive balances.
Maximum Daily Balance (“MDB”) limits have been determined for each Fund. On days where a Fund exceeds its MDB, interest will be charged on 100% of the excess overdraft balance at the Fed Funds rate plus 1%, based on the day(s) the MDB was exceeded.
Maximum Daily Balance +/- $25 million
Federated Short-Intermediate Duration Municipal Trust
Federated Municipal Ultrashort Fund
SCHEDULE 3
“HARD DOLLAR COMPENSATION ARRANGEMENT” SECTION IN EXHIBIT E
AS APPLICABLE TO Federated
Capital Reserves Fund and
Federated Government Reserves Fund
Hard Dollar Compensation Arrangement
Each Fund and The Bank of New York Mellon (the “Bank”) have entered into a hard dollar compensation arrangement with respect to overdrafts as follows: (1) 100% of overdrawn balances with respect to a particular Fund will be charged at a rate of 50 basis points over the Fed Funds rate; (2) Monthly, such charge with respect to a particular Fund will be applied to such Fund’s safekeeping fees; and (3) Positive balances with respect to a Fund earn zero compensation.
SCHEDULE 4
“COMPENSATING BALANCE ARRANGEMENT” SECTION IN EXHIBIT E
AS APPLICABLE TO FEDERATED MUNICIPAL TRUST
Compensating Balance Arrangement
The Fund and The Bank of New York Mellon (the “Bank”) have entered into an average compensating balance arrangement, which would allow the Fund to compensate the Bank for any overdrafts by maintaining a positive cash balance and conversely, on any day the Fund maintains a positive balance, the Fund will be permitted to overdraw the account as compensation, within the Maximum Daily Balance limits as established for the Fund as listed below.
In each instance, Federal Reserve requirements for minimum balances (currently 10%), will be assessed. Therefore, all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of up to 90% of the total (unless the positive balance is the result of an error on the part of the Bank, in which case the positive balance would be assessed at 100%). The Fund shall maintain the average compensating balance over quarterly periods (ending March, June, September, and December). Average balances will be computed at the end of the quarter. Net negative balances will be charged at the Fed Funds rate plus 1% on the last day of the period. Quarterly net charges will be applied to the safekeeping fees. Credit is not given for net positive balances.
Maximum Daily Balance (“MDB”) limits have been determined for the Fund. On days where the Fund exceeds its MDB, interest will be charged on 100% of the excess overdraft balance at the Fed Funds rate plus 1%, based on the day(s) the MDB was exceeded.
Maximum Daily Balance +/- $25 million
Federated Municipal Trust
SCHEDULE 5
“COMPENSATING BALANCE ARRANGEMENT” SECTION IN EXHIBIT E
AS APPLICABLE TO US TREASURY CASH RESERVES, AUTOMATED GOVERNMENT CASH RESERVES, AND GOVERNMENT OBLIGATIONS TAX MANAGED FUND
Compensating Balance Arrangement
Each Fund and The Bank of New York Mellon (the “Bank”) have entered into an average compensating balance arrangement, which would allow a Fund to compensate the Bank for any overdrafts by maintaining a positive cash balance and conversely, on any day a Fund maintains a positive balance, the respective Fund will be permitted to overdraw the account as compensation, within the Maximum Daily Balance limits as established for each Fund as listed below.
In each instance, Federal Reserve requirements for minimum balances (currently 10%), will be assessed. Therefore, all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of up to 90% of the total (unless the positive balance is the result of an error on the part on the Bank, in which case the positive balance would be assessed at 100%). The Funds shall maintain the average compensating balance over quarterly periods (ending February, May, August, and November). Average balances will be computed at the end of the quarter. Net negative balances will be charged at the Fed Funds rate plus 1% on the last day of the period. Quarterly net charges will be applied to the safekeeping fees. Credit is not given for net positive balances.
Maximum Daily Balance (“MDB”) limits have been determined for each Fund. On days where a Fund exceeds its MDB, interest will be charged on 100% of the excess overdraft balance at the Fed Funds rate plus 1%, based on the day(s) the MDB was exceeded.
Maximum Daily Balance +/- $150 million
Federated U.S. Treasury Cash Reserves
Maximum Daily Balance +/- $100 million
Federated Government Obligations Tax Managed Fund
Maximum Daily Balance +/- $25 million
Federated Automated Government Cash Reserves
SEVENTEENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of June 26, 2015.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Title: Vice President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 6/26/15
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Enhanced Treasury Income Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 6/26/15
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Enhanced Treasury Income Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Eighteenth Amendment to the Custody Agreement
This Eighteenth Amendment to the Custody Agreement, is effective as of May 1, 2016 (this “Amendment”), by and between the registered investment companies listed on Schedule II to the Agreement (as defined below), as may be amended from time to time (each stand-alone registered investment company and each Series a “Fund” and collectively the “Funds”), and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the parties have entered into that certain Custody Agreement, dated June 7, 2005 (as amended seventeen times previously, supplemented and/or restated, the “Agreement”), by and between the Funds and the Custodian;
WHEREAS, the parties have previously amended the Agreement with respect to various overdraft and compensating balance arrangements set forth in the Fee Schedule for Non-Money Market Funds attached to the Agreement as Exhibit D thereto (“Exhibit D”) and the Fee Schedule for Money Market Funds attached to the Agreement as Exhibit E thereto (“Exhibit E”), including to add or modify various “Earnings Credit Arrangements,” “Compensating Balance Arrangements” and “Hard Dollar Compensation Arrangements”; and
WHEREAS, each of the Funds and the Custodian wish to amend the overdraft and compensating balance arrangements between each of the Funds and the Custodian, including as set forth in the “Earnings Credit Arrangements,” “Compensating Balance Arrangements” and “Hard Dollar Compensation Arrangements” set forth in Exhibit D and Exhibit E, as set forth below.
NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
4. Amendment. The parties hereby confirm and agree that the overdraft and compensating balance arrangements between each of the Funds and the Custodian, including as set forth in the “Earnings Credit Arrangements,” “Compensating Balance Arrangements” and “Hard Dollar Compensation Arrangements” set forth in Exhibit D and Exhibit E, are hereby amended and restated to provide as follows:
Each Fund and the Custodian have entered into the following arrangement, which is applicable separately with respect to each separate Fund:
(1) | On a daily basis, 100% of overdrawn balances with respect to the Fund will be charged at a rate of 175 basis points over the daily effective Fed Funds rate, such charges to be applied to the Fund’s safekeeping fees on a monthly basis. |
(2) | On a daily basis, 90% of positive end of day balances with respect to the Fund will earn a credit at a rate of the greater of 0 or the daily effective Fed Funds rate less 50 basis points, such credits to be applied to the Fund’s safekeeping fees on a monthly basis. |
(3) | On a monthly basis, the net resultant charge or credit will be applied to the Fund’s safekeeping fees. Net credits that exceed the monthly safekeeping fees may be carried over into the next billing period at the discretion of the Custodian. |
(4) | The Funds will not be responsible for overdrafts resulting from errors or corrections by the Custodian in the reporting of available cash balances for which the Custodian is responsible under the Agreement. |
5. Miscellaneous. This Amendment constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto. The Agreement, as amended hereby, shall remain in full force and effect. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but such counterparts shall, together, constitute only one instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party. This Amendment shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
THE BANK OF NEW YORK MELLON EACH OF THE REGISTERED INVESTMENT COMPANIES OR SERIES THEREOF LISTED ON SCHEDULE II TO THE AGREEMENT
By: _/s/ Armando Fernandez_____________ By: __/s/ Lori A. Hensler______
Title: Vice President, Managing Director Title: Treasurer for the Funds
NINETEENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to amend the names to certain Funds and add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2016.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori Hensler
Name: Lori Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 12/1/16
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund (formerly Federated International Bond Fund)
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large-Cap Value Fund (formerly Federated MDT Stock Trust)
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 12/1/16
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund (formerly Federated International Bond Fund)
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large-Cap Value Fund (formerly Federated MDT Stock Trust)
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
TWENTIETH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to amend the names of certain Funds, to add certain Funds to, and to remove certain Funds from Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of August 1, 2017.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 8/1/17
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large-Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
*a portfolio of Federated MDT Equity Trust to be effective August 31, 2017
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 8/1/17
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large-Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
*a portfolio of Federated MDT Equity Trust to be effective August 31, 2017.
TWENTY-FIRST AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to remove certain Funds from Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of October 1, 2017.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 10/1/17
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large-Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
*a portfolio of Federated MDT Equity Trust became effective August 31, 2017
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 10/1/17
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large-Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*a portfolio of Federated MDT Equity Trust became effective August 31, 2017.
TWENTY-SECOND AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to remove certain Funds from Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2017.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 12/1/17
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
*a portfolio of Federated MDT Equity Trust became effective August 31, 2017
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 12/1/17
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*a portfolio of Federated MDT Equity Trust became effective August 31, 2017.
TWENTY-THIRD AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010 September 1, 2010, March 1, 2011, two separate amendments dated March 25, 2011, August 1, 2012, December 31, 2012, September 24, 2013, April 28, 2014, December 1, 2014, May 14, 2015, June 26, 2015, May 1, 2016, December 1, 2016, August 1, 2017, October 1, 2017 and December 1, 2017 between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto (each a "Fund") and The Bank of New York Mellon (the "Custodian").
WHEREAS, each Fund is registered as a management investment company, or a series thereof, under the Investment Company Act of 1940, as amended; and
WHEREAS, the Funds and the Custodian desire to amend the Agreement subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Section 3 of Article V of the Agreement is hereby deleted in its entirety and replaced with the following language:
3. Notwithstanding the foregoing, Custodian will not charge the Fund any overdraft fees, penalties, or related custody charges in connection with any transaction or series of related transactions for which Custodian did not provide Fund with notice, as soon as reasonably practicable under the circumstances, of any refusal to accept or provide a price for an Actionable Trade Request as such term is defined in the FX Standing Instructions Session Range Program Description, dated March 25, 2016 or the FX Benchmark Pricing Program Description, dated March 25, 2016, as applicable.
2. The Agreement shall remain in full force and effect as amended by this Amendment.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 16, 2018.
Each of the registered investment companies or series thereof listed on Schedule II to the Custody Agreement, as amended from time to time.
By: /s/ Lori A. Hensler
Name: Lori Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: _/s/ Armando Fernandez
Name: Armando Fernandez
Title: Managing Director
AMENDMENT TO TERMS OF
FOREIGN EXCHANGE BENCHMARK PRICING PROGRAM
AND
FOREIGN EXCHANGE STANDING INSTRUCTION SESSION RANGE PROGRAM
FX PROGRAM SELECTION FORM
Federated Investment Management Company (“Federated”) has received the FX Standing Instructions Session Range Program Description, dated March 25, 2016 (as amended from time to time, the “Session Range Program Description”), and the FX Standing Instructions Benchmark Pricing Program Description, dated March 25, 2016 (as amended from time to time, the “Benchmark Program Description” and collectively with the Session Range Program Description, the “Documents”).
Capitalized Terms not otherwise defined herein shall bear the meanings given to them in the Session Range Program Description or Benchmark Program Description, as applicable.
The parties agree that the terms of the Documents are amended as described herein:
We are requiring you to apply Netting across different Customers. We have specified the exact legal names associated with each account in Exhibit B and provided that we have elected to apply Netting across different Customers, the following Indemnity shall apply:
Indemnity
The accounts listed in Exhibit B do not belong to the same Customer, they belong to various Customers. In consideration of making Netting available across the accounts of various Customers and enabling the FX trading activity of one Customer to benefit another Customer, we agree to indemnify and hold BNY Mellon and any affiliate of BNY Mellon harmless from and against any claim, loss, liability, damage, cost or expense of any nature whatsoever (including reasonable attorneys’ fees and expenses as they become due), arising out of or related to any claim of breach of any Law in connection with the Netting across the accounts of various Customers. "Law" means any law, rule or regulation, including without limitation the Investment Company Act of 1940, Employee Retirement Income Securities Act of 1974, each as amended, or any successor federal statute.
BNY Mellon: Ed McGann
BNY Mellon Asset Servicing
101 Barclay St., 3rd Floor
New York, NY 10286
Tel 212-815-5493
Edward.mcgann@bnymellon.com
Federated: Lori Hensler
Federated Investment Management Company
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Tel 412-288-1277
lhensler@federatedinv.com
Tim Trebilcock
Federated Investment Management Company
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Tel 412-288-2954
ttrebilcock@federatedinv.com
11. | This agreement will be governed by and construed in accordance with the law of the State of New York (without reference to choice of law doctrine). Each party hereby waives the right to trial by jury in any action or proceeding instituted with respect to this agreement. |
[Remainder of this page is intentionally left blank.]
Accepted and Agreed: | ||
Federated Investment Management Company | The Bank of New York Mellon | |
By: /s/ John B. Fisher
|
By: /s/ Edward G. McGann | |
Name: John B. Fisher | Name: Edward G. McGann | |
Title: President | Title: Managing Director | |
Date: April 26, 2018 | Date: April 24, 2018 |
EXHIBIT A
FX Program Selection Form
Version Date: 17th July, 2014
1.
2.
* Max size is 35 alphanumeric characters
3.
* Please note that the Questionnaire contains dropdown menus
4.
We hereby confirm, that the information provided in this Questionnaire is correct, and that any future amendments must be notified to BNY Mellon in writing.
FX Program Selection Form - For Asset Owner to complete
***** Please fully complete the Questionnaire, then sign and return (including the original excel file) to FXPricingProgramElections@bnymellon.com*****
FX Program Selection Form - For Asset Owner to complete | |
We understand that The Bank of New York Mellon (“BNY Mellon”) offers two standard pricing options for custody related Foreign Exchange (FX): (1) the Session Range Program; and (2) the Defined Spread Program. There is an additional alternative pricing option called FX Benchmark Pricing which applies to developed market currencies only as defined in its latest Program Description.
We understand that if we do not specifically select the Defined Spread Program or the FX Benchmark Pricing option, or fail to execute an FX Program Election Form, any custody related foreign exchange instructions we send will be priced either in accordance with another arrangement to which we and BNY Mellon have agreed or if no such agreement has occured, such instructions will be priced in accordance with BNY Mellon's then-applicable default program for handling such instructions. Currently, Session Range is the default program for handling such instructions.
If we have any questions concerning BNY Mellon’s FX pricing options, we shall contact our Relationship Manager. We are instructing BNY Mellon to price FX transactions involving the currency pairs as specified below (please select one of the following): For FX transactions involving two Developed Market currencies: |
|
Developed Market currencies mean each of the following (ISO Codes): AUD, CAD, CHF, CZK, DKK, EUR, GBP, HKD, HUF, ILS, JPY, MXN, NOK, NZD, PLN, RON, SEK, SGD, TRY, USD , ZAR. | |
Please select the service offering to apply to custody related FX | FX Benchmark Pricing |
https://workbench.bnymellon.com/reference/wb_reference.jsp#mfep |
Fixing Time 4:00 PM EST (20L – London Close) |
We, the undersigned Customer, have received the latest version of the FX Benchmark Pricing Program Description available at the above web link. We are directly dealing with you, BNY Mellon, on our own behalf and/or have appointed one or more investment advisers or investment managers (a “Manager”) as our agents to deal with you, as we have notified you in writing from time to time. We on our own behalf agree that each Customer identified as part of this set up form will engage in FX Transactions with you under the FX Benchmark Pricing Program (as described in the Program Description), for those trade requests identified in the Program Description. We understand that in addition to this form, we (if applicable) may have to sign other administrative forms to participate in the service. |
|
For FX transactions involving one or more Emerging Market currencies: |
|
Emerging Market currencies mean any other currency that is not a Developed Market currency. | |
Please select the service offering to apply to custody related FX | Session Range (Default) |
We, the undersigned Customer, have received the latest version of the Session Range Program Description available at the above web link. We are directly dealing with you, BNY Mellon, on our own behalf and/or have appointed one or more investment advisers or investment managers (a “Manager”) as our agents to deal with you, as we have notified you in writing from time to time. We on our own behalf agree that each Customer identified as part of this set up form will engage in FX Transactions with you under the Session Range Pricing Program (as described in the Program Description), for those trade requests identified in the Program Description. We understand that in addition to this form, we (if applicable) may have to sign other administrative forms to participate in the service. |
|
Federated Investment Management Company
By: /s/ John B. Fisher |
|
Please complete the Account List tab. |
Title: Date: |
FX Program Election
FX Program Selection Form - Account List - For Asset Owner to complete
We understand that BNY Mellon offers Price Netting (as defined in the relevant program description) to foreign exchange transactions ("FX Transactions") at the legal entity level (across accounts of the same legal entity) provided that we direct BNY Mellon as to which accounts belong to the respective legal entity (which can be provided below). Without such direction, Price Netting will default to the account level.
Please select the netting option to be applied to the FX Program group (Choose drop-down option) |
Across Accounts of the Same Legal Entity |
If we apply "Netting Across Accounts of Different (but related) Legal Entities", then the following indemnity shall apply:
Indemnity
The accounts listed in the account list do not belong to the same Customer, they belong to various Customers. In consideration of making Netting available across the accounts of various Customers and enabling the FX trading activity of one Customer to benefit another Customer, we agree to indemnify and hold BNY Mellon and any affiliate harmless from and against any claim, loss, liability, damage, cost or expense of any nature whatsoever (including reasonable attorneys’ fees and expenses as they become due), arising out of or related to any claim of breach of any Law in connection with the Netting across the accounts of various Customers. "Law" means any law, rule or regulation.
Account List
EXHIBIT B
List of Customers
Account Name | Account Number | Legal Entity Name | |
157877 | FARF | FEDERATED ABSOLUTE RETURN FUND | |
557219 | FEMDF | FEDERATED EMERGING MARKET DEBT FUND | |
385540 | FGSVF | FEDERATED GLOBAL STRATEGIC VALUE DIVIDEND FUND | |
557217 | FGTRB | FEDERATED GLOBAL TOTAL RETURN BOND FUND | |
557218 | FIBSP | FEDERATED INTERNATIONAL BOND STRATEGY PORTFOLIO | |
557242 | FIDSP | FEDERATED INTERNATIONAL DIVIDEND STRATEGY PORTFOLIO | |
557220 | FILF | FEDERATED INTERNATIONAL LEADERS FUND | |
|
|||
By:/s/ John B. Fisher | |||
Name: John B. Fisher | |||
Title: President | |||
Date: April 26, 2018 | |||
TWENTY-FOURTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to remove certain Funds from Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of April 1, 2018.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised April 1, 2018
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised April 1, 2018
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
TWENTY-FIFTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds and remove certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of September 1, 2018.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised September 1, 2018
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes SDG Engagement Equity Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised September 1, 2018
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes SDG Engagement Equity Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
TWENTY-SIXTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2018.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By /s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised December 1, 2018
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised December 1, 2018
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
TWENTY-SEVENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 1, 2019.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By /s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ James Farrell
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised March 1, 2019
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised March 1, 2019
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
TWENTY-EIGHTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of April 1, 2019.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By:/s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ James Farrell
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised April 1, 2019
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
*The effective date of the Amendment is April 1, 2019, except that with respect to such Funds, it is acknowledged that BNYM may be required to establish procedures in its trade settlement system with respect to trades executed between March 28 and March 29, 2019 that may settle between April 1 and April 2, 2019. Only with respect to these Funds and these very limited services, will the parties agree to abide by the terms of the Agreement prior to April 1, 2019.
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised April 1, 2019
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
TWENTY-NINTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of June 1, 2019.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: James Farrell
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised June 1, 2019
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised June 1, 2019
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
THIRTIETH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to remove certain Funds and add certain other funds to the Schedules;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of September 1, 2019.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ James Farrell
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised September 1, 2019
A. Non-Money Market Funds
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised September 1, 2019
FUNDS
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
THIRTY-FIRSTAMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds and add certain other funds to the Schedules;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 1, 2020.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Deborah Molini Kraus
Name: Deborah Molini Kraus
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ James Farrell
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised March 1, 2020
A. Non-Money Market Funds
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised March 1, 2020
FUNDS
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
THIRTY-SECOND AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add Hermes to certain fund names change and change the names on other funds to the Schedules;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of June 29, 2020.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ James Farrell
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised June 29, 2020
A. Non-Money Market Funds
Federated Hermes Emerging Market Debt Fund
Federated Hermes Emerging Markets Equity Fund
Federated Hermes Intermediate Municipal Fund
Federated Hermes Global Strategic Value Dividend Fund
Federated Hermes Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Developed Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated Hermes International Bond Strategy Portfolio
Federated Hermes International Dividend Strategy Portfolio
Federated Hermes International Equity Fund
Federated Hermes International Growth Fund
Federated Hermes International Leaders Fund
Federated Hermes International Small-Mid Company Fund
Federated Hermes International Strategic Value Dividend Fund
Federated Hermes Max-Cap Index Fund
Federated Hermes MDT Large Cap Value Fund
Federated Hermes Mid-Cap Index Fund
Federated Hermes Michigan Intermediate Municipal Fund
Federated Hermes Muni and Stock Advantage Fund
Federated Hermes Municipal High Yield Advantage Fund
Federated Hermes Municipal Ultrashort Fund
Federated Hermes Municipal Bond Fund, Inc.
Federated Hermes Ohio Municipal Income Fund
Federated Hermes Pennsylvania Municipal Income Fund
Federated Hermes Premier Municipal Income Fund
Federated Hermes Short-Intermediate Duration Municipal Fund
Federated Hermes Strategic Value Dividend Fund
B. Money Market Funds
Federated Hermes Capital Reserves Fund
Federated Hermes Government Obligations Tax-Managed Fund
Federated Hermes Government Reserves Fund
Federated Hermes U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised June 29, 2020
FUNDS
Federated Hermes Emerging Market Debt Fund
Federated Hermes Emerging Markets Equity Fund
Federated Hermes Intermediate Municipal Fund
Federated Hermes Global Strategic Value Dividend Fund
Federated Hermes Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Developed Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated Hermes International Bond Strategy Portfolio
Federated Hermes International Dividend Strategy Portfolio
Federated Hermes International Equity Fund
Federated Hermes International Growth Fund
Federated Hermes International Leaders Fund
Federated Hermes International Small-Mid Company Fund
Federated Hermes International Strategic Value Dividend Fund
Federated Hermes Max-Cap Index Fund
Federated Hermes MDT Large Cap Value Fund
Federated Hermes Mid-Cap Index Fund
Federated Hermes Michigan Intermediate Municipal Fund
Federated Hermes Muni and Stock Advantage Fund
Federated Hermes Municipal High Yield Advantage Fund
Federated Hermes Municipal Ultrashort Fund
Federated Hermes Municipal Bond Fund, Inc.
Federated Hermes Ohio Municipal Income Fund
Federated Hermes Pennsylvania Municipal Income Fund
Federated Hermes Premier Municipal Income Fund
Federated Hermes Short-Intermediate Duration Municipal Fund
Federated Hermes Strategic Value Dividend Fund
1 Fee is expressed in basis points (b.p.) per annum where 1b.p. equals one hundredth of one percent (i.e. 0.01%) and is calculated based upon month-end market value, unless stated otherwise.
2 A transaction is defined as a receipt or deliver-versus-payment, a free receive or deliver, maturities, or security transaction related to corporate events.
3 Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge (surcharge schedule available upon request). NOTE: For all other markets listed above, surcharges may apply if a security is held outside of the local market.
4 This fee will be applicable for assets held on The Bank of New York Mellon’s custody or accounting systems but not held in custody within The Bank of New York Mellon’s network of subcustodian banks and agents.
1 Fee is expressed in basis points (b.p.) per annum where 1b.p. equals one hundredth of one percent (i.e. 0.01%) and is calculated based upon month-end market value, unless stated otherwise.
2 A transaction is defined as a receipt or deliver-versus-payment, a free receive or deliver, maturities, or security transaction related to corporate events.
3 Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge (surcharge schedule available upon request). NOTE: For all other markets listed above, surcharges may apply if a security is held outside of the local market.
4 This fee will be applicable for assets held on The Bank of New York Mellon’s custody or accounting systems but not held in custody within The Bank of New York Mellon’s network of subcustodian banks and agents
5 A transaction is defined as a receipt or deliver-versus-payment, a free receive or deliver, maturities, or security transaction related to corporate events.
6 Fee is expressed in basis points (b.p.) per annum where 1b.p. equals one hundredth of one percent (i.e. 0.01%) and is calculated based upon month-end market value, unless stated otherwise.
7 Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge (surcharge schedule available upon request). NOTE: For all other markets listed above, surcharges may apply if a security is held outside of the local market.
8 This fee will be applicable for assets held on The Bank of New York Mellon’s custody or accounting systems but not held in custody within The Bank of New York Mellon’s network of subcustodian banks and agents.
Exhibit 28 (h)(4) under Form N-1A
Exhibit 10 under item 601/REG. S-K
FUND ACCOUNTING AGREEMENT
THIS AGREEMENT dated as of March 1, 2011 is made, severally and not jointly (except that the parties agree that the calculation required by paragraph 31 hereunder shall be joint and not several) by and between the registered investment companies listed on Schedule I to this Agreement, as it may be amended from time to time (each stand-alone registered investment company and each series company of a registered investment company a “Fund” and collectively the “Funds”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business, having its principal place of business at One Wall Street, New York, New York 10286 (hereinafter called the “Bank”).
WITNESSETH:
In consideration of the mutual agreements herein contained, the Funds and the Bank hereby agree as follows:
1. The Funds hereby appoint the Bank to perform the duties hereinafter set forth.
2. The Bank hereby accepts appointment and agrees to perform the duties hereinafter set forth.
3. Subject to the provisions of paragraphs 4 and 5 below, the Bank shall compute the net asset value per share of each class of shares of each Fund listed on Schedule I hereto (all references to “Fund” shall be deemed to include all classes of the Fund) and shall value the securities held by each Fund (the “Securities”) at such times and dates and in the manner specified in the then currently effective registration statement or offering memorandum (the “Offering Materials”) of each Fund, except that notwithstanding any language in the Offering Materials, in no event shall the Bank be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for each Fund. However, the Bank agrees to incorporate into its calculation of a Fund’s net asset value any price or factor given by a Fund or by a third party valuation service upon instruction by a Fund.
4. To the extent valuation of Securities or computation of a Fund’s net asset value as specified in the Fund’s then currently effective Offering Materials is at any time inconsistent with any applicable laws or regulations, the Fund shall immediately so notify the Bank in writing and thereafter shall either furnish the Bank at all appropriate times with the values of such Securities and each Fund’s net asset value, or subject to the prior approval of the Bank, instruct the Bank in writing to value the Securities and compute each Fund’s net asset value in a manner which the Fund then represents in writing to be consistent with all applicable laws and regulations. A Fund may also from time to time, subject to the prior approval of the Bank, instruct the Bank in writing to compute the value of the Securities or a Fund’s net asset value in a manner other than as specified in paragraph 3 of this Agreement. By giving such instruction, the Fund shall be deemed to have represented that such instruction is consistent with all applicable laws and regulations and the then currently effective Offering Materials of the Fund. The Fund shall have sole responsibility for determining the method of valuation of Securities and the method of computing each Fund’s net asset value.
5. The Fund shall furnish the Bank with any and all instructions, explanations, information, specifications and documentation as deemed reasonably necessary by the Bank in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund’s liabilities and expenses. The Bank shall not be required to include as a Fund’s liabilities and expenses, nor as a reduction of net asset value, any accrual for any federal, state, or foreign income taxes unless the Fund shall have specified to the Bank the precise amount of the same to be included in liabilities and expenses or used to reduce net asset value. In calculating the prices for Securities the Bank will use the price services authorized by an authorized person for a Fund listed on Appendix B to this Agreement (“Authorized Persons List”). Such authorized person shall provide the list of authorized pricing services to the Bank in a writing signed by such authorized person substantially in the form of Appendix C to this Agreement. The Bank shall be entitled to rely on the last Appendix C signed by an authorized person actually received by the Bank. A Fund shall also furnish the Bank with bid, offer, or market values of Securities if the Bank notifies the Fund that same are not available to the Bank from a Fund’s Authorized Pricing Services. At any time and from time to time, a Fund also may furnish the Bank with bid, offer, or market values of Securities and instruct the Bank to use such information in its calculations hereunder.
6. The Bank shall advise the Fund, the Fund’s custodian and the Fund’s transfer agent of the net asset value of each Fund upon completion of the computations required to be made by the Bank pursuant to this Agreement.
7. The Bank shall, as agent for the Fund, maintain and keep current the books, accounts and other documents, if any, and perform the additional duties, listed in Appendix A hereto and made a part hereof, as such Appendix A may be amended from time to time. Such books, accounts and other documents shall be made available upon reasonable request for inspection by officers, employees and auditors of a Fund during the Bank’s normal business hours, and shall be preserved for a period of seven (7) years. The Bank and the Fund’s intend to enter into a Service Level Guidelines Agreement (“SLA”), that may be amended from time to time by the parties, that will outline the Fund’s expectations with respect to specific services to be provided by the Bank and the operational mechanics of providing such services.
8. All records maintained and preserved by the Bank pursuant to this Agreement which a Fund is required to maintain and preserve in accordance with the above-mentioned Rules shall be and remain the property of a Fund and shall be surrendered to a Fund promptly upon request in the form in which such records have been maintained and preserved. Upon reasonable request of a Fund, the Bank shall provide in hard copy or electronic format, whichever the Bank shall elect, any records included in any such delivery which are maintained by the Bank on a computer disc, or are similarly maintained, and a Fund shall reimburse the Bank for its expenses of providing the same.
9. The Bank, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all instructions, explanations, information, specifications and documentation furnished to it by the Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such instructions, explanations, information, specifications or documentation, including, without limitation, evaluations of Securities; the amounts or formula for calculating the amounts and times of accrual of a Fund’s liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of Securities; the amounts receivable or amounts payable for the sale or redemption of Fund shares effected by or on behalf of the Fund. In the event the Bank’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of Securities or other assets, or accruals of interest or earnings thereon, from Authorized Pricing Services, the Bank shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information.
10. The Bank shall not be required to inquire into any valuation of Securities or other assets by a Fund or any third party described in preceding paragraph 9 hereof, even though the Bank in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers.
11. The Bank, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by a Fund.
12. The Bank shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions; loss, malfunctions of utilities or communication services, accidents; labor disputes; acts of civil or military authority or governmental actions. Nor shall the Bank be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than the Bank to supply any instructions, explanations, information, specifications or documentation deemed reasonably necessary by the Bank in the performance of its duties under this Agreement.
13. No provision of this Agreement shall prevent the Bank from offering services similar or identical to those covered by this Agreement to any other corporations, associations or entities of any kind. Any and all operational procedures, techniques and devices developed by the Bank in connection with the performance of its duties and obligations under this Agreement, including those developed in conjunction with a Fund, shall be and remain the property of the Bank, and the Bank shall be free to employ such procedures, techniques and devices in connection with the performance of any other contract with any other person whether or not such contract is similar or identical to this Agreement.
14. The Bank may, with respect to questions of law, apply to and obtain the advice and opinion of counsel to the independent trustees of a Fund or counsel that is mutually agreed upon by a Fund and Bank and shall be entitled to rely on the advice or opinion of such counsel.
15. The Bank shall be entitled to rely upon any oral instructions received by the Bank and reasonably believed by the Bank to be given by or on behalf of a Fund, even if the Bank subsequently receives written instructions contradicting such oral instructions. The books and records of the Bank with respect to the content of any oral instruction shall be binding and conclusive.
16. Notwithstanding any other provision in this Agreement, the Bank shall have no duty or obligation with respect to, including without limitation, any duty or obligation to determine, or advise or notify a Fund of: (a) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund; (b) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (c) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to its shareholders; or (d) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto.
17. The Bank shall be held to a standard of reasonable care in carrying out the provisions of this Agreement except as otherwise provided in this Agreement. The Bank shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Fund, or for any delays caused by circumstances beyond the Bank’s control, unless such loss, damage or expense arises out of the negligence or willful misconduct of the Bank. In no event shall the Bank be liable to the Funds or any third party for special, indirect, or consequential damages, or for lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action.
18. Without limiting the generality of the foregoing, the Fund shall indemnify the Bank against and save the Bank harmless from any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following:
(a) Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to the Bank by any third party described in preceding paragraph 9 hereof or by or on behalf of a Fund;
(b) Action or inaction taken or omitted to be taken by the Bank pursuant to written or oral instructions of the Fund or otherwise without negligence or willful misconduct;
(c) Any action taken or omitted to be taken by the Bank in good faith in accordance with the advice or opinion of counsel for the independent trustees of a Fund;
(d) Any improper use by a Fund or its agents, distributor or investment advisor of any valuations or computations supplied by the Bank pursuant to this Agreement;
(e) The method of valuation of the Securities, provided that such valuation is carried out in accordance with preceding paragraph 5 of this Agreement, and the method of computing each Fund’s net asset value; or
(f) Any valuations of Securities or net asset value provided by the Fund.
19. In consideration for all of the services to be performed by the Bank as set forth herein the Bank shall be entitled to receive reimbursement for all out-of-pocket expenses and such compensation as may be agreed upon in writing from time to time between the Bank and the Fund.
20. Attached hereto as Appendix B is a list of persons duly authorized to give any written or oral instructions, or written or oral specifications, by or on behalf of the Fund. From time to time the Fund may deliver a new Appendix B to add or delete any person and the Bank shall be entitled to rely on the last Appendix B actually received by the Bank.
21. The Fund represents and warrants to the Bank that it has all requisite power to execute and deliver this Agreement, to give any written or oral instructions contemplated hereby, and to perform the actions or obligations contemplated to be performed by it hereunder, and has taken all necessary action to authorize such execution, delivery, and performance.
22. The Bank represents and warrants to each Fund that:
(a) it has all requisite powers to execute and deliver this Agreement and to perform the actions or obligations contemplated to be performed by it hereunder, and has taken all necessary action to authorize such execution, delivery and performance;
(b) it is conducting its business in material compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted.
(c) In connection with the Funds’ obligations under Rule 38a-1 of the Investment Company Act of 1940, as amended (the “1940 Act”) the Bank agrees as follows:
(1) the Bank agrees to reasonably cooperate with the Funds and the Funds’ Chief Compliance Officer in the administration of the Funds’ compliance program (“Compliance Program”) as required by the Securities and Exchange Commission (“SEC”);
(2) the Bank has implemented and maintains policies and procedures reasonably designed to prevent, detect and promptly correct any violations of Federal Securities Laws with respect to services the Bank provides to the Funds (“Compliance Procedures”);
(3) the Bank will provide summaries of such Compliance Procedures that may affect in any material respect, the services provided hereunder by the Bank to the Funds;
(4) the Bank periodically reviews the adequacy of such Compliance Procedures and the effectiveness of their implementation and upon the request of a Fund, will provide the then current summaries of internal Compliance Procedures between such reviews;
(5) in the event that an officer or employee of the Bank administering this Agreement has actual knowledge of the occurrence of a “Material Compliance Matter” (as defined in Rule 38a-1(e)(2)) which the Bank reasonably believes is related to or will affect the Fund, the Bank will, if permitted by law and the Bank’s regulators, notify the Fund of such occurrence;
(6) except where prohibited by law, regulations or rule or as may be directed or instructed by the Bank’s regulators, the Bank agrees to notify the Funds following quarter-end of any inspections by, or other inquiries received from, the SEC or any other regulatory or law enforcement agency after the date of this certification, which relate to the services provided by the Bank to the Funds hereunder. For the avoidance of doubt, such notification obligation shall be satisfied if the notice is contained in any publicly available regulatory filing.
(d) The Bank will maintain throughout the term of this Agreement, such contingency plans as it reasonably believes to be necessary and appropriate to recover its operations from the occurrence of a disaster and which are consistent with any statute or regulations to which it is subject that imposes business resumption and contingency planning standards. The Bank agrees to provide the Funds with a summary of its contingency plan as it relates to the systems used to provide the services hereunder and to provide the Funds with periodic updates of such summary upon the Funds’ reasonable request.
(e) The Bank shall perform the services listed in Appendix A hereto, as such Appendix A may be amended from time to time.
23. This Agreement shall not be assignable by a Fund without the prior written consent of the Bank, or by the Bank without the prior written consent of each Fund.
24. This Agreement shall become effective on the date first written above and shall remain in full force and effect for a period of four (4) years from the effective date of the Agreement (the “Initial Term”) and shall automatically continue in full force and effect after such Initial Term unless either party terminates this Agreement by written notice to the other party at least six (6) months prior to the expiration of the Initial Term. Additionally, if the Bank (or any of its affiliates) engages in (i) any act or omission which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, which upon notice the Bank has not cured within 5 business days or (ii) any act or omission which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement, then each Fund shall have the right to immediately terminate this Agreement.
25. Either party may terminate this Agreement at any time after the Initial Term upon at least ninety (90) days prior written notice to the other party. Upon the date set forth in such notice, the Bank shall deliver to the Fund all records then the property of the Fund and, upon such delivery, the Bank shall be relieved of all duties and responsibilities under the Agreement.
26. This Agreement may not be amended or modified in any manner except by written agreement executed on behalf of both parties hereto.
27. All laws and rules of construction of the State of New York (other than those relating to choice of laws) shall govern the rights, duties and obligations of the parties hereto. The Fund and the Bank hereby consent to the exclusive jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Fund hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Fund and the Bank each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
28. The performance and provisions of this Agreement are intended to benefit only the Bank and each Fund, and no rights shall be granted to any other person by virtue of this Agreement.
29. The Bank hereby represents and warrants that it has implemented and shall maintain appropriate measures designed to satisfy the requirements of federal and New York law applicable to the Bank with respect to the confidentiality of the portfolio holdings and transactions of each Fund. Upon request, the Bank shall annually make available to each such Fund such summaries or audit reports, including any SAS 70 report, as the Bank generally makes available to its similar customers.
30. The Bank is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of those registered investment companies which are business trusts and agrees that the obligations and liabilities assumed by a registered investment company or any Fund pursuant to this Agreement, including without limitation, any obligations or liability to indemnify the Bank, shall be limited in any case to the relevant Fund and its assets and that the Bank shall not seek satisfaction of any such obligation from the shareholders of the relevant Fund, from any other Fund nor its shareholders, from the Trustees, Officers, employees or agents of the registered investment company or Fund, or any of them. In addition, in connection with the discharge and satisfaction of any claim made by the Bank involving more than one Fund, the Trustees or Officers of such Funds shall have the exclusive right to determine the appropriate allocations of liability for any claim between or among the Funds.
31. [ ]
Each of the registered investment companies or series thereof listed on Schedule I to this Agreement
By:_/s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
Attest:_not attested
THE BANK OF NEW YORK MELLON
By: /s Andrew Pfeifer
Name: Andrew Pfeifer
Title: Vice President
Attest:_not attested
APPENDIX A TO FUND ACCOUNTING AGREEMENT
BETWEEN
THE BANK OF NEW YORK MELLON
AND
THE FEDERATED FUNDS
I. The Bank of New York Mellon (the “Bank”), as agent for The Federated Funds (the “Fund”), shall maintain the following records on a daily basis for each Fund.
1. Report of priced portfolio securities
2. Statement of net asset value per share
II. The Bank shall maintain the following records on a monthly basis for each Fund:
1. General Ledger
2. General Journal
3. Cash Receipts Journal
4. Cash Disbursements Journal
5. Subscriptions Journal
6. Redemptions Journal
7. Accounts Receivable Reports
8. Accounts Payable Reports
9. Open Subscriptions/Redemption Reports
10. Transaction (Securities) Journal
11. Broker Net Trades Reports
III. The Bank shall prepare a Holdings Ledger on a quarterly basis, and a Buy-Sell Ledger (Broker’s Ledger) on a semiannual basis for each Fund
The above reports may be printed according to any other required frequency to meet the requirements of the Internal Revenue Service, the Securities and Exchange Commission and the Fund’s Auditors.
IV. For internal control purposes, the Bank uses the Account Journals provided by The Bank of New York Mellon Custody System to record daily settlements of the following for each Fund:
1. Securities bought
2. Securities sold
3. Interest received
4. Dividends received
5. Capital stock sold
6. Capital stock redeemed
7. Other income and expenses
All portfolio purchases for the Fund are recorded to reflect expected maturity value and total cost including any prepaid interest.
V. The Bank shall monitor the triggers used to determine when the ITG fair value pricing procedures may be invoked, as further detailed in the SLA, and inform the appropriate Federated personnel that triggers had been met.
VI. The Bank shall complete monthly preferred shares “asset coverage” test (as that term is defined in Section 18(h) of the Investment Company Act of 1940, as amended) following the compliance procedures contained in the SLA, as such SLA may be amended from time to time by mutual agreement of the parties (the “Compliance Procedures”).
VII. The Bank shall complete monthly preferred shares basic maintenance amount test for Fitch Ratings, Ltd. (“Fitch”) following the Compliance Procedures.
VIII. The Bank shall complete monthly preferred shares basic maintenance amount test for Moody’s Investors Service, Inc. (“Moody’s”) following the Compliance Procedures.
APPENDIX B
The Authorized Persons List, as amended from time to time, is hereby incorporated by reference.
CERTIFICATE OF AUTHORIZED
PERSONS
[ ]
APPENDIX C
FAIR PRICING AUTHORIZATION MATRIX
[ ]
SCHEDULE I
(UPDATED AS OF 8/1/12)
A. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Securities Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Emerging Market Debt Fund
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Prudent Absolute Return Fund (formerly, Federated Market Opportunity Fund)
Federated MDT Stock Trust
Federated Muni and Stock Advantage Fund
Federated Prudent DollarBear Fund
Federated Unconstrained Bond Fund
SCHEDULE II
Accounting, Administration and Custody Fee Schedule
Effective March 1, 2011
[ ]
SCHEDULE III
Security Pricing Fee Rate Card | ||||
(per day per security) | ||||
Vendor | Asset Type | Asset Group | Daily Fee | |
StatPro (FRI) | Fixed | FOREIGN BOND | 0.80 | |
JP Morgan (Bear Stearns PricingDirect) | Derivatives | CR.DEFAULT SWAPS | 4.00 | |
INT.RATE. SWAPS | 0.50 | |||
SWAPTION | 1.00 | |||
Fixed | CMO | 2.00 | ||
FHLMC | 0.80 | |||
FNMA | 0.80 | |||
FOREIGN BOND | 0.80 | |||
INTEREST ONLY BOND | 0.80 | |||
MORTGAGE RELATED | 0.80 | |||
CORPORATE BOND | 0.40 | |||
INFLATION INDEX | 0.40 | |||
PRINCIPAL ONLY BOND | 0.40 | |||
GNMA1 | 0.25 | |||
GNMA2 | 0.25 | |||
GOVERNMENT BOND | 0.25 | |||
TREASURY BILL | 0.25 | |||
TREASURY BOND | 0.25 | |||
TREASURY NOTE | 0.25 | |||
IDC | Derivatives | FUTURE | 0.15 | |
OPTION | 0.15 | |||
SWAPTIONS | 0.10 | |||
Equity | FOREIGN STOCK | 0.50 | ||
EQUITY(COMMON STOCK) | 0.15 | |||
MUTUAL FUND | 0.15 | |||
PREFERRED STOCK | 0.15 | |||
RIGHT | 0.15 | |||
WARRANTS | 0.15 | |||
Fixed | FOREIGN BOND | 1.11 | ||
MORTGAGE RELATED | 0.89 | |||
CONVERTIBLE BOND | 0.56 | |||
CORPORATE BOND | 0.56 | |||
DEMAND NOTE | 0.56 | |||
FHLMC | 0.56 | |||
FNMA | 0.56 | |||
GNMA1 | 0.56 | |||
GNMA2 | 0.56 | |||
GOVERNMENT BOND | 0.56 | |||
INFLATION INDEX | 0.56 | |||
INTEREST ONLY BOND | 0.56 | |||
PRINCIPAL ONLY BOND | 0.56 | |||
STEPPED BOND | 0.56 | |||
TREASURY BILL | 0.56 | |||
TREASURY BOND | 0.56 | |||
TREASURY NOTE | 0.56 | |||
Money Market | CERTIFICATE OF DEPOSIT | 0.56 | ||
COMMERCIAL PAPER | 0.56 | |||
MONEY MARKET | 0.56 | |||
JJ Kenny | Money Market | MONEY MARKET | 0.28 | |
Muni | MUNICIPAL BOND | 0.60 | ||
Markit Partners | Derivatives | Cr. Df. Swap In.Tranche | 4.55 | |
Swaption on CDS | 3.48 | |||
Swaption on CDX | 3.48 | |||
CMBX Index Swap | 2.27 | |||
CDSwap Single Name ABS | 2.27 | |||
ABX Index Swap | 2.27 | |||
Volatility Swap | 2.17 | |||
Interest Rate Swaption | 1.52 | |||
Cr.Df.Swap Single Name | 1.52 | |||
Cr. Default Swap Index | 1.52 | |||
Swaption on IRS | 1.45 | |||
Option | 1.27 | |||
Index Option | 1.27 | |||
Equity Option | 1.27 | |||
Debt Option | 1.27 | |||
Total Return Swap | 1.14 | |||
FX / Currency Option | 0.99 | |||
Zero Coupon IR Swap | 0.99 | |||
Currency Swap | 0.61 | |||
Interest Rate Swap | 0.61 | |||
Muller (IDC) | Fixed | CORPORATE BOND | 0.56 | |
DEMAND NOTE | 0.56 | |||
FHLMC | 0.56 | |||
FNMA | 0.56 | |||
FOREIGN BOND | 1.11 | |||
GOVERNMENT BOND | 0.56 | |||
MORTGAGE RELATED | 0.89 | |||
TREASURY BILL | 0.56 | |||
TREASURY BOND | 0.56 | |||
TREASURY NOTE | 0.56 | |||
Money Market | CERTIFICATE OF DEPOSIT | 0.56 | ||
COMMERCIAL PAPER | 0.56 | |||
MONEY MARKET | 0.56 | |||
TIME DEPOSITS | 0.56 | |||
Muni | MUNICIPAL BOND | 0.61 | ||
Reuters | Derivatives | FUTURE/OPTIONS | 0.10 | |
Equity | EQUITY(COMMON STOCK) | 0.08 | ||
FOREIGN STOCK | 0.10 | |||
PREFERRED STOCK | 0.08 | |||
WARRANTS | 0.08 | |||
Fixed | CONVERTIBLE BOND | 0.50 | ||
CORPORATE BOND | 0.30 | |||
FHLMC | 0.15 | |||
FNMA | 0.15 | |||
FOREIGN BOND | 0.40 | |||
GNMA1 | 0.30 | |||
GNMA2 | 0.30 | |||
GOVERNMENT BOND | 0.15 | |||
INFLATION INDEX | 0.10 | |||
MORTGAGE RELATED | 0.50 | |||
TREASURY BILL | 0.15 | |||
TREASURY BOND | 0.15 | |||
TREASURY NOTE | 0.15 | |||
Money Market | MONEY MARKET | 0.08 |
FIRST AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS FIRST AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and Bank desire to amend the Agreement subject to the terms and conditions set forth herein; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Schedule I to the Agreement is hereby amended and updated to add the following Funds, effective March 25, 2011:
Muni Fixed Income Funds:
· | Federated Municipal Ultrashort Fund, a portfolio of Federated Fixed Income Securities, Inc. |
· | Federated Premier Municipal Income Fund |
· | Federated Premier Intermediate Municipal Income Fund |
· | Federated Short-Intermediate Duration Municipal Trust |
Other Funds:
· | Federated Muni and Stock Advantage Fund, a portfolio of Federated Income Securities Trust |
· | Federated International Bond Fund, a portfolio of Federated International Series, Inc. |
· | Federated International Bond Strategy Portfolio, a portfolio of Federated Managed Pool Series |
· | Federated Emerging Market Debt Fund, a portfolio of Federated World Investment Series, Inc. |
· | Federated Prudent DollarBear Fund, a portfolio of Federated Income Securities Trust |
· | Federated InterContinental Fund, a portfolio of Federated Equity Funds |
· | Federated International Leaders Fund, a portfolio of Federated World Investment Series, Inc. |
· | Federated International Small-Mid Company Fund, a portfolio of Federated World Investment Series, Inc. |
· | Federated International Strategic Value Dividend Fund, a portfolio of Federated Equity Funds |
2. The Agreement shall remain in full force and effect as amended by this Amendment.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 25, 2011.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Andrew Pfeifer
Title: Vice President
COMPLIANCE SUPPORT SERVICES ADDENDUM
TO |
FUND ACCOUNTING AGREEMENT
This Compliance Support Services Addendum is effective as of May 31, 2012 by and between the investment companies listed on Exhibit 1 to this Addendum (each a “Fund” and collectively, the “Funds”) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).
BACKGROUND:
A. | The Funds and BNY Mellon are parties to a certain Fund Accounting Agreement dated March 1, 2011, as amended (the “Agreement”). |
B. | This Addendum is intended to supplement the Agreement with regard to additional services offered by BNY Mellon and shall be applicable solely to the Funds identified at Exhibit 1 hereto. |
C. | Each Fund hereby instructs BNY Mellon to provide the compliance support services (“Support Services”) described in this Addendum, and BNY Mellon acknowledges such instruction and is willing to provide such Support Services pursuant to the terms set forth herein. |
D. | This Background section is hereby incorporated by reference in and made a part of this Addendum. |
TERMS: |
In consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:
1. | BNY Mellon shall provide, or cause its affiliates to provide, the Support Services, as they are described at Exhibit 2 hereto, subject to all applicable terms and conditions of the Agreement. |
2. | As compensation for providing the Support Services, the Funds shall pay BNY Mellon a fee or fees as may be agreed to from time to time in writing by the parties hereto. |
Each Fund hereby represents and warrants to BNY Mellon that (i) the terms of this Addendum, (ii) the fees and expenses associated with this Addendum and (iii) any benefits accruing to BNY Mellon and/or any affiliate of such Fund relating to this Addendum have been fully disclosed to the Board of Trustees of the Fund and that, if required by applicable law, such Board of Trustees has approved or will approve the terms of this Addendum, any such fees and expenses, and any such fees and expenses, and any such benefits.
3. | Notwithstanding any provision of this Addendum, the Support Services are not, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person. Neither this Addendum nor the provision of the Support Services establishes or is intended to establish an attorney-client relationship between BNY Mellon and a Fund or any other person. |
4. | While BNY Mellon, when providing certain of the Support Services, may identify out-of-compliance conditions, BNY Mellon does not, and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify any or all such conditions. |
5. | The parties hereto acknowledge that all work produced by BNY Mellon in providing the Support Services, and the performance of the Support Services in general, by BNY Mellon pursuant to this Addendum will be a the request and direction of each Fund and Fund’s chief compliance officer (“CCO”). BNY Mellon disclaims liability to the Fund, and the Fund is solely responsible, for the selection, qualifications and performance of the Fund’s CCO and the adequacy and effectiveness of the Fund’s compliance program. |
6. | BNY Mellon shall not be responsible for: (a) delays in the transmission to it by the Funds, the Funds’ adviser and entities unaffiliated with BNY Mellon (collectively, for this Addendum, “Third Parties”) of data required for the Support Services, (b) inaccuracies of, errors in or omissions of, such data provided to it by any Third Party, and (c) review of such data provided to it by any Third Party. This Section 6 is a limitation of responsibility provision for the benefit of BNY Mellon, and shall not be used to imply any responsibility or liability against BNY Mellon. |
7. | Miscellaneous. |
(a) | As hereby supplemented, the Agreement shall remain in full force and effect. In the event of a conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum shall control with respect to the Support Services. |
(b) | This Addendum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to the Addendum shall constitute the valid and binding execution hereof by such party. |
(c) | If any provision or provisions of this Addendum shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. |
(Signature page follows.)
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed by their duly authorized officers designated below on the date and year noted below.
On behalf of each of the Funds indicated on Exhibit 1,
as may be amended from time to time
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Jay F. Nusblatt
Name: Jay F. Nusblatt
Title: Head of U.S. Fund Accounting and Authorized Signer
Effective Date: May 31, 2012
EXHIBIT 1
Fund/Portfolio Name
A. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Municipal Ultrashort Fund
Federated Premier Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated Unconstrained Bond Fund
Federated Market Opportunity Fund
Federated MDT Stock Trust
Federated Muni and Stock Advantage Fund
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated Prudent DollarBear Fund
Federated InterContinental Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
EXHIBIT 2
Compliance Support Services
Description | Frequency |
1. Provision of compliance policies and procedures for each applicable BNY Mellon line of business, summary and regulatory mapping of procedures
2. Certification letter attesting BNY Mellon’s compliance with such policies and procedures.
3. Host the Fund’s CCO at BNY Mellon’s operations location.
4. CCO group meetings with Fund’s CCO and other CCOs on regulatory issues and industry best practices. |
Annually, with interim updates on an as-needed basis.
Quarterly or annually at client’s request.
Annually.
Annually. |
THE BANK OF NEW YORK MELLON
May 31, 2012
The Federated Family of Funds
Re: Compliance Support Services Fees
Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to be paid to The Bank of New York Mellon (“BNY Mellon”) under the terms of the Compliance Support Services Addendum dated on or about the date hereof (the “Addendum”) to the Fund Accounting Agreement dated March 1, 2011, as amended (the “Agreement”) between the investment companies listed on Exhibit 1 thereto (each a “Fund” and collectively, the “Funds”) and BNY Mellon for compliance support services provided to or on behalf of the Funds as set forth on Exhibit 2 to the Addendum. The fee for the compliance support services set forth on such Exhibit 2 to the Addendum shall be $5,000 per year for the fund accounting and financial reporting service line. This fee shall be allocated evenly among the Funds.
Such fees are in addition to, and in no way affect, other fees to which the parties hereto have agreed (or in the future agree) with respect to the Agreement or any amendment thereto.
All services provided pursuant to the Addendum are provided subject to reimbursement of BNY Mellon’s out-of-pocket expenses. Out-of-pocket expenses are assessed at cost and include, but are not limited to, independent compliance reviews, overnight express charges, travel costs, transmission expenses, and all other miscellaneous fees incurred on behalf of the Funds in connection with such services.
If the foregoing accurately sets forth our agreement regarding the fees for the services referred to herein and you intend to be legally bound hereby, please execute a copy of this letter and return it to BNY Mellon.
Very truly yours,
THE BANK OF NEW YORK MELLON
By: Jay F. Nusblatt
Name: Jay F. Nusblatt
Title: Head of U.S. Fund Accounting and
Authorized Signer
Agreed and accepted:
On behalf of each of the Funds indicated on
Exhibit 1 to the Addendum,
as may be amended from time to time.
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
Second amendment never completed.
THIRD AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated June 7, 2005, amended March 25, 2011, December 31, 2012 and April 28, 2014, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to amend the names of certain Funds to Schedule I, effective April 28, 2014; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
2. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of April 28, 2014.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Title: Vice President/Managing Director
SCHEDULE I
(UPDATED AS OF 4/28/14)
A. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Securities Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Enhanced Treasury Income Fund
Federated Emerging Markets Debt Fund
Federated Emerging Markets Equity Fund (formerly, Federated Global Equity Fund)
Federated InterContinental Fund
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Absolute Return Fund
Federated MDT Stock Trust
Federated Muni and Stock Advantage Fund
Federated Prudent DollarBear Fund
Federated Unconstrained Bond Fund
FOURTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated June 7, 2005, amended March 25, 2011, December 31, 2012, April 28, 2014, and December 1, 2014, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to add certain funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
2. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2014.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Title: Vice President/Managing Director
SCHEDULE I
(UPDATED AS OF 12/1/14)
A. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Securities Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Markets Debt Fund
Federated Emerging Markets Equity Fund
Federated Enhanced Treasury Income Fund
Federated InterContinental Fund
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Stock Trust
Federated Muni and Stock Advantage Fund
Federated Prudent DollarBear Fund
Federated Unconstrained Bond Fund
FIFTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated June 7, 2005, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to add certain funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
2. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of June 26, 2015.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Title: Vice President/Managing Director
SCHEDULE I
(UPDATED AS OF 6/25/15)
A. | Money Market Funds |
Federated Automated Government Cash
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Securities Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Markets Debt Fund
Federated Emerging Markets Equity Fund
Federated Enhanced Treasury Income Fund
Federated InterContinental Fund
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Stock Trust
Federated Muni and Stock Advantage Fund
Federated Prudent DollarBear Fund
SIXTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to amend the names to certain Funds and add certain Funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2016.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: _/s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: _/s/ Armando Fernandez_
Name: Armando Fernandez
Title: Vice President/Managing Director
SCHEDULE I
(UPDATED AS OF 12/01/16)
A. | Money Market Funds |
Federated Automated Government Cash
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Securities Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Markets Debt Fund
Federated Emerging Markets Equity Fund
Federated Enhanced Treasury Income Fund
Federated InterContinental Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund (formerly Federated International Bond Fund)
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund (formerly Federated MDT Stock Trust)
Federated Muni and Stock Advantage Fund
Federated Prudent DollarBear Fund
SEVENTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to amend the names to certain Funds and delete certain Funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of August 1, 2017.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: _/s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /a/ Armando Fernandez
Name: Armando Fernandez
Title: Vice President/Managing Director
SCHEDULE I
(UPDATED AS OF 08/1/17)
B. | Money Market Funds |
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Markets Debt Fund
Federated InterContinental Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund *
Federated Muni and Stock Advantage Fund
Federated Prudent DollarBear Fund
*a portfolio of Federated MDT Equity Trust to be effective August 31, 2017.
EIGHTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to remove certain Funds from Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of October 1, 2017.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: __/s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice President/Managing Director
SCHEDULE I
(UPDATED AS OF 10/1/17)
C. | Money Market Funds |
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Markets Debt Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund *
Federated Muni and Stock Advantage Fund
*a portfolio of Federated MDT Equity Trust which became effective August 31, 2017.
NINTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to remove certain Funds from Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of November 1, 2017.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: _/s/ Armando Fernandez___________________
Name: Armando Fernandez
Title: Vice President/Managing Director
SCHEDULE I
(UPDATED AS OF 11/1/17)
A. | Money Market Funds |
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Markets Debt Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund *
Federated Muni and Stock Advantage Fund
*a portfolio of Federated MDT Equity Trust which became effective August 31, 2017.
TENTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to remove certain Funds from Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2017.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez___________________
Name: Armando Fernandez
Title: Vice President/Managing Director
SCHEDULE I
(UPDATED AS OF 12/1/17)
A. | Money Market Funds |
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund *
Federated Muni and Stock Advantage Fund
*a portfolio of Federated MDT Equity Trust which became effective August 31, 2017.
ELEVENTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to add certain Funds to and remove certain Funds from Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of September 1, 2018.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By:_/s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice President/Managing Director
SCHEDULE I
(UPDATED AS OF 09/01/18)
A. | Money Market Funds |
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes SDG Engagement Equity Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Muni and Stock Advantage Fund
TWELFTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to add certain Funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2018.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: /s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice President/Managing Director
SCHEDULE I
(UPDATED AS OF 12/01/18)
A. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Muni and Stock Advantage Fund
THIRTEENTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to add certain Funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 1, 2019
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: /s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice President/Managing Director
SCHEDULE I
(UPDATED AS OF 03/01/19)
A. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Muni and Stock Advantage Fund
FOURTEENTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to add certain Funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of April 1, 2019
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: /s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: _/s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice President/Managing Director
SCHEDULE I
(UPDATED AS OF 04/01/19)
A. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
Federated Mid-Cap Index Fund
Federated Muni and Stock Advantage Fund
Federated Strategic Value Dividend Fund
FIFTEENTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to add certain Funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of June 1, 2019
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: /s/ Deborah Molini Kraus
Name: Deborah Molini Kraus
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ James Farrell
Name: James Farrell
Title: Vice-President
SCHEDULE I
(UPDATED AS OF 06/01/19)
A. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
Federated Mid-Cap Index Fund
Federated Muni and Stock Advantage Fund
Federated Strategic Value Dividend Fund
SIXTEENTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to add certain Funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 1, 2020.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: /s/ Deborah Molini Kraus
Name: Deborah Molini Kraus
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ James Farrell_
Name: James Farrell
Title: Vice-President
SCHEDULE I
(UPDATED AS OF 03/01/2020)
A. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
Federated Mid-Cap Index Fund
Federated Muni and Stock Advantage Fund
Federated Strategic Value Dividend Fund
SEVENTEENTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to change the name to certain Funds and add Hermes to certain Funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of June 29, 2020.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ James Farrell
Name: James Farrell
Title: Vice-President
SCHEDULE I
(UPDATED AS OF 06/29/2020)
B. | Money Market Funds |
Federated Hermes Capital Reserves Fund
Federated Hermes Government Obligations Tax-Managed Fund
Federated Hermes Government Reserves Fund
Federated Hermes U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Hermes Intermediate Municipal Fund
Federated Hermes Michigan Intermediate Municipal Fund
Federated Hermes Municipal High Yield Advantage Fund
Federated Hermes Municipal Bond Fund, Inc.
Federated Hermes Municipal Ultrashort Fund
Federated Hermes Ohio Municipal Income Fund
Federated Hermes Pennsylvania Municipal Income Fund
Federated Hermes Premier Municipal Income Fund
Federated Hermes Short-Intermediate Duration Municipal Fund
C. Other Funds
Federated Hermes Emerging Market Debt Fund
Federated Hermes Emerging Markets Equity Fund
Federated Hermes Global Strategic Value Dividend Fund
Federated Hermes Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Developed Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated Hermes International Bond Strategy Portfolio
Federated Hermes International Dividend Strategy Portfolio
Federated Hermes International Equity Fund
Federated Hermes International Growth Fund
Federated Hermes International Leaders Fund
Federated Hermes International Small-Mid Company Fund
Federated Hermes International Strategic Value Dividend Fund
Federated Hermes Max-Cap Index Fund
Federated Hermes MDT Large Cap Value Fund
Federated Hermes Mid-Cap Index Fund
Federated Hermes Muni and Stock Advantage Fund
Federated Hermes Strategic Value Dividend Fund
EXECUTION
INVESTMENT COMPANY REPORTING
MODERNIZATION SERVICES AMENDMENT TO
FUND ACCOUNTING AGREEMENT
This Investment Company Reporting Modernization Services Amendment (the “Amendment”) is made as of March 1, 2018 by and between each of the registered investment companies listed on Schedule I to the Agreement (as defined below) as such Schedule I may be amended from time to time (each registered investment company, the “Fund”) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).
BACKGROUND:
A. | WHEREAS, the Fund and BNY Mellon are parties to a Fund Accounting Agreement dated as of March 1, 2011, as amended (the “Agreement”); |
B. | WHEREAS, this Amendment is an amendment to the Agreement and shall be applicable solely to the portfolios of the Fund identified at Exhibit 1 hereto (the “Portfolios”); |
C. | WHEREAS, the Fund desires that BNY Mellon provide the investment company reporting modernization services described in this Amendment; |
D. | WHEREAS, capitalized terms used in this Amendment shall have the meanings set forth in the Agreement unless otherwise defined herein, and all forms and rules referenced herein are in reference to forms and rules promulgated under the Investment Company Act of 1940, as amended; and |
E. | WHEREAS, the Fund and BNY Mellon desire to amend the Agreement with respect to the foregoing; |
TERMS:
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:
1. | BNY Mellon shall provide the following services to the Fund for the Portfolios and the Agreement is hereby amended to include the following with the services described therein: |
1.1 | As selected by the Fund, BNY Mellon shall provide services following a shared service operating model. This operating model requires the Fund or adviser to file the reports described in the services noted below. |
1.2 | FORM N-PORT. BNY Mellon, subject to the limitations described herein and its timely receipt of all necessary information related thereto, will collect, aggregate and normalize the data required for the submission of Form N-PORT, related filing types, and any forms adopted to replace such forms. BNY Mellon will review and transmit to the Funds’ third party filing agent each draft N-PORT and provide reasonable cooperation to the relevant Fund and/or such Fund’s third party agent as necessary to resolve any issues with the receipt of the Form N-PORT data provided. |
1.2.1 | The timely receipt of necessary information referred to above will be determined by mutual agreement of BNY Mellon and the Fund in advance of the preparation of the initial Form N-PORT. |
1.3 | FORM N-CEN. BNY Mellon, subject to the limitations described herein and its timely receipt of all necessary information related thereto, will collect, aggregate and normalize the data required for the submission of Form N-CEN, related filing types, and any forms adopted to replace such forms. BNY Mellon will review and transmit to the Funds’ third party filing agent each draft N-CEN and provide reasonable cooperation to the relevant Fund and/or such Fund’s third party agent as necessary to resolve any issues with the receipt of the Form N-CEN data provided. |
1.3.1 | The timely receipt of necessary information referred to above will be determined by mutual agreement of BNY Mellon and the Fund in advance of the preparation of the initial Form N-CEN. |
2. | BNY Mellon shall not be responsible for: (a) delays in the transmission to it by the Fund, the Fund’s adviser and entities unaffiliated with BNY Mellon (collectively, for this Amendment, “Third Parties”) of data required for the reports described herein, (b) inaccuracies of, errors in or omissions of, such data provided to it by any Third Party, and (c) validation of such data provided to it by any Third Party. This Section 2 is a limitation of responsibility provision for the benefit of BNY Mellon, and shall not be used to imply any responsibility or liability against BNY Mellon. |
3. | The Fund shall be responsible for the retention of the filed reports described herein in accordance with any applicable rule or regulation. |
4. | Notwithstanding any provision of this Amendment, the services described herein are not, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of the Fund or any other person. Neither this Amendment nor the provision of the services establishes or is intended to establish an attorney-client relationship between BNY Mellon and the Fund or any other person. |
5. | As compensation for the services described herein, the Fund will pay to BNY Mellon such fees as may be agreed to in writing by the Fund and BNY Mellon. |
6. | Miscellaneous. |
(a) | As hereby amended and supplemented, the Agreement shall remain in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control with respect to the services described herein. |
(b) | This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party. |
(c) | If any provision or provisions of this Amendment shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. |
(Signature page follows.)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers designated below on the date and year first above written.
EACH OF THE REGISTERED INVESTMENT
COMPANIES LISTED ON EXHIBIT I
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
II. THE BANK OF NEW YORK MELLON
By: /s/Armando Fernandez
Name: Armando Fernandez
Title: Vice President
Date: March 2, 2018
EXHIBIT 1
N-PORT Services
Portfolio Name | ID, Cusip or Ticker Symbol |
Federated Hermes Emerging Market Debt Fund | 31428U771 |
Federated Hermes Emerging Market Debt Fund | 31428U763 |
Federated Hermes Emerging Market Debt Fund | 31428U755 |
Federated Hermes Emerging Market Debt Fund | 31428U615 |
Federated Hermes Intermediate Municipal Fund | 458810108 |
Federated Hermes Intermediate Municipal Fund | 458810603 |
Federated Hermes Global Strategic Value Dividend Fund | 31421N865 |
Federated Hermes Global Strategic Value Dividend Fund | 31421N857 |
Federated Hermes Global Strategic Value Dividend Fund | 31421N840 |
Federated Hermes Global Strategic Value Dividend Fund | 31421N832 |
Federated Hermes Global Total Return Bond Fund | 31420G408 |
Federated Hermes Global Total Return Bond Fund | 31420G507 |
Federated Hermes Global Total Return Bond Fund | 31420G606 |
Federated Hermes Global Total Return Bond Fund | 31420G879 |
Federated Hermes International Bond Strategy Portfolio | 31421P308 |
Federated Hermes International Dividend Strategy Portfolio | 31421P605 |
Federated Hermes International Leaders Fund | 31428U847 |
Federated Hermes International Leaders Fund | 31428U839 |
Federated Hermes International Leaders Fund | 31428U821 |
Federated Hermes International Leaders Fund | 31428U623 |
Federated Hermes International Leaders Fund | 31428U599 |
Federated Hermes International Leaders Fund | 31428U581 |
Federated Hermes International Small-Mid Company Fund | 31428U748 |
Federated Hermes International Small-Mid Company Fund | 31428U730 |
Federated Hermes International Small-Mid Company Fund | 31428U722 |
Federated Hermes International Small-Mid Company Fund | 31428U631 |
Federated Hermes International Strategic Value Dividend Fund | 314172388 |
Federated Hermes International Strategic Value Dividend Fund | 314172370 |
Federated Hermes International Strategic Value Dividend Fund | 314172362 |
Federated Hermes International Strategic Value Dividend Fund | 31421N824 |
Federated Hermes Michigan Intermediate Municipal Fund | 313923302 |
Federated Hermes Muni and Stock Advantage Fund | 31420C837 |
Federated Hermes Muni and Stock Advantage Fund | 31420C829 |
Federated Hermes Muni and Stock Advantage Fund | 31420C811 |
Federated Hermes Muni and Stock Advantage Fund | 31420C720 |
Federated Hermes Muni and Stock Advantage Fund | 31420C654 |
Federated Hermes Municipal High Yield Advantage Fund | 313923864 |
Federated Hermes Municipal High Yield Advantage Fund | 313923856 |
Federated Hermes Municipal High Yield Advantage Fund | 313923849 |
Federated Hermes Municipal High Yield Advantage Fund | 313923831 |
Federated Hermes Municipal High Yield Advantage Fund | 313923815 |
Federated Hermes Municipal Bond Fund, Inc. | 313913105 |
Federated Hermes Municipal Bond Fund, Inc. | 313913204 |
Federated Hermes Municipal Bond Fund, Inc. | 313913303 |
Federated Hermes Municipal Bond Fund, Inc. | 313913402 |
Federated Hermes Municipal Bond Fund, Inc. | 313913600 |
Federated Hermes Municipal Ultrashort Fund | 31417P866 |
Federated Hermes Municipal Ultrashort Fund | 31417P858 |
Federated Hermes Ohio Municipal Income Fund | 313923823 |
Federated Hermes Ohio Municipal Income Fund | 313923609 |
Federated Hermes Pennsylvania Municipal Income Fund | 313923708 |
Federated Hermes Pennsylvania Municipal Income Fund | 313923807 |
Federated Hermes Premier Municipal Income Fund | 31423P108 |
Federated Hermes Short-Intermediate Municipal Fund | 313907305 |
Federated Hermes Short-Intermediate Municipal Fund | 313907107 |
Federated Hermes Short-Intermediate Municipal Fund | 313907206 |
N-CEN Services
Portfolio Name | ID, Cusip or Ticker Symbol and Fund |
Federated Hermes Emerging Market Debt Fund | 31428U771 |
Federated Hermes Emerging Market Debt Fund | 31428U763 |
Federated Hermes Emerging Market Debt Fund | 31428U755 |
Federated Hermes Emerging Market Debt Fund | 31428U615 |
Federated Hermes Government Obligations Tax-Managed Fund | 60934N856 |
Federated Hermes Government Obligations Tax-Managed Fund | 60934N849 |
Federated Hermes Government Obligations Tax-Managed Fund | 608919494 |
Federated Hermes Government Reserves Fund | 608919205 |
Federated Hermes Government Reserves Fund | 608919544 |
Federated Hermes Government Reserves Fund | 608919536 |
Federated Hermes Government Reserves Fund | 608919528 |
Federated Hermes Government Reserves Fund | 908919510 |
Federated Hermes Intermediate Municipal Fund | 458810108 |
Federated Hermes Intermediate Municipal Fund | 458810603 |
Federated Hermes Global Strategic Value Dividend Fund | 31421N865 |
Federated Hermes Global Strategic Value Dividend Fund | 31421N857 |
Federated Hermes Global Strategic Value Dividend Fund | 31421N840 |
Federated Hermes Global Strategic Value Dividend Fund | 31421N832 |
Federated Hermes Global Total Return Bond Fund | 31420G408 |
Federated Hermes Global Total Return Bond Fund | 31420G507 |
Federated Hermes Global Total Return Bond Fund | 31420G606 |
Federated Hermes Global Total Return Bond Fund | 31420G879 |
Federated Hermes International Bond Strategy Portfolio | 31421P308 |
Federated Hermes International Dividend Strategy Portfolio | 31421P605 |
Federated Hermes International Leaders Fund | 31428U847 |
Federated Hermes International Leaders Fund | 31428U839 |
Federated Hermes International Leaders Fund | 31428U821 |
Federated Hermes International Leaders Fund | 31428U623 |
Federated Hermes International Leaders Fund | 31428U599 |
Federated Hermes International Leaders Fund | 31428U581 |
Federated Hermes International Small-Mid Company Fund | 31428U748 |
Federated Hermes International Small-Mid Company Fund | 31428U730 |
Federated Hermes International Small-Mid Company Fund | 31428U722 |
Federated Hermes International Small-Mid Company Fund | 31428U631 |
Federated Hermes International Strategic Value Dividend Fund | 314172388 |
Federated Hermes International Strategic Value Dividend Fund | 314172370 |
Federated Hermes International Strategic Value Dividend Fund | 314172362 |
Federated Hermes International Strategic Value Dividend Fund | 31421N824 |
Federated Hermes Michigan Intermediate Municipal Fund | 313923302 |
Federated Hermes Muni and Stock Advantage Fund | 31420C837 |
Federated Hermes Muni and Stock Advantage Fund | 31420C829 |
Federated Hermes Muni and Stock Advantage Fund | 31420C811 |
Federated Hermes Muni and Stock Advantage Fund | 31420C720 |
Federated Hermes Muni and Stock Advantage Fund | 31420C654 |
Federated Hermes Municipal High Yield Advantage Fund | 313923864 |
Federated Hermes Municipal High Yield Advantage Fund | 313923856 |
Federated Hermes Municipal High Yield Advantage Fund | 313923849 |
Federated Hermes Municipal High Yield Advantage Fund | 313923831 |
Federated Hermes Municipal High Yield Advantage Fund | 313923815 |
Federated Hermes Municipal Bond Fund, Inc. | 313913105 |
Federated Hermes Municipal Bond Fund, Inc. | 313913204 |
Federated Hermes Municipal Bond Fund, Inc. | 313913303 |
Federated Hermes Municipal Bond Fund, Inc. | 313913402 |
Federated Hermes Municipal Bond Fund, Inc. | 313913600 |
Federated Hermes Municipal Ultrashort Fund | 31417P866 |
Federated Hermes Municipal Ultrashort Fund | 31417P858 |
Federated Hermes Ohio Municipal Income Fund | 313923823 |
Federated Hermes Ohio Municipal Income Fund | 313923609 |
Federated Hermes Pennsylvania Municipal Income Fund | 313923708 |
Federated Hermes Pennsylvania Municipal Income Fund | 313923807 |
Federated Hermes Premier Municipal Income Fund | 31423P108 |
Federated Hermes Short-Intermediate Municipal Trust | 313907305 |
Federated Hermes Short-Intermediate Municipal Fund | 313907107 |
Federated Hermes Short-Intermediate Municipal Fund | 313907206 |
Federated Hermes U.S. Treasury Cash Reserves | 60934N682 |
Federated Hermes U.S. Treasury Cash Reserves | 60934N674 |
[ ]
Exhibit 28 (j)(2) under Form N-1A
Exhibit 23 under Item 601/Reg. S-K
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Post-Effective Amendment to Registration Statement No. 333-218374 on Form N-1A of our report dated July 26, 2019, relating to the statements of changes in net assets and financial highlights of PNC Emerging Markets Equity Fund (the accounting survivor that subsequently merged into Federated Emerging Markets Equity Fund), PNC International Equity Fund (the accounting survivor that subsequently merged into Federated International Equity Fund), and PNC International Growth Fund (the accounting survivor that subsequently merged into Federated International Growth Fund), each now a series of Federated Hermes Adviser Series, appearing in the Annual Report on Form N-CSR of PNC Funds for the year ended May 31 2019, and to the reference to us under the heading "Financial Highlights" in the Prospectus, which is part of such Registration Statement.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
July 27, 2020
Exhibit 28 (j)(3) under Form N-1A
Exhibit 23 under Item 601/Reg. S-K
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors of Federated Hermes Adviser Series:
We consent to the use of our reports, dated July 27, 2020, with respect to the financial statements of Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund (subsequently renamed Federated Hermes Emerging Markets Equity Fund, Federated Hermes International Equity Fund, and Federated Hermes International Growth Fund, respectively), three portfolios of the Federated Hermes Adviser Series (former Federated Adviser Series), as of May 31, 2020, incorporated herein by reference and to the references to our firm under the headings “Financial Highlights” in the prospectuses and “Independent Registered Public Accounting Firm” in the statements of additional information.
/s/ KPMG LLP
Boston, Massachusetts
July 27, 2020
Exhibit 28 (n) under Form N-1A
Exhibit 99 under item 601/REG. S-K
MULTIPLE CLASS PLAN
Current as of June 1, 2019
This Multiple Class Plan (this "Plan") is adopted by the investment companies (the "Multiple Class Companies") identified in exhibits hereto (the "Class Exhibits") as offering separate classes of shares ("Classes").
1. Purpose
This Plan is adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the "Rule"), in connection with the issuance by the Multiple Class Companies and any series thereof (collectively the "Funds") of more than one Class of shares in reliance on the Rule. In documenting the exchange features for each Class, this plan describes the arrangements whereby shares of Funds may be exchanged for or from certain other investment companies which are not part of this Plan. In documenting the separate arrangement for distribution of each Class, this Plan also sets forth the schedules for variations in sales loads and contingent deferred sales charges required by Rules 22d-1 and 6c-10, respectively. Financial intermediary-specific front-end sales load and contingent deferred sales charge (“CDSC”) waivers, front-end sales load discounts and exchange features (collectively, “sales charge variations”) required to be disclosed by Rule 22d-1 shall be as set forth in the prospectus of a Fund, as may be amended from time to time.
2. Separate Arrangements/Class Differences
The arrangements for shareholders services or the distribution of shares, or both, for each Class shall be set forth in the applicable Class Exhibit hereto.
3. Expense Allocations
Each Class shall be allocated those shareholder service fees and fees and expenses payable under a Rule 12b-1 Plan specified in the Class Exhibit. In addition the following expenses may be specifically allocated to each Class to the extent that the Fund's officers determine that such expenses are actually incurred in a different amount by that Class, or that the Class receives services of a different kind or to a different degree than other Classes:
(a) transfer agent fees;
(b) | printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses, and proxies to current shareholders; |
(c) | blue sky registration fees; |
(d) | SEC registration fees; |
(e) | the expense of administrative personnel and services as required to support the shareholders; |
(f) | litigation or other legal expenses relating solely to one Class; or |
(g) | other expenses incurred on behalf of the Class or for events or activities pertaining exclusively to the Class. |
4. Conversion and Exchange Features
The conversion and exchange features for shares of each Class shall be as set forth in the applicable Class Exhibit hereto.
5. Amendment
Any material amendment of this Plan or any Class Exhibit hereto by any Multiple Class Company is subject to the approval of a majority of the directors/trustees of the applicable Multiple Class Company and a majority of the directors/trustees of the Multiple Class Company who are not interested persons of the Multiple Class Company, pursuant to the Rule.
Class A Shares Exhibit
To
Multiple Class Plan
(Revised 6/29/20)
1. SEPARATE ARRANGEMENT AND EXPENSE ALLOCATION
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Class A Shares will consist of sales and shareholder servicing by financial intermediaries in consideration of the payment of a portion of the applicable sales load (“dealer reallowance”)and a shareholder service fee. When indicated on the Schedule to this Exhibit, the principal underwriter and financial intermediaries may also receive payments for distribution and/or administrative services under a 12b-1 Plan. In connection with this basic arrangement, Class A Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Class A Shares |
Sales Load | Up to 5.5% of the public offering price, as set forth in the attached Schedules |
Contingent Deferred Sales Charge ("CDSC") | 0.00% |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | As set forth in the attached Schedule |
Redemption Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Class A Shares as described in Section 3 of the Plan |
2. CONVERSION AND EXCHANGE PRIVILEGES
For purposes of Rule 18f-3, Class A Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Class A Shares that are not subject to a contingent deferred sales charge (“CDSC”) based upon the redemption of a “Large Ticket” purchase made within 24 months may be converted to any other Share Class within the same Fund, provided that shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privilege: | Class A Shares may be exchanged for Class A Shares of any other Fund |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated in the same manner as a redemption and purchase.
3. EXCEPTIONS TO BASIC ARRANGEMENTS
For purposes of Rules 22d-1 and 6c-10 under the Act, unless otherwise specified on the Schedule to this Exhibit, the scheduled variations in sales loads and contingent deferred sales charges are as follows:
(A) BASIC SALES LOAD SCHEDULE
The basic schedule of sales loads for Class A Shares of Funds so designated on the Schedule to this Exhibit is as follows:
(B) FIXED INCOME SALES LOAD SCHEDULE
The schedule of sales loads for Class A Shares of Funds so designated on the Schedule to this Exhibit is as follows:
(C) MODIFIED FIXED INCOME SALES LOAD SCHEDULE
The schedule of sales loads for Class A Shares of Funds so designated on the Schedule to this Exhibit is as follows:
Purchase Amount |
Sales Charge as a Percentage of Public Offering Price |
Less than $100,000 | 1.00% |
$100,000 or greater | 0.00% |
(D) MONEY MARKET AND ULTRASHORT BOND LOAD SCHEDULE
The Schedule of sales loads for Class A Shares of Funds so designated on the Schedule to this Exhibit is as follows:
Purchase Amount |
Sales Charge as a Percentage of Public Offering Price |
|
All purchases | 0.00% |
(E) "LARGE TICKET" PURCHASES
Unless otherwise indicated on the Schedule to this Exhibit, a financial intermediary that places an order to purchase $1,000,000 or more of Class A Shares shall receive from the principal underwriter an advance commission equal to 75 basis points (0.75%) of the public offering price. In such event, notwithstanding anything to the contrary in the Plan or this Exhibit, such Class A Shares shall be subject to a contingent deferred sales charge upon redemption within 24 months of purchase equal to 75 basis points (0.75%) of the lesser of (x) the purchase price of the Class A Shares or (y) the redemption price of the Class A Shares. Any contingent deferred sales charge received upon redemption of Class A Shares shall be paid to the principal underwriter in consideration of the advance commission.
(F) REDUCING OR ELIMINATING THE SALES LOAD
Contingent upon notification to the Fund’s principal underwriter or transfer agent, in applying the exceptions set forth in this Section 3, the purchase amount shall take into account:
· | Discounts achieved by combining concurrent purchases of and/or current investment in Class A, Class B, Class C, Class F, and Class R Shares, made or held by (or on behalf of) the investor, the investor’s spouse, and the investor’s children under age 21 (regardless of whether the purchases or investments are made or held directly or through an investment professional or through a single-participant retirement account); provided that such purchases and investments can be linked using tax identification numbers (TINs), social security numbers (SSNs), or Broker Identification Numbers (BINs); and |
· | Letters of intent to purchase a certain amount of Class A Shares within a thirteen month period. |
(G) waiver of sales load
Continent upon notification to the Fund’s Transfer Agent, no sales load shall be assessed on purchases of Class A Shares made:
· | within 120 days of redeeming shares of an equal or greater amount; |
· | through a program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement or other fee-based program offered by the Financial Intermediary) and where the Financial Intermediary has agreed with the principal underwriter not to receive a dealer reallowance on purchases under such program; |
· | with reinvested dividends or capital gains; |
· | or Class A Shares, issued in connection with the merger, consolidation, or acquisition of the assets of another fund. Further, no sales load shall be assessed on purchases of Shares made by a shareholder that originally became a shareholder of a Federated Fund pursuant to the terms of an agreement and plan of reorganization which permits shareholders to acquire Shares at NAV provided that such Shares are held directly with the Fund’s transfer agent. If the Shares are held through a financial intermediary the sales charge waiver will not apply; |
· | by Federated Life Members (Federated shareholders who originally were issued shares through the “Liberty Account”, which was an account for the Liberty Family of Funds on February 28, 1987, or who invested through an affinity group prior to August 1, 1987, into the Liberty Account); |
· | by Directors, Trustees, employees, former employees and sales representatives of the Fund, the Adviser, the principal underwriter and their affiliates, employees of any investment professional that sells Shares according to a sales agreement with the principal underwriter, by the immediate family members of the above persons, and by trusts, pensions or profit-sharing plans for the above persons; and |
· | pursuant to the exchange privilege. However, this sales charge waiver may not apply to Class A Shares purchased pursuant to the exchange privilege if a shareholder did not previously pay a sales load upon its initial purchase of Class A Shares. |
(H) WAIVER OF CONTINGENT DEFFERED SALES CHARGE ON LARGE-TICKET PURCHASES
Contingent upon notification to the Fund’s principal underwriter or transfer agent, no CDSC will be imposed on redemptions.
· | following the death of the last surviving shareholder on the account, or the post-purchase disability of all registered shareholder(s), as defined in Section 72(m)(7) of the Internal Revenue Code. |
· | due to the termination of a trust following the death of the trustor/grantor or beneficiary, provided that the trust document specifically states that the trust is terminated upon the death |
· | representing minimum required distributions (“RMD”) from an Individual Retirement Account or other retirement plan as required under the Internal Revenue Code; |
· | of Shares originally purchased through a financial intermediary that did not receive an advance commission on the purchase; |
· | of Shares that were reinvested within 120 days of a previous redemption; |
· | of Shares held by the Directors, Trustees, employees, former employees and sales representatives of the Fund, the Adviser, the principal underwriter and their affiliates, employees of any investment professional that sells Shares according to a sales agreement with the principal underwriter, by the immediate family members of the above persons, and by trusts, pension or profit-sharing plans for the above persons; |
· | of Shares originally purchased through a program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement, or other fee-based program offered by the Financial Intermediary) and where the Financial Intermediary has agreed with the principal underwriter not to receive an advanced commission on purchases under such program; |
· | of Shares purchased with reinvested dividends or capital gains; |
· | imposed by the Fund when it closes an account for not meeting the minimum balance requirements; and |
· | of Shares which were purchased pursuant to an exchange privilege if the Shares were held for the applicable CDSC holding period. |
(I) | SALES CHARGE WAIVERS FOR SHAREHOLDERS PURCHASING THROUGH CERTAIN FINANCIAL INTERMEDIARIES |
Financial intermediary sales charge variations required to be disclosed by Rule 22d-1 shall be as set forth in the prospectus of a Fund, as may be amended from time to time.
4. SPECIAL OFFER PROGRAM
[NOTE: The 30 month CDSC period connected with of this program expired in September of 2002]
During the Special Offer Program which took place in March, 2000, the sales load was waived on purchases of Class A Shares of Federated Aggressive Growth Fund, Federated Communications Technology Fund, Federated Large Cap Growth Fund, and Federated International Small Company Fund (the "Special Offer Funds"). Instead, the principal underwriter paid an advance commission of 2.00% of the offering price of the Special Offer Funds to intermediaries participating in the Special Offer Program. Class A Shares purchased through this Special Offer were subject to a CDSC of 2.00% on redemptions which occurred within 30 months after the purchase, which amount was to be paid to the principal underwriter in consideration for advancing the commission to intermediaries. Class A Shares of the Special Offer Funds purchased during the Special Offer Program could be exchanged with Class A Shares of other Special Offer Funds with no imposition of a sales load or CDSC fee. Class A Shares of the Special Offer Funds purchased during the Special Offer Program which were exchanged for Class A Shares of other Funds during the 30 month CDSC period incurred the CDSC fee upon redemption. However, no sales load was charged for such an exchange.
5. REDEMPTION FEE
For purposes of Rule 11a-3 under the Act, any redemption fee received upon the redemption or exchange of Class A Shares will be applied to fees incurred or amount expended in connection with such redemption or exchange. The balance of any redemption fees shall be paid to the Fund.
A Fund shall waive any redemption fee with respect to (i) non-participant directed redemptions or exchanges involving Class A Shares held in retirement plans established under Section 401(a) or 401(k) of the Internal Revenue Code (the “Code”), custodial plan accounts established under Section 493(b)(7) of the Code, or deferred compensation plans established under Section 457 of the Code; (ii) redemptions or exchanges involving Class A Shares held in plans administered as college savings programs under Section 529 of the Code; and (iii) Class A Shares redeemed due to the death of the last surviving shareholder on the account.
Schedule
of Funds
Offering Class A Shares
The Funds set forth on this Schedule each offer Class A Shares on the terms set forth in the Class A Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
1. CLASS A SHARES SUBJECT TO THE BASIC LOAD SCHEDULE
Multiple Class Company Series |
12b-1 Fee |
Redemption Fee |
Federated Hermes Adviser Series | ||
Federated Hermes Emerging Markets Equity Fund | 0.05% | None |
Federated Hermes Absolute Return Credit Fund | 0.05% | None |
Federated Hermes Global Equity Fund | 0.05% | None |
Federated Hermes Global Small Cap Fund | 0.05% | None |
Federated Hermes International Equity Fund | 0.05% | None |
Federated Hermes Unconstrained Credit Fund | 0.05% | None |
Federated Hermes US SMID Fund | 0.05% | None |
Federated Hermes SDG Engagement Equity Fund | 0.05% | None |
Federated Hermes SDG Engagement High Yield Credit Fund | 0.05% | None |
Federated Hermes International Developed Equity Fund | 0.05% | None |
Federated Hermes International Growth Fund | 0.05% | None |
Federated Hermes MDT Large Cap Value Fund | 0.05% | None |
Federated Hermes Equity Funds | ||
Federated Hermes Clover Small Value Fund | 0.05% | None |
Federated Hermes Global Strategic Value Dividend Fund | 0.05% | None |
Federated Hermes International Strategic Value Dividend Fund | 0.05% | None |
Federated Hermes Kaufmann Fund | 0.25% | None |
Federated Hermes Kaufmann Large Cap Fund | 0.25% | None |
Federated Hermes Kaufmann Small Cap Fund | 0.25% | None |
Federated Hermes MDT Mid Cap Growth Fund | None | None |
Federated Hermes Prudent Bear Fund | 0.05% | None |
Federated Hermes Strategic Value Dividend Fund | 0.05% | None |
Federated Hermes Equity Income Fund, Inc. | 0.05% | None |
Federated Hermes Global Allocation Fund | None | None |
Federated Hermes High Yield Trust | ||
Federated Hermes Equity Advantage Fund | 0.05% | None |
Federated Hermes Income Securities Trust | ||
Federated Hermes Capital Income Fund | None | None |
Federated Hermes Muni and Stock Advantage Fund | 0.05% | None |
Federated Hermes Real Return Bond Fund | 0.05% | None |
Federated Hermes MDT Series | ||
Federated Hermes MDT All Cap Core Fund | 0.05% | None |
Federated Hermes MDT Balanced Fund | 0.05% | None |
Federated Hermes MDT Large Cap Growth Fund | 0.05% | None |
Federated Hermes MDT Small Cap Core Fund | 0.05% | None |
Federated Hermes MDT Small Cap Growth Fund | 0.05% | None |
|
||
Federated Hermes World Investment Series, Inc. | ||
Federated Hermes International Leaders Fund | 0.05% | None |
Federated Hermes International Small-Mid Company Fund | 0.05% | None |
2. CLASS A SHARES SUBJECT TO THE FIXED INCOME LOAD SCHEDULE
Multiple Class Company Series |
12b-1 Fee |
Redemption Fee |
Federated Hermes Fixed Income Securities, Inc. | ||
Federated Hermes Strategic Income Fund | None | None |
Federated Hermes Government Income Securities, Inc. | 0.05% | None |
Federated Hermes High Income Bond Fund, Inc. | None | 2% on shares redeemed or exchanged within 90 days of purchase |
Federated Hermes High Yield Trust | ||
Federated Hermes Opportunistic High Yield Bond Fund | 0.05% | 2% on shares redeemed or exchanged within 90 days of purchase |
Federated Hermes Income Securities Trust | ||
Federated Hermes Fund for U.S. Government Securities | None | None |
Federated Hermes International Series, Inc. | ||
Federated Hermes Global Total Return Bond Fund (formerly Federated International Bond Fund) | 0.25% | None |
Federated Hermes Investment Series Funds, Inc. | ||
Federated Hermes Corporate Bond Fund | 0.05% | None |
Federated Hermes Municipal Bond Fund, Inc. | None | None |
Federated Hermes Municipal Securities Income Trust | ||
Federated Hermes Municipal High Yield Advantage Fund | 0.05% | None |
Federated Hermes Ohio Municipal Income Fund | 0.05% | None |
Federated Hermes Pennsylvania Municipal Income Fund | 0.05% | None |
Federated Hermes Total Return Series, Inc. | ||
Federated Hermes Total Return Bond Fund | 0.25% | None |
Federated Hermes World Investment Series, Inc. | ||
Federated Hermes Emerging Market Debt Fund | None | None |
3. Class A Shares Subject to the MODIFIED FIXED INCOME Sales Load Schedule
4. Class A Shares Subject to the Money Market AND ULTRASHORT BOND Load Schedule
Multiple Class Company Series |
12b-1 Fee |
Redemption Fee |
Federated Hermes Fixed Income Securities, Inc. | ||
Federated Hermes Municipal Ultrashort Fund | None | None |
Federated Hermes Institutional Trust | ||
Federated Hermes Government Ultrashort Fund | None | None |
Federated Hermes Total Return Series, Inc. | ||
Federated Hermes Ultrashort Bond Fund | None | None |
Federated Hermes Money Market Obligations Trust | ||
Federated Hermes Government Reserves Fund | 0.45% | None |
5. Class A Shares Not Participating in the Large Ticket Purchase Program
Multiple Class Company | Series |
Federated Hermes Fixed Income Securities, Inc. | Federated Hermes Municipal Ultrashort Fund |
Federated Hermes Income Securities Trust | Federated Hermes Short-Term Income Fund |
Federated Hermes Floating Rate Strategic Income Fund | |
Federated Hermes Institutional Trust | Federated Hermes Government Ultrashort Fund |
Federated Hermes Short-Intermediate Duration Municipal Trust | |
Federated Hermes Total Return Series, Inc. | Federated Hermes Ultrashort Bond Fund |
Administrative Shares Exhibit
To
Multiple Class Plan
(Revised 6/29/ 2020)
1. SEPARATE ARRANGEMENT AND EXPENSE ALLOCATION
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Administrative (“ADM”) Shares will consist of sales and shareholder servicing by financial intermediaries. The principal underwriter and financial intermediaries may receive payments for distribution and/or administrative services under a Rule 12b-1 Plan and financial intermediaries may also receive shareholder service fees for services provided. In connection with this basic arrangement, ADM Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated ADM Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") | None |
Shareholder Service Fee | As set forth in the attached Schedule |
12b-1 Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of ADM Shares as described in Section 3 of the Plan |
2. CONVERSION AND EXCHANGE PRIVILEGES
For purposes of Rule 18f-3, ADM Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, ADM Shares may be converted to any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privilege: | ADM Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Hermes Institutional Money Market, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. |
An exchange will be treated as a redemption and a subsequent purchase, and will be a taxable transaction. Exchange privileges may be modified or terminated at any time. A conversion of classes should not result in a realization for tax purposes.
Schedule
of Funds
Offering ADM Shares
The Funds set forth on this Schedule each offer ADM Shares on the terms set forth in the ADM Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
1. ADM SHARES SUBJECT TO THE BASIC LOAD SCHEDULE
Multiple Class Company Series |
12b-1 Fee | Shareholder Service Fee |
Federated Hermes Money Market Obligations Trust | ||
Federated Hermes Government Obligations Fund | 0.25% | Up to 0.25%, with 0.05% of the service fee being active upon the initial offering of the ADM Shares and 0.20% remaining dormant until approved by the Fund’s Board |
ADVISoR Shares Exhibit
To
Multiple Class Plan
(6/29/20)
1. SEPARATE ARRANGEMENT AND EXPENSE ALLOCATION
Advisor (“AVR”) Shares are available exclusively for shareholders investing through certain financial intermediaries that have entered into an agreement with the Funds’ distributor who has approved them for the sale of AVR Shares. For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the AVR Shares will consist of sales and shareholder servicing by financial intermediaries. In connection with this basic arrangement, AVR Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated AVR Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") | None |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of AVR Shares as described in Section 3 of the Plan |
2. CONVERSION AND EXCHANGE PRIVILEGES
For purposes of Rule 18f-3, AVR Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | None. |
Exchange Privilege: | AVR Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. |
An exchange will be treated as a redemption and a subsequent purchase, and will be a taxable transaction. Exchange privileges may be modified or terminated at any time.
Schedule
of Funds
Offering AVR Shares
The Funds set forth on this Schedule each offer AVR Shares on the terms set forth in the AVR Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
1. AVR SHARES SUBJECT TO THE BASIC LOAD SCHEDULE
Multiple Class Company Series |
12b-1 Fee |
Federated Hermes Money Market Obligations Trust | |
Federated Hermes Government Obligations Fund | None |
Federated Hermes Prime Cash Obligations Fund | None |
Federated Hermes Tax-Free Obligations Fund | None |
AUTOMATED Shares Exhibit
To
Multiple Class Plan
(revised 6/29/20)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Automated Shares will consist of sales and shareholder servicing by financial intermediaries. Financial intermediaries may receive shareholder service fees for services provided. In connection with this basic arrangement, Automated Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Automated Shares |
Sales Load | None |
Contingent Deferred
Sales Charge ("CDSC")
|
None |
Shareholder Service Fee Recordkeeping Fee |
Up to 25 basis points (0.25%) of the average daily net asset value Up to 10 basis points (0.10%) of the average daily net asset value |
12b-1 Fee | None |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Automated Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Automated Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privileges: | Automated Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered, after the payment of any redemption fees to the Fund. Exchanges shall be treated in the same manner as a redemption and purchase.
Schedule
of Funds
Offering AUTOMATED Shares
The Funds set forth on this Schedule each offer Automated Shares on the terms set forth in the Automated Shares Exhibit to the Multiple Class Plan.
Multiple Class Company Series |
Federated Hermes Money Market Obligations Trust |
Federated Hermes Municipal Obligations Fund |
Federated Hermes Prime Cash Obligations Fund |
Federated Hermes Government Obligations Tax-Managed Fund |
Federated Hermes Treasury Obligations Fund |
Class B Shares Exhibit
To
Multiple Class Plan
(Revised 6/29/20)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Class B Shares will consist of sales by financial intermediaries in consideration of the payment of an advance commission paid by the principal underwriter. Financial intermediaries may perform shareholder services and receive a shareholder service fee for their services. In consideration of advancing commissions and/or the provision of shareholder services, the principal underwriter may receive the contingent deferred sales charges paid upon redemption of Class B Shares, and/or shareholder service fees and/or fees under a 12b-1 plan. In connection with this basic arrangement, Class B Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Class B Shares |
Sales Load | None |
Contingent Deferred Sales Charge (“CDSC”) | Up to 5.5% of the share price at the time of purchase or redemption, whichever is lower |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | Up to 75 basis points (0.75%) of the average daily net asset value |
Redemption Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Class B Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Class B Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | After Class B Shares have been held for eight years from the date of purchase, they will automatically convert into Class A Shares. |
Exchange Privilege: | Class B Shares may be exchanged for Class B Shares of any other fund. |
In any conversion or exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated in the same manner as a redemption and purchase.
3. Exceptions to Basic Arrangements
For purposes of Rules 6c-10 and 22d-1 under the Act, unless otherwise specified on the Schedule to this Exhibit, the scheduled variations in contingent deferred sales charges payable upon redemption are as follows:
(A) BASIC CDSC SCHEDULE
Shares Held Up to: To: | Have A CDSC Of: |
1 year | 5.50 % |
2 years | 4.75 % |
3 years | 4.00 % |
4 years | 3.00 % |
5 years | 2.00 % |
6 years | 1.00 % |
7 years | 0.00 % |
8 years | Convert to Class A Shares |
(B) WAIVER OF CDSC
Contingent upon notification to the Fund’s principal underwriter or transfer agent, no CDSC will be imposed on redemptions:
· | following the death of the last surviving shareholder or post-purchase disability, as defined in Section 72(m)(7) of the Internal Revenue Code of 1986; |
· | due to the termination of a trust following the death of the trustor/grantor or beneficiary, provided that the trust document specifically states that the trust is terminated upon the death |
· | representing minimum required distributions (“RMD”) from an Individual Retirement Account or other retirement plan as required under the Internal Revenue Code; |
· | of Shares that were reinvested within 120 days of a previous redemption; |
· | of Shares held by the Directors, Trustees, employees, former employees and sales representatives of the Fund, the Adviser, the principal underwriter and their affiliates, employees of any investment professional that sells Shares according to a sales agreement with the principal underwriter, by the immediate family members of the above persons, and by trusts, pension or profit-sharing plans for the above persons; |
· | of Shares originally purchased through a program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement, or other fee-based program offered by the Financial Intermediary) and where the Financial Intermediary has agreed with the principal underwriter not to receive an advanced commission on purchases under such program; |
· | of Shares purchased with reinvested dividends or capital gains; |
· | imposed by the Fund when it closes an account for not meeting the minimum balance requirements; and |
· | of Shares which were purchased pursuant to an exchange privilege if the Shares were held for the applicable CDSC holding period. |
(C) SYSTEMATIC WITHDRAWAL PROGRAM
Contingent upon notification to the principal underwriter or the Fund’s transfer agent, no CDSC will be imposed on redemptions that are qualifying redemptions of Class B Shares under a Systematic Withdrawal Program as described in the applicable prospectus and statement of additional information.
(D) SALES CHARGE WAIVERS FOR SHAREHOLDERS PURCHASING THROUGH CERTAIN FINANCIAL INTERMEDIARIES
Financial intermediary sales charge variations required to be disclosed by Rule 22d-1 shall be as set forth in the prospectus of a Fund, as may be amended from time to time.
4. Redemption Fee
For purposes of Rule 11a-3 under the Act, any redemption fee received upon the redemption or exchange of Class B Shares will be applied to fees incurred or amount expended in connection with such redemption or exchange. The balance of any redemption fees shall be paid to the Fund.
A Fund shall waive any redemption fee with respect to (i) non-participant directed redemptions or exchanges involving Class B Shares held in retirement plans established under Section 401(a) or 401(k) of the Internal Revenue Code (the “Code”), custodial plan accounts established under Section 493(b)(7) of the Code, or deferred compensation plans established under Section 457 of the Code; (ii) redemptions or exchanges involving Class B Shares held in plans administered as college savings programs under Section 529 of the Code; and (iii) Class B Shares redeemed due to the death of the last surviving shareholder on the account.
Schedule
of Funds
Offering Class B Shares
The Funds set forth on this Schedule each offer Class B Shares on the terms set forth in the Class B Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
CLASS B SHARES SUBJECT TO THE BASIC LOAD SCHEDULE
Multiple Class Company
Series |
12b-1 Fee | Redemption Fee |
Federated Hermes Adviser Series: | ||
Federated Hermes MDT Large Cap Value Fund | 0.75% | None |
Federated Hermes Equity Funds: | ||
Federated Hermes Kaufmann Fund | 0.75% | None |
Federated Hermes Kaufmann Small Cap Fund | 0.75% | None |
Federated Hermes Equity Income Fund, Inc. | 0.75% | None |
Federated Hermes Fixed Income Securities, Inc.: | ||
Federated Hermes Strategic Income Fund | 0.75% | None |
Federated Hermes Global Allocation Fund | 0.75% | None |
Federated Hermes High Income Bond Fund, Inc. | 0.75% | 2% on shares redeemed or exchanged within 90 days of purchase |
Federated Hermes Income Securities Trust: | ||
Federated Hermes Capital Income Fund | 0.75% | None |
Federated Hermes Fund for U.S. Government Securities | 0.75% | None |
Federated Hermes Muni and Stock Advantage Fund | 0.75% | None |
Federated Hermes Investment Series Funds, Inc.: | ||
Federated Hermes Corporate Bond Fund | 0.75% | None |
Federated Hermes MDT Series: | ||
Federated Hermes MDT Large Cap Growth Fund | 0.75% | None |
Federated Hermes Municipal Bond Fund, Inc. | 0.75% | None |
Federated Hermes Municipal Securities Income Trust: | ||
Federated Hermes Municipal High Yield Advantage Fund | 0.75% | None |
CLASS B SHARES SUBJECT TO THE BASIC LOAD SCHEDULE (continued)
Multiple Class Company
Series |
12b-1 Fee | Redemption Fee |
Federated Hermes Total Return Series, Inc.: | ||
Federated Hermes Total Return Bond Fund | 0.75% | None |
Federated Hermes World Investment Series, Inc.: | ||
Federated Hermes International Leaders Fund | 0.75% | None |
Federated Hermes Money Market Obligations Trust: | ||
Federated Hermes Government Reserves Fund | 0.75% | None |
Class C Shares Exhibit
To
Multiple Class Plan
(revised 06/29/2020)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Class C Shares will consist of sales by financial intermediaries in consideration of an advance commission of up to 1.00% of the public offering price, paid by the principal underwriter. Financial intermediaries may also provide shareholder services and may receive shareholder services fees therefor. Additionally, the principal underwriter and financial intermediaries may receive distribution and/or administrative service fees under the 12b-1 Plan. In cases where the principal underwriter has advanced a commission to the financial intermediary, such 12b-1 fees will be paid to the financial intermediary beginning in the thirteenth month after purchase. In consideration of advancing commissions, the principal underwriter will receive the contingent deferred sales charges paid upon redemption of Class C Shares and payments made under the 12b-1 Plan for twelve months following the purchase. In connection with this basic arrangement, Class C Shares will bear the following fees and expenses:
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Class C Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: |
At the election of the shareholder, Class C Shares that are not subject to a contingent deferred sales charge (“CDSC”) may be converted to any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. For Class C Shares purchased through a financial intermediary after June 30, 2017, such shares may only be converted to another Share Class of the same Fund if: (i) the Class C Shares are no longer subject to a CDSC or the financial intermediary agrees to reimburse the Fund’s distributor the CDSC otherwise payable upon the sale of such Class C Shares; (ii) the shareholder meets the investment minimum and eligibility requirements for the Share Class into which the conversion is sought, as applicable; and (iii) (A) the conversion is made to facilitate the shareholder’s participation in a self-directed brokerage account for a fee-based advisory program offered by the intermediary, or (B) the conversion is part of a multiple-client transaction through a particular financial intermediary as pre-approved by the Fund’s Administrator. After Class C Shares have been held for ten years from the date of purchase, they will automatically convert into Class A Shares on the next monthly conversion processing date, provided that the Fund or financial intermediary, record keeper, or platform has records confirming that the Class C Shares have been held for at least ten years and that Class A Shares are available for purchase. The financial intermediary, record keeper, or platform shall provide, upon the Fund’s request, representations that it has records confirming that the Class C Shares have been held for at least ten years and that Class A Shares are available for purchase. For Class C Shares acquired in an exchange from another Fund, the date of purchase will be based on the initial purchase of the Class C Shares of the prior Fund.” |
Exchange Privileges: | Class C Shares may be exchanged for Class C Shares of any other Fund. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated in the same manner as a redemption and purchase.
3. Exceptions to Basic Arrangements
For purposes of Rules 22d-1 and 6c-10 under the Act, unless otherwise specified on the Schedule to this Exhibit, the scheduled variations contingent deferred sales charges are as follows:
(A) WAIVER OF CDSC
· | following the death of the last surviving shareholder on the account, or post-purchase disability of all registered shareholder(s), as defined in Section 72(m)(7) of the Internal Revenue Code; |
· | due to the termination of a trust following the death of the trustor/grantor or beneficiary, provided that the trust document specifically states that the trust is terminated upon the death |
· | representing minimum required distributions (“RMD”) from an Individual Retirement Account or other retirement plan as required under the Internal Revenue Code; |
· | of Shares originally purchased through a financial intermediary that did not receive an advance commission on the purchase; |
· | of Shares that were reinvested within 120 days of a previous redemption; |
· | of Shares held by the Directors, Trustees, employees, former employees and sales representatives of the Fund, the Adviser, the principal underwriter and their affiliates, employees of any investment professional that sells Shares according to a sales agreement with the principal underwriter, by the immediate family members of the above persons, and by trusts, pension or profit-sharing plans for the above persons; |
· | of Shares originally purchased through a program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement, or other fee-based program offered by the Financial Intermediary) and where the Financial Intermediary has agreed with the principal underwriter not to receive an advanced commission on purchases under such program; |
· | of Shares purchased with reinvested dividends or capital gains; |
· | imposed by the Fund when it closes an account for not meeting the minimum balance requirements; and |
· | of Shares which were purchased pursuant to an exchange privilege if the Shares were held for the applicable CDSC holding period. |
(B) SALES CHARGE WAIVERS FOR SHAREHOLDERS PURCHASING THROUGH CERTAIN FINANCIAL INTERMEDIARIES
Financial intermediary sales charge variations required to be disclosed by Rule 22d-1 shall be as set forth in the prospectus of a Fund, as may be amended from time to time.
4. Redemption Fee
For purposes of Rule 11a-3 under the Act, any redemption fee received upon the redemption or exchange of Class C Shares will be applied to fees incurred or amount expended in connection with such redemption or exchange. The balance of any redemption fees shall be paid to the Fund.
A Fund shall waive any redemption fee with respect to (i) non-participant directed redemptions or exchanges involving Class C Shares held in retirement plans established under Section 401(a) or 401(k) of the Internal Revenue Code (the “Code”), custodial plan accounts established under Section 493(b)(7) of the Code, or deferred compensation plans established under Section 457 of the Code; (ii) redemptions or exchanges involving Class C Shares held in plans administered as college savings programs under Section 529 of the Code; and (iii) Class C Shares redeemed due to the death of the last surviving shareholder on the account.
Schedule of Funds
Offering Class C Shares
The Funds set forth on this Schedule each offer Class C Shares on the terms set forth in the Class C Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
CLASS C SHARES SUBJECT TO THE BASIC LOAD SCHEDULE
Multiple Class Company
Series |
12b-1 Fee | Redemption Fee | |
Federated Hermes Adviser Series | |||
Federated Hermes Emerging Markets Equity Fund | 0.75% | None | |
Federated Hermes Absolute Return Credit Fund | 0.75% | None | |
Federated Hermes Global Equity Fund | 0.75% | None | |
Federated Hermes Global Small Cap Fund | 0.75% | None | |
Federated Hermes International Equity Fund | 0.75% | None | |
Federated Hermes SDG Engagement Equity Fund | 0.75% | None | |
Federated Hermes SDG Engagement High Yield Credit Fund | 0.75% | None | |
Federated Hermes Unconstrained Credit Fund | 0.75% | None | |
Federated Hermes US SMID Fund | 0.75% | None | |
Federated Hermes International Equity Fund | 0.75% | None | |
Federated Hermes International Growth Fund | 0.75% | None | |
Federated Hermes MDT Large Cap Value Fund | 0.75% | None | |
Federated Hermes Equity Funds: | |||
Federated Hermes Clover Small Value Fund | 0.75% | None | |
Federated Hermes Global Strategic Value Dividend Fund | 0.75% | None | |
Federated Hermes International Strategic Value Dividend Fund | 0.75% | None | |
Federated Hermes Kaufmann Fund | 0.75% | None | |
Federated Hermes Kaufmann Large Cap Fund | 0.75% | None | |
Federated Hermes Kaufmann Small Cap Fund | 0.75% | None | |
Federated Hermes MDT Mid-Cap Growth Fund | 0.75% | None | |
Federated Hermes Prudent Bear Fund | 0.75% | None | |
Federated Hermes Strategic Value Dividend Fund | 0.75% | None | |
Federated Hermes Equity Income Fund, Inc. | 0.75% | None | |
Federated Hermes Fixed Income Securities, Inc.: | |||
Federated Hermes Strategic Income Fund | 0.75% | None | |
None | |||
Federated Hermes Global Allocation Fund | 0.75% | None | |
Federated Hermes Government Income Securities, Inc. | 0.75% | None | |
Federated Hermes High Income Bond Fund, Inc. | 0.75% | 2% on shares redeemed or exchanged within 90 days of purchase | |
Federated Hermes High Yield Trust | 0.75% | 2% on shares redeemed or exchanged within 90 days of purchase | |
Federated Hermes Income Securities Trust: | |||
Federated Hermes Capital Income Fund | 0.75% | None | |
Federated Hermes Floating Rate Strategic Income Fund | 0.75% | None | |
Federated Hermes Fund for U.S. Government Securities | 0.75% | None | |
Federated Hermes Muni and Stock Advantage Fund | 0.75% | None | |
Federated Hermes Real Return Bond Fund | 0.75% | None | |
CLASS C SHARES SUBJECT TO THE BASIC LOAD SCHEDULE (continued)
Multiple Class Company
Series |
12b-1 Fee | Redemption Fee |
Federated Hermes Index Trust | ||
Federated Hermes Max-Cap Index Fund | 0.75% | None |
Federated Hermes International Series, Inc.: | ||
Federated Hermes Global Total Return Bond Fund (formerly Federated International Bond Fund) | 0.75% | None |
Federated Hermes Investment Series Funds, Inc.: | ||
Federated Hermes Corporate Bond Fund | 0.75% | None |
Federated Hermes MDT Series: | ||
Federated Hermes MDT All Cap Core Fund | 0.75% | None |
Federated Hermes MDT Balanced Fund | 0.75% | None |
Federated Hermes MDT Large Cap Growth Fund | 0.75% | None |
Federated Hermes MDT Small Cap Core Fund | 0.75% | None |
Federated Hermes MDT Small Cap Growth Fund | 0.75% | None |
Federated Hermes Municipal Bond Fund, Inc. | 0.75% | None |
Federated Hermes Municipal Securities Income Trust: | ||
Federated Hermes Municipal High Yield Advantage Fund | 0.75% | None |
Federated Hermes Total Return Series, Inc.: | ||
Federated Hermes Total Return Bond Fund | 0.75% | None |
Federated Hermes World Investment Series, Inc.: | ||
Federated Hermes Emerging Market Debt Fund | 0.75% | None |
Federated Hermes International Leaders Fund | 0.75% | None |
Federated Hermes International Small-Mid Company Fund | 0.75% | None |
Federated Hermes Money Market Obligations Trust: | ||
Federated Hermes Government Reserves Fund | 0.75% | None |
Capital Shares Exhibit
To
Multiple Class Plan
(Revised 6/29/20)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Capital Shares will consist of sales and shareholder servicing by financial intermediaries. Financial intermediaries may receive shareholder service fees for services provided. In connection with this basic arrangement, Capital Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Capital Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") | None |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | None |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Capital Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Capital Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privileges: | Capital Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other fund or class shall be treated in the same manner as a redemption and purchase.
Schedule of Funds
Offering Capital Shares
The Funds set forth on this Schedule each offer Capital Shares on the terms set forth in the Capital Shares Exhibit to the Multiple Class Plan.
Multiple Class Company Series |
Federated Hermes Money Market Obligations Trust |
Federated Hermes California Municipal Cash Trust |
Federated Hermes Government Obligations Fund |
Federated Hermes Institutional Money Market Management |
Federated Hermes Municipal Obligations Fund |
Federated Hermes Prime Cash Obligations Fund |
Federated Hermes Institutional Prime Obligations Fund |
Federated Hermes Institutional Prime Value Obligations Fund |
Federated Hermes Treasury Obligations Fund |
CasH II Shares Exhibit
To
Multiple
Class Plan
(revised 6/29/20)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Cash II Shares will consist of sales and shareholder servicing by financial intermediaries. The principal underwriter and financial intermediaries may receive payments for distribution and/or administrative services under a 12b-1 Plan and financial intermediaries may also receive shareholder services fees for services provided. In connection with this basic arrangement, Cash II Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Cash II Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") | None |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Cash II Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Cash II Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privilege: | Cash II Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other fund or class shall be treated in the same manner as a redemption and purchase.
Schedule
of Funds
Offering Cash II Shares
The Funds set forth on this Schedule each offer Cash II Shares on the terms set forth in the Cash II Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
Multiple Class Company
Series |
12b-1 Fee |
Federated Hermes Money Market Obligations Trust: | |
Federated Hermes California Municipal Cash Trust | 0.20% |
Federated Hermes Government Obligations Fund | 0.35% |
Federated Hermes Municipal Obligations Fund | 0.35% |
Federated Hermes New York Municipal Cash Trust | 0.25% |
Federated Hermes Prime Cash Obligations Fund | 0.35% |
Federated Hermes Trust for U.S. Treasury Obligations | 0.35% |
Cash series Shares Exhibit
To
Multiple Class Plan
(Revised 6/29/20)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement for the Cash Series Shares will consist of sales and shareholder servicing by financial intermediaries. The principal underwriter and financial intermediaries may receive payments for distribution and/or administrative services under a 12b-1 Plan and financial intermediaries may receive a shareholder service fee for services provided. In connection with this basic arrangement, Cash Series Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Cash Series Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") |
None |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Cash Series Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Cash Series Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privileges: | Cash Series Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other fund or class shall be treated in the same manner as a redemption and purchase.
Schedule of Funds
Offering Cash Series Shares
The Funds set forth on this Schedule each offer Cash Series Shares on the terms set forth in the Cash Series Shares Exhibit to Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
Multiple Class Company | 12b-1 Fee |
Federated Hermes Money Market Obligations Trust: | |
Federated Hermes California Municipal Cash Trust | 0.60% |
Federated Hermes Government Obligations Fund | 0.60% |
Federated Hermes Massachusetts Municipal Cash Trust | 0.60% |
Federated Hermes Municipal Obligations Fund | 0.60% |
Federated Hermes New York Municipal Cash Trust | 0.60% |
Federated Hermes Pennsylvania Municipal Cash Trust | 0.40% |
Federated Hermes Prime Cash Obligations Fund | 0.60% |
Federated Hermes Trust for U.S. Treasury Obligations | 0.60% |
Federated Hermes Virginia Municipal Cash Trust | 0.60% |
EAGLE Shares Exhibit
To
Multiple Class Plan
(Revised 06/29/20)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Eagle Shares will consist of sales and shareholder servicing by financial intermediaries. The principal underwriter and financial intermediaries may receive payments for distribution and/or administrative services under a Rule 12b-1 Plan and financial intermediaries may also receive shareholder service fees for services provided. In connection with this basic arrangement, Eagle Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Eagle Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") | None |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Eagle Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Eagle Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privilege: | Eagle Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated in the same manner as a redemption and purchase.
Schedule of FundS
Offering EAGLE Shares
The Funds set forth on this Schedule each offer Eagle Shares on the terms set forth in the Eagle Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
Multiple Class Company
Series |
12b-1 Fee |
Federated Hermes Money Market Obligations Trust: Federated Hermes Institutional Money Market Management |
None |
Class F Shares Exhibit
To
Multiple Class Plan
(Revised 6/29/20)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement for the Class F Shares will consist of sales by financial intermediaries in consideration of the payment of the sales load (“dealer reallowance”). Financial intermediaries may also provide shareholder services and may receive shareholder service fees therefor. Additionally, the principal underwriter may pay up to 100 basis points (1.00%) of the public offering price to financial intermediaries as an advance commission on sales. In consideration of advancing this payment, the principal underwriter will receive any contingent deferred sales charges paid upon redemption of Class F Shares and distribution service fees under the 12b-1 Plan on an ongoing basis. In connection with this basic arrangement Class F Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Class F Shares |
Sales Load | Up to 100 basis points (1.00%) of the public offering price |
Contingent Deferred Sales Charge ("CDSC") | Up to 100 basis points (1.00%) of the share price at the time of original purchase or redemption, whichever is lower |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Class F Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Class F Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Class F Shares that are not subject to a contingent deferred sales charge (“CDSC”) may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privileges: | Class F Shares may be exchanged for Class F Shares of any other Fund. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated as a redemption and purchase.
3. Exceptions to Basic Arrangements
For purposes of Rules 22d-1 and 6c-10 under the Act, unless otherwise specified on the Schedule to this Exhibit, the scheduled variations in sales load and contingent deferred sales charges are as follows:
(A) BASIC SALES LOAD SCHEDULE *
Purchase Amount: |
Sales Charge as Percentage of Offering Price | Sales Charge as a Percentage of NAV |
Less than $1 million | 1.00% | 1.01% |
$1 million or greater | 0.00% | 0.00% |
(B) CDSC SCHEDULE
Unless otherwise indicated below, the Schedule of Contingent Deferred Sales Charges for each Fund is as follows:
Purchase Amount: |
Shares Held: |
Contingent Deferred Sales Charge: |
Under $2 million | 4 years or less | 1.00% |
$2 million but less than $5 million | 2 years or less | 0.50% |
$ 5 million or greater | 1 year or less | 0.25% |
(C) REDUCING OR ELIMINATING THE SALES LOAD
Contingent upon notification to the Fund’s principal underwriter or transfer agent, in applying the exceptions set forth in this Section 3, the purchase amount shall take into account:
Discounts achieved by combining concurrent purchases of and/or current investment in Class A, Class B, Class C, Class F, and Class R Shares, made or held by (or on behalf of) the investor, the investor’s spouse, and the investor’s children under age 21 (regardless of whether the purchases or investments are made or held directly or through an investment professional or through a single-participant retirement account); provided that such purchases and investments can be linked using tax identification numbers (TINs), social security numbers (SSNs), or Broker Identification Numbers (BINs); and | |
Letters of intent to purchase a certain amount of Class F Shares within a thirteen month period. |
(D) WAIVER OF SALES LOAD
Contingent upon notification to the Fund's principal underwriter or transfer agent, no sales load will be assessed on purchases of Class F Shares made:
· | within 120 days of redeeming Shares of an equal or greater amount; |
· | through a financial intermediary that did not receive a dealer reallowance on the purchase; |
by shareholders who originally became shareholders of a Fund pursuant to the terms of an agreement and plan of reorganization which permits the shareholders to acquire shares at net asset value. However, if the shareholder closes their account with the transfer agent, or if the shareholder transfers their account to another financial intermediary, the shareholder may no longer receive a sales charge waiver; | |
· | with reinvested dividends or capital gains; |
· | by Directors, Trustees, employees, former employees and sales representatives of the Fund, the Adviser, the principal underwriter and their affiliates, employees of any investment professional that sells shares according to a sales agreement with the principal underwriter, by the immediate family members of the above persons, and by trusts, pension or profit-sharing plans for the above persons; and |
· | pursuant to the exchange privilege. |
(E) WAIVER OF CDSC
Contingent upon notification to the Fund’s principal underwriter or transfer agent, no CDSC will be imposed on redemptions:
· | following the death of the last surviving shareholder on the account, or post-purchase disability of all registered shareholder(s), as defined in Section 72(m)(7) of the Internal Revenue Code; |
· | due to the termination of a trust following the death of the trustor/grantor or beneficiary, provided that the trust document specifically states that the trust is terminated upon the death |
· | representing minimum required distributions (“RMD”) from an Individual Retirement Account or other retirement plan as required under the Internal Revenue Code; |
· | of Shares originally purchased through a financial intermediary that did not receive an advance commission on the purchase. |
· | of Shares that were reinvested within 120 days of a previous redemption of an equal or lesser amount; |
· | of Shares held by the Directors, Trustees, employees, former employees and sales representatives of the Fund, the Adviser, the principal underwriter and their affiliates, employees of any investment professional that sells Shares according to a sales agreement with the principal underwriter, by the immediate family members of the above persons, and by trusts, pension or profit-sharing plans for the above persons; |
· | of Shares originally purchased through a program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement, or other fee-based program offered by the Financial Intermediary) and where the Financial Intermediary has agreed with the principal underwriter not to receive an advanced commission on purchases under such program; |
· | of Shares purchased with reinvested dividends or capital gains; |
· | imposed by the Fund when it closes an account for not meeting the minimum balance requirements; |
· | of Shares which were purchased pursuant to an exchange privilege if the Shares were held for the applicable CDSC holding period; and |
· | representing a total or partial distribution from a qualified plan, which would not include account transfer, rollovers, or redemptions for the purpose of reinvestment. For these purposes, qualified plans would not include an Individual Retirement Account, Keogh Plan or custodial account following retirement. |
Schedule of Funds
Offering Class F Shares
The Funds set forth on this Schedule each offer Class F Shares on the terms set forth in the Class F Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
CLASS F SHARES SUBJECT TO THE BASIC LOAD SCHEDULE
Multiple Class Company Series |
12b-1 Fee |
Federated Hermes Equity Income Fund, Inc. | 0.25% |
Federated Hermes Fixed Income Securities, Inc.: Federated Hermes Strategic Income Fund |
0.05% |
Federated Hermes Government Income Securities, Inc. | None |
Federated Hermes Income Securities Trust: Federated Hermes Capital Income Fund Federated Hermes Muni and Stock Advantage Fund |
0.05% None |
Federated Hermes Investment Series Funds, Inc.: Federated Hermes Corporate Bond Fund |
None |
Federated Hermes Municipal Bond Fund, Inc. | None |
Federated Hermes Municipal Securities Income Trust: Federated Hermes Municipal High Yield Advantage Fund Federated Hermes Ohio Municipal Income Fund |
0.05% 0.40% |
Federated Hermes Money Market Obligations Trust: Federated Hermes Government Reserves Fund |
0.45% |
Institutional/WEALTH Shares Exhibit
To
Multiple Class Plan
(REVISED 6/29/2020)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Institutional and Wealth Shares will consist of
(i) | with respect to money market funds, sales and shareholder servicing by financial intermediaries; and |
(ii) | with respect to fluctuating NAV funds, sales and shareholder servicing by financial intermediaries to the following categories of investors (“Eligible Investors”); |
· | An investor participating in a no-load platform, network or other fee-based program offered by a financial intermediary, for example, a wrap-account or retirement platform, where Federated has entered into an agreement with the intermediary; |
· | A trustee/director, employee or former employee of the Fund, the Adviser, the Distributor and their affiliates; an immediate family member of these individuals, or a trust, pension or profit-sharing plan for these individuals; |
· | An employer-sponsored retirement plan; |
· | A trust institution investing on behalf of its trust customers; |
· | A Federated Hermes Fund; |
· | An investor, other than a natural person, purchasing Shares directly from the Fund; |
· | An investor (including a natural person) who owned Shares as of December 31, 2008; |
· | Without regard to the initial investment minimum, an investor who acquired Institutional and/or Wealth Shares pursuant to the terms of an agreement and plan of reorganization which permits the investor to acquire such Shares; and |
· | Without regard to the initial investment minimum, in connection with an acquisition of an investment management or advisory business, or related investment services, products or assets, by Federated or its investment advisory subsidiaries, an investor (including a natural person) who (1) becomes a client of an investment advisory subsidiary of Federated or (2) is a shareholder or interest holder of a pooled investment vehicle or product that becomes advised or subadvised by a Federated investment advisory subsidiary as a result of such an acquisition other than as a result of a fund reorganization transaction pursuant to an agreement and plan of reorganization. |
The principal underwriter and financial intermediaries may receive payments for distribution and/or administrative services under a Rule 12b-1 Plan and financial intermediaries may also receive shareholder service fees for services provided. In connection with this basic arrangement, Institutional and Wealth Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Institutional and Wealth Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") |
None |
Shareholder Service Fee | As set forth in the attached Schedule |
12b-1 Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Institutional and/or Wealth Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Institutional and Wealth Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privilege: | Institutional and/or Wealth Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated in the same manner as a redemption and purchase.
3. REDEMPTION FEE.
For purposes of Rule 11a-3 under the Act, any redemption fee received upon the redemption or exchange of Institutional and/or Wealth Shares will be applied to fees incurred or amount expended in connection with such redemption or exchange. The balance of any redemption fees shall be paid to the Fund.
A Fund shall waive any redemption fee with respect to (i) non-participant directed redemptions or exchanges involving Institutional and/or Wealth Shares held in retirement plans established under Section 401(a) or 401(k) of the Internal Revenue Code (the “Code”), custodial plan accounts established under Section 493(b)(7) of the Code, or deferred compensation plans established under Section 457 of the Code; (ii) redemptions or exchanges involving Institutional and/or Wealth Shares held in plans administered as college savings programs under Section 529 of the Code; and (iii) Institutional and/or Wealth Shares redeemed due to the death of the last surviving shareholder on the account.
Schedule
of Funds
Offering institutional Shares
The Funds set forth on this Schedule each offer Institutional Shares on the terms set forth in the Institutional/-Wealth Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
Schedule
of Funds
Offering WEALTH Shares
The Retail Money Market Funds set forth on this Schedule each offer Wealth Shares on the terms set forth in the Institutional/Wealth Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
Multiple Class Company Series |
12b-1 Fee |
Shareholder Service Fee |
Redemption Fee |
Federated Hermes Money Market Obligations Trust: | |||
Federated Hermes California Municipal Cash Trust | None | 0.25% | None |
Federated Hermes Massachusetts Municipal Cash Trust | None | 0.25% | None |
Federated Hermes Municipal Obligations Fund | None | 0.25% | None |
Federated Hermes New York Municipal Cash Trust | None | 0.25% | None |
Federated Hermes Pennsylvania Municipal Cash Trust | None | 0.25% | None |
Federated Hermes Prime Cash Obligations Fund | None | 0.25% | None |
Federated Hermes Tax-Free Obligations Fund | None | 0.25% | None |
investment Shares Exhibit
To
Multiple
Class Plan
(Revised 06/29/20)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Investment Shares will consist of sales and shareholder servicing by financial intermediaries. Financial intermediaries may receive shareholder service fees for services provided. In connection with this basic arrangement, Investment Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Investment Shares |
Sales Load | None |
Contingent Deferred Sales Charge (“CDSC”) | None |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Investment Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Investment Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Rights: | Investment Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated in the same manner as a redemption and purchase.
Schedule of Funds
Offering Investment Shares
The Funds set forth on this Schedule each offer Investment Shares on the terms set forth in the Investment Shares Exhibit to the Multiple Class Plan.
Multiple Class Company Series |
12b-1 Fee |
Federated Hermes Money Market Obligations Trust: | |
Federated Hermes Municipal Obligations Fund | 0.25% |
CLASS P Shares Exhibit
To
Multiple Class Plan
(revised 6/29/20)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Class P Shares will consist of sales and shareholder servicing by financial intermediaries. Financial intermediaries may receive shareholder service fees for services provided. In connection with this basic arrangement, Automated Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Class P Shares |
Sales Load | None |
Contingent Deferred
Sales Charge ("CDSC")
|
None |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
Recordkeeping Fee | Up to 10 basis points (0.10%) of the average daily net asset value |
12b-1 Fee | None |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Class P Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Class P Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | None. |
Exchange Privileges: | Class P Shares may only be exchanged into Federated Hermes Capital Reserves Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered, after the payment of any redemption fees to the Fund. Exchanges shall be treated in the same manner as a redemption and purchase.
Schedule
of Funds
Offering Class P Shares
The Funds set forth on this Schedule each offer Class P Shares on the terms set forth in the Class P Shares Exhibit to the Multiple Class Plan.
Multiple Class Company Series |
Federated Hermes Money Market Obligations Trust |
Federated Hermes Government Reserves Fund |
PREMIER Shares Exhibit
To
Multiple Class Plan
(Revised as of 6/29/20)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Premier Shares will consist of sales and shareholder servicing by financial intermediaries. The principal underwriter and financial intermediaries may receive payments for distribution and/or administrative services under a Rule 12b-1 Plan and financial intermediaries may also receive shareholder service fees for services provided. In connection with this basic arrangement, Premier Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Premier Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") |
None |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Premier Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Premier Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privilege: | Premier Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. |
An exchange will be treated as a redemption and a subsequent purchase, and will be a taxable transaction. Exchange privileges may be modified or terminated at any time.
Schedule of Funds
Offering PREMIER Shares
The Funds set forth on this Schedule each offer Premier Shares on the terms set forth in the Premier Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
Multiple Class Company Series |
12b-1 Fee |
Federated Hermes Money Market Obligations Trust: Federated Hermes Government Obligations Fund |
None |
Federated Hermes Institutional Tax-Free Cash Trust | None |
Primary Shares Exhibit
To
Multiple Class Plan
(REVISED 6/29/2020)
1. Separate Arrangement And Expense Allocation
Primary Shares are available exclusively as an investment vehicle for separate accounts of participating life insurance companies offering variable life insurance policies and variable annuity contracts. For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Primary Shares will consist of institutional sales to insurance companies for Primary Share inclusion in those variable life and variable annuity product separate accounts. The insurance company distributor, underwriter or affiliated entity may provide shareholder services and receive a shareholder service fee for their services. In connection with this basic arrangement, Primary Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Primary Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") | None |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Primary Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Primary Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privileges: | None. |
Schedule of Funds
Offering Primary Shares
The Funds set forth on this Schedule each offer Primary Shares on the terms set forth in the Primary Shares Exhibit to the Multiple Class Plan.
Multiple Class Company Series |
12b-1 Fee |
Federated Hermes Insurance Series: | |
Federated Hermes Managed Volatility Fund II | 0.25% |
Federated Hermes High Income Bond Fund II | None |
Federated Hermes Kaufmann Fund II | 0.25% |
Federated Hermes Government Money Fund II | 0.25% |
Federated Hermes Quality Bond Fund II | 0.25% |
retirement Shares Exhibit
To
Multiple Class Plan
(Revised 6/29/20)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement for the Retirement Shares will consist of sales and shareholder servicing by financial intermediaries. Financial intermediaries may receive a shareholder service fee for services provided. In connection with this basic arrangement, Retirement Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Retirement Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") | None |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | None |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Retirement Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Retirement Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privilege: | · Retirement Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange.. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated in the same manner as a redemption and purchase.
Schedule of Funds
Offering retirement Shares
The Funds set forth on this Schedule each offer Retirement Shares on the terms set forth in the Retirement Shares Exhibit to the Multiple Class Plan:
Multiple Class Company | Series |
None |
Service Shares Exhibit
To
Multiple
Class Plan
(revised 6/29/2020)
1. Separate Arrangement And Expense Allocation
With respect to Funds other than portfolios of Federated Insurance Series, for purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Service Shares will consist of
(i) | with respect to money market funds, sales and shareholder servicing by financial intermediaries; and |
(ii) | with respect to fluctuating NAV funds, sales and shareholder servicing by financial intermediaries to the following categories of investors (“Eligible Investors”); |
· | An investor participating in a wrap program or other fee-based program sponsored by a financial intermediary; |
· | An investor participating in a no-load network or platform sponsored by a financial intermediary where Federated has entered into an agreement with the intermediary; |
· | A trustee/director, employee or former employee of the Fund, the Adviser, the Distributor and their affiliates; an immediate family member of these individuals, or a trust, pension or profit-sharing plan for these individuals; |
· | An employer-sponsored retirement plan; |
· | A trust institution investing on behalf of its trust customers; |
· | A Federated Fund; |
· | An investor, other than a natural person, purchasing Shares directly from the Fund; |
· | An investor (including a natural person) who owned Shares as of December 31, 2008; |
· | Without regard to the initial investment minimum, an investor who acquired Service Shares pursuant to the terms of an agreement and plan of reorganization which permits the investor to acquire such Shares; and |
· | Without regard to the initial investment minimum, in connection with an acquisition of an investment management or advisory business, or related investment services, products or assets, by Federated or its investment advisory subsidiaries, an investor (including a natural person) who (1) becomes a client of an investment advisory subsidiary of Federated or (2) is a shareholder or interest holder of a pooled investment vehicle or product that becomes advised or subadvised by a Federated investment advisory subsidiary as a result of such an acquisition other than as a result of a fund reorganization transaction pursuant to an agreement and plan of reorganization. |
The principal underwriter and financial intermediaries may receive payments for distribution and/or administrative services under a Rule 12b-1 Plan and financial intermediaries may also receive shareholder service fees for services provided.
With respect to portfolios of Federated Hermes Insurance Series, Service Shares are available exclusively as an investment vehicle for separate accounts of participating life insurance companies offering variable life insurance policies and variable annuity contracts. For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of Service Shares will consist of institutional sales to insurance companies for Service Share inclusion in those variable life insurance and annuity product separate accounts. The insurance company distributor, underwriter or other affiliated entity may provide shareholder services and receive a shareholder service fee for their services and when indicated on the Schedule to this Exhibit, may also receive payments for distribution and/or administrative services under a 12b-1 Plan.
In connection with these basic arrangements, Service Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Service Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") | None |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Service Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Service Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privileges: |
For Funds other than portfolios of Federated Hermes Insurance Series, Service Shares may be exchanged for exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. Service Shares may also be exchanged for shares of Investment Companies that are not subject to this Plan, as provided in the "Proprietary Fund Schedule" attached hereto. With respect to portfolios of Federated Hermes Insurance Series: None |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered, unless Class A Shares or Class F Shares which are subject to a CDSC are being exchanged, in which case the CDSC fee will be imposed as if the Class A Shares or Class F Shares had been redeemed. Exchanges to any other Class shall be treated in the same manner as a redemption and purchase.
Schedule of Funds
Offering Service Shares
The Funds set forth on this Schedule each offer Service Shares on the terms set forth in the Service Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
Multiple Class Company
Series |
12b-1 Fee |
Federated Hermes Adjustable Rate Securities Fund | None |
Federated Hermes Adviser Series | |
Federated Hermes MDT Large Cap Value Fund | None |
Federated Hermes High Yield Trust | None |
Federated Hermes Government Income Fund | 0.05% |
Federated Hermes Income Securities Trust: | |
Federated Hermes Intermediate Corporate Bond Fund | 0.25% |
Federated Hermes Short-Term Income Fund | None |
Federated Hermes Index Trust | |
Federated Hermes Max-Cap Index Fund | 0.30% |
Federated Hermes Mid-Cap Index Fund | None |
Federated Hermes Institutional Trust: | |
Federated Hermes Government Ultrashort Fund | 0.05% |
Federated Hermes Short-Intermediate Total Return Bond Fund | 0.00% |
Federated Hermes Insurance Series: | |
Federated Hermes Managed Volatility Fund II | 0.25% |
Federated Hermes High Income Bond Fund II | 0.25% |
Federated Hermes Kaufmann Fund II | 0.25% |
Federated Hermes Quality Bond Fund II | 0.25% |
Federated Hermes Government Money Fund II | None |
Federated Short-Intermediate Municipal Fund | None |
Federated Hermes Total Return Government Bond Fund | 0.25% |
Federated Hermes Total Return Series, Inc.: | |
Federated Hermes Select Total Return Bond Fund (formerly Federated Mortgage Fund) | 0.25% |
Federated Hermes Total Return Bond Fund | 0.25% |
Federated Hermes Ultrashort Bond Fund | None |
Federated Hermes Intermediate Municipal Trust | |
Federated Hermes Intermediate Municipal Fund | None |
Multiple Class Company
Series |
12b-1 Fee |
Federated Hermes Short-Term Government Fund | 0.25% |
Federated Hermes Short-Intermediate Government Fund | 0.05% |
Federated Hermes Money Market Obligations Trust: | |
Federated Hermes California Municipal Cash Trust | None |
Federated Hermes Government Obligations Fund | None |
Federated Hermes Government Obligations Tax-Managed Fund | None |
Federated Hermes Massachusetts Municipal Cash Trust | None |
Federated Hermes Institutional Money Market Management | None |
Federated Hermes Institutional Prime Obligations Fund | None |
Federated Hermes Institutional Prime Value Obligations Fund | None |
Federated Hermes Municipal Obligations Fund | None |
Federated Hermes New York Municipal Cash Trust | 0.25% |
Federated Hermes Pennsylvania Municipal Cash Trust | None |
Federated Hermes Prime Cash Obligations Fund | None |
Federated Hermes Tax-Free Obligations Fund | None |
Federated Hermes Treasury Obligations Fund | None |
Federated Hermes U.S. Treasury Cash Reserves | 0.25% |
Federated Hermes Virginia Municipal Cash Trust | None |
Proprietary
fund schedule -
service shares
Shares issued by investment companies that are not party to this Plan but that are listed on this Proprietary Fund Schedule ("Non-Plan Investment Companies") may be exchanged for Service Shares of the Funds indicated opposite their names. Such Service Shares may also be exchanged back into shares of the original Non-Plan Investment Company. In addition, indicated Service Shares purchased from a dealer party to a Dealer Agreement to sell the indicated Non-Plan Investment Company Shares may be exchanged for Shares of such Non-Plan Investment Company. In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges into any class of shares of a Non-Plan Investment Company not shown on this schedule shall be treated in the same manner as a redemption and purchase.
Multiple Class Series/Company | Non-Plan Investment Companies |
Class T Shares Exhibit
To
Multiple Class Plan
(Revised (06/29/20)
1. SEPARATE ARRANGEMENT AND EXPENSE ALLOCATION
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Class T Shares will consist of sales and shareholder servicing by financial intermediaries in consideration of the payment of the applicable sales load (“dealer reallowance”) and a shareholder service fee. In connection with this basic arrangement, Class T Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Class T Shares |
Sales Load | Up to 2.50% of the public offering price |
Contingent Deferred Sales Charge ("CDSC") | None |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | None |
Redemption Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Class T Shares as described in Section 3 of the Plan |
2. CONVERSION AND EXCHANGE PRIVILEGES
For purposes of Rule 18f-3, Class T Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable, and that no CDSC on the original shares purchased is owed. |
Exchange Privilege: | None |
3. EXCEPTIONS TO BASIC ARRANGEMENTS
For purposes of Rules 22d-1 and 6c-10 under the Act, unless otherwise specified on the Schedule to this Exhibit, the scheduled variations in sales loads and contingent deferred sales charges are as follows:
(A) BASIC SALES LOAD SCHEDULE
The basic schedule of sales loads for Class T Shares of Funds so designated on the Schedule to this Exhibit is as follows:
4. REDEMPTION FEE
For purposes of Rule 11a-3 under the Act, any redemption fee received upon the redemption or exchange of Class T Shares will be applied to fees incurred or amount expended in connection with such redemption or exchange. The balance of any redemption fees shall be paid to the Fund.
A Fund shall waive any redemption fee with respect to (i) non-participant directed redemptions or exchanges involving Class T Shares held in retirement plans established under Section 401(a) or 401(k) of the Internal Revenue Code (the “Code”), custodial plan accounts established under Section 493(b)(7) of the Code, or deferred compensation plans established under Section 457 of the Code; (ii) redemptions or exchanges involving Class T Shares held in plans administered as college savings programs under Section 529 of the Code; and (iii) Class T Shares redeemed due to the death of the last surviving shareholder on the account.
Schedule
of Funds
Offering Class T Shares
The Funds set forth on this Schedule each offer Class T Shares on the terms set forth in the Class T Shares Exhibit to the Multiple Class Plan, in each case as indicated below. Actual amounts accrued may be less.
1. CLASS A SHARES SUBJECT TO THE BASIC LOAD SCHEDULE
trust Shares Exhibit
To
Multiple Class Plan
(Revised 06/29/20)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution arrangement for the Trust Shares will consist of sales by financial intermediaries, who, along with the principal underwriter, may receive payments for distribution and/or administrative services under a 12b-1 Plan. In connection with this basic arrangement, Trust Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Trust Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") | None |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Trust Shares as described in Section 3 of the Multiple Class Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Trust Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privilege: | Trust Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. |
Schedule of FundS
Offering Trust Shares
The Funds set forth on this Schedule each offer Trust Shares on the terms set forth in the Trust Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
Multiple Class Company Series |
12b-1 Fee |
Federated Hermes Money Market Obligations Trust: | |
Federated Hermes Government Obligations Fund | 0.25% |
Federated Hermes Prime Cash Obligations Fund | 0.25% |
Federated Hermes Treasury Obligations Fund | 0.25% |
Class Y Shares Exhibit
To
Multiple Class Plan
(rEVISED 06/29/20)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement for the Class Y Shares will consist of sales to institutional purchasers requiring less distribution support activity and less shareholder services, who are also seeking low expense ratios. In connection with this basic arrangement, Class Y Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Class Y Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") | None |
Shareholder Service Fee | None |
12b-1 Fee | None |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Class Y Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Class Y Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privilege: |
Class Y Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Institutional Money Market Management, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange.
|
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated in the same manner as a redemption and purchase.
Schedule of Funds
Offering class Y Shares
The Funds set forth on this Schedule each offer Class Y Shares on the terms set forth in the Class Y Shares Exhibit to the Multiple Class Plan, in each case as indicated below:
Multiple Class Company | Series |
Federated Hermes Short-Term Government Fund | |
Class R Shares Exhibit
To
Multiple Class Plan
(revised 06/29/20)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement for the Class R Shares will consist of:
(i) Excepting Federated Hermes Kaufmann Fund, sales by financial intermediaries to retirement plans, with shareholder services provided by the retirement plan record keepers; and
(ii) with respect to the Federated Hermes Kaufmann Fund, (a) sales by financial intermediaries to retirement plans; (b) the issuance of Class R Shares as provided in the Plan of Reorganization between the Federated Hermes Kaufmann Fund and the Kaufmann Fund; (c) additional investments by former Kaufmann Fund shareholders and related persons; and (d) shareholder services provided by financial intermediaries..
Financial intermediaries and the principal underwriter may receive payments for distribution and/or administrative services under a Rule 12b-1 Plan, in addition, financial intermediaries may receive shareholder service fees for services provided. In connection with this basic arrangement, Class R Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Class R Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") |
None |
Redemption Fee | As set forth in the attached Schedule. |
Shareholder Service Fee | As set forth in the attached Schedule |
12b-1 Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Class R Shares as described in Section 3 of the Multiple Class Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Class R Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privilege: |
With respect to the Federated Hermes Kaufmann Fund, shareholders who are former shareholders of the Federated Hermes Kaufmann Fund, Inc. and their immediate family members or shareholders who have purchased shares through the financial intermediary relationships that existed for the Kaufmann Fund may exchange their Class R Shares for Class A Shares of any other fund. Investors who are eligible to purchase Class R Shares (e.g. 401(k) plans, 457 plans, employer sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans, non-qualified deferred compensation plans and IRA rollovers from such plans, directly or through financial intermediaries as well as IRAs and investment – only 403(b) plans held through financial intermediaries may exchange their Class R Shares into Class R Shares of any other Fund. A Grandfathered Shareholder may exchange into Class R Shares of another Fund only if such shareholder is an eligible investor in the Class R Shares of that Fund. With respect to the other funds, Class R Shares may be exchanged for Class R Shares, including the Kaufmann Fund. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered, after the payment of any redemption fees to the Fund. Exchanges to any other Class shall be treated in the same manner as a redemption and purchase.
3. Redemption Fee
For purposes of Rule 11a-3 under the Act, any redemption fee received upon the redemption or exchange of Class R Shares will be applied to fees incurred or amounts expended in connection with such redemption or exchange. The balance of any redemption fees shall be paid to the Fund.
A Fund shall waive any redemption fee with respect to Class R Shares redeemed or exchange by employer-sponsored retirement plans.
Schedule of Funds
Offering Class R Shares
The Funds set forth on this Schedule each offer Class R Shares on the terms set forth in the Class R Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
Multiple Class Company
Series |
12b-1 Fee | Shareholder Services Fee | Redemption Fee |
Federated Hermes Adviser Series | |||
Federated Hermes MDT Large Cap Value Fund | 0.50% | None | None |
Federated Hermes Equity Funds: | |||
Federated Hermes Kaufmann Fund | 0.50% | 0.25% | 0.20% |
Federated Hermes Kaufmann Small Cap Fund | 0.50% | None | None |
Federated Hermes Equity Income Fund, Inc. | 0.50% | None | None |
Federated Hermes Income Securities Trust | |||
Federated Hermes Capital Income Fund | 0.50% | None | None |
Federated Hermes Index Trust: | |||
Federated Hermes Max-Cap Index Fund | 0.50% | None | None |
Federated Hermes Short-Intermediate Government Fund | 0.50% | None | None |
Federated Hermes Money Market Obligations Trust: | |||
Federated Hermes Prime Cash Obligations Fund | 0.50% | 0.25% | None |
Federated Hermes World Investment Series, Inc. | |||
Federated Hermes International Leaders Fund | 0.50% | None | None |
CLASS R6 Shares Exhibit
To
Multiple Class Plan
(revised as of 06/29/2020)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Class R6 Shares will consist of:
(i) | sales and shareholder servicing by financial intermediaries to the following categories of investors (“Eligible Investors”): |
· | An investor participating in a no-load platform, network or other fee-based program offered by a financial intermediary, for example, a wrap account or retirement platform, where Federated has entered into an agreement with the intermediary; |
· | A trustee/director, employee or former employee of the Fund, the Adviser, the Distributor and their affiliates; an immediate family member of these individuals, or a trust, pension or profit-sharing plan for these individuals; |
· | An employer-sponsored retirement plan; |
· | A trust institution investing on behalf of its trust customers; |
· | An investor, other than a natural person, purchasing Shares directly from the Fund; |
· | A Federated Fund; |
· | An investor (including a natural person) who acquired R6 Shares pursuant to the terms of an agreement and plan of reorganization which permits the investor to acquire such Shares; and |
· | In connection with an acquisition of an investment management or advisory business, or related investment services, products or assets, by Federated or its investment advisory subsidiaries, an investor (including a natural person) who (1) becomes a client of an investment advisory subsidiary of Federated or (2) is a shareholder or interest holder of a pooled investment vehicle or product that becomes advised or subadvised by a Federated investment advisory subsidiary as a result of such an acquisition other than as a result of a fund reorganization transaction pursuant to an agreement and plan of reorganization. |
In connection with this arrangement, Class R6 Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated R6 Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") | None |
Shareholder Service Fee | None |
Redemption Fee | None |
12b-1 Fee | None |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Class R6 Shares. |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Class R6 Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privileges: | Class R6 Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered, after the payment of any redemption fees to the Fund. Exchanges to any other Class shall be treated in the same manner as a redemption and purchase.
(schedule of funds listed on next page)
Schedule of Funds
Offering CLASS R6 Shares
The Funds set forth on this Schedule each offer Class R6 Shares on the terms set forth in the Class R6 Shares Exhibit to the Multiple Class Plan.
Multiple Class Company Series |
|
Federated Hermes Adviser Series | |
Federated Hermes Emerging Markets Equity Fund | |
Federated Hermes Absolute Return Credit Fund | |
Federated Hermes Global Equity Fund | |
Federated Hermes Global Small Cap Fund | |
Federated Hermes International Developed Equity Fund | |
Federated Hermes SDG Engagement Equity Fund | |
Federated Hermes SDG Engagement High Yield Credit Fund | |
Federate Hermes Unconstrained Credit Fund | |
Federated Hermes US SMID Fund | |
Federated Hermes International Equity Fund | |
Federated Hermes International Growth Fund | |
Federated Hermes MDT Large Cap Value Fund | |
Federated Hermes Equity Funds | |
Federated Hermes Clover Small Value Fund | |
Federated Hermes Global Strategic Value Dividend Fund | |
Federated Hermes International Strategic Value Dividend Fund | |
Federated Hermes Kaufmann Large Cap Fund | |
Federated Hermes Kaufmann Small Cap Fund | |
Federated Hermes MDT Mid Cap Growth Fund | |
Federated Hermes Strategic Value Dividend Fund | |
Federated Hermes Fixed Income Securities, Inc. | |
Federated Hermes Municipal Ultrashort Fund | |
Federated Hermes Strategic Income Fund | |
Federated Hermes Global Allocation Fund | |
Federated Hermes High Income Bond Fund, Inc. | |
Federated Hermes High Yield Trust | |
Federated Hermes Opportunistic High Yield Bond Fund | |
Federated Hermes Income Securities Trust | |
Federated Hermes Floating Rate Strategic Income Fund | |
Federated Hermes Short-Term Income Fund | |
Federated Hermes Index Trust | |
Federated Hermes Mid-Cap Index Fund | |
Federated Hermes Institutional Trust | |
Federated Hermes Government Ultrashort Fund | |
Federated Hermes Institutional High Yield Bond Fund | |
Federated Hermes Short-Intermediate Total Return Bond Fund | |
Federated Hermes Investment Series Funds, Inc. | |
Federated Hermes Corporate Bond Fund | |
Federated Hermes MDT Series | |
Federated Hermes MDT Small Cap Core Fund | |
Federated Hermes MDT Small Cap Growth Fund | |
Federated Hermes MDT All Cap Core Fund | |
Federated Hermes MDT Balanced Fund | |
Federated Hermes Total Return Government Bond Fund | |
Federated Hermes Total Return Series, Inc. | |
Federated Hermes Total Return Bond Fund | |
Federated Hermes Ultrashort Bond Fund | |
Federated Hermes World Investment Series, Inc. | |
Federated Hermes International Leaders Fund | |
SELECT Shares Exhibit
To
Multiple Class Plan
(Revised 06/29/2020)
1. SEPARATE ARRANGEMENT AND EXPENSE ALLOCATION
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Select Shares will consist of sales and shareholder servicing by financial intermediaries. Financial intermediaries may receive shareholder service fees for services provided. In connection with this basic arrangement, Select Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Select Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") | None |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | None |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Select Shares as described in Section 3 of the Plan |
2. CONVERSION AND EXCHANGE PRIVILEGES
For purposes of Rule 18f-3, Select Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privilege: | Select Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchase (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other fund or class shall be treated in the same manner as a redemption and purchase.
SCHEDULE OF FUNDS
OFFERING SELECT SHARES
Multiple Class Company Series |
Federated Hermes Money Market Obligations Trust |
Federated Hermes Government Obligations Fund |
Exhibit 28 (p)(3) under Form N-1A
Exhibit 14 under item 601/REG. S-K
POLARIS CAPITAL MANAGEMENT, LLC
Code of Ethics
I. Introduction
The policies in this Code of Ethics reflect the assumption and expectation of Polaris Capital Management, LLC (“Polaris”) of unqualified loyalty to the interests of Polaris and its clients on the part of each employee of Polaris. In the course of their service to Polaris, employees must be under no influence which may cause them to serve their own or someone else’s interests rather than those of Polaris or its clients.
Employees should understand that this Code of Ethics applies to both direct and indirect business interests. Polaris’s policies reflect its desire to detect and prevent not only situations involving actual or potential conflict of interests, but also those situations involving only an appearance of conflict or of unethical conduct. Polaris’s business is one dependent upon public confidence. The mere appearance of possibility of doubtful loyalty is as important to avoid as actual disloyalty itself. The appearance of impropriety could besmirch Polaris’s name and damage its reputation to the detriment of all those with whom we do business.
II. Statement of General Principles
It is the policy of Polaris that all of its employees must comply with all federal securities laws (as defined below in Section IV) applicable to its business. The fundamental position of Polaris is, and has been, that it shall place at all times the interests of Polaris’s clients first. Accordingly, private financial transactions by Polaris employees who are “access persons” (as defined below in Section IV) of Polaris must be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an access person’s position of trust and responsibility. Further, access persons should not take inappropriate advantage of their positions with or on behalf of any client of Polaris.
Without limiting in any manner the fiduciary duty owed by access persons to the clients of Polaris or the provisions of this Code of Ethics, it should be noted that Polaris allows for, but does not encourage, the purchase and sale of securities owned by the clients of Polaris; by access persons. Any such securities transactions must comply with the spirit of, and the specific restrictions and limitations set forth in, this Code of Ethics including pre-clearance by the President of the firm prior to placing a trade. In making personal investment decisions with respect to any security, however, extreme care must be exercised by access persons to insure that the prohibitions of this Code of Ethics are not violated. Further, personal investing by an access person should be conducted in such a manner so as to eliminate the possibility that the access person’s time and attention is being devoted to his or her personal investments at the expense of time and attention that should be devoted to management of a client’s portfolio.
It bears emphasis that technical compliance with procedures, prohibitions and limitations of this Code of Ethics will not automatically insulate from scrutiny personal securities transactions which show a pattern of abuse by an access person of his or her fiduciary duty to any client of Polaris.
III. Legal Requirements
Section 17(j) of the Investment Company Act of 1940, as amended (the “1940 Act”), provides, among other things, that it is unlawful for any affiliated person of Polaris to engage in any act, practice or course of business in connection with the purchase or sale, directly or indirectly, by such affiliated person of any security held or to be acquired by an investment company in contravention of such rules and regulations as the Securities and Exchange Commission (the “Commission”) may adopt to define and prescribe means reasonably necessary to prevent such acts, practices or courses of business as are fraudulent, deceptive or manipulative. Pursuant to Section 17(j), the Commission has adopted Rule 17j-1, which states that it is unlawful for any affiliated person of Polaris, in connection with the purchase or sale of a security held or to be acquired (as defined in the Rule) by an investment company:
(i) | to employ any device, scheme or artifice to defraud a client, which is an investment company; |
(ii) | to make to a client, which is an investment company, any untrue statement of a material fact or omit to state to a client a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; |
(iii) | to engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon a client, which is an investment company; or |
(iv) | to engage in any manipulative practice with respect to a client, which is an investment company. |
Rule 17j-1 requires Polaris, as an investment adviser to investment companies (as defined below in Section IV), to adopt a written code of ethics containing provisions reasonably necessary to prevent its access persons from engaging in any of the prohibited conduct referenced above.
In addition, Section 204A of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), requires investment advisers such as Polaris to establish, maintain, and enforce written policies and procedures reasonably designed, taking into consideration the nature of such investment adviser’s business, to prevent the misuse in violation of the Advisers Act or the Securities Exchange Act of 1934, or the rules or regulations thereunder, of material, nonpublic information by such investment adviser or any person associated with such investment adviser. Pursuant to Section 204A of the Advisers Act, the Commission has adopted Rule 204A-1, which requires Polaris to establish, maintain and enforce a written code of ethics that, at a minimum, includes:
(i) | standards of conduct and compliance with federal securities laws; |
(ii) | personal securities trading; |
(iii) | initial public offerings and limited offerings; |
(iv) | reporting violations of the code; and |
(v) | educating employees about the code and obtaining an employee acknowledgement. |
IV. Definitions
For purposes of this Code of Ethics, the following definitions shall apply:
1. | The term “access person” shall mean any director, officer or advisory person (as defined below) of Polaris and includes all employees and consultants (as appropriate) of Polaris as well as all employees of Boston Investor Services, Inc. All access persons are listed by name on the Polaris Access persons list, updated annually or as needed. |
2. | The term “advisory person” shall mean: (i) every employee of Polaris (or of any company in a control relationship to Polaris) (a) who makes, participates in, or obtains or has access to information regarding, the purchase or sale of a security (as defined below) by a client, or whose functions relate to the making of any recommendations with respect to such purchases or sales or (b) who has access to nonpublic information regarding the portfolio holdings of a client; and (ii) every natural person in a control relationship to Polaris (a) who obtains information concerning recommendations made to a client with regard to the purchase or sale of a security or (b) who has access to nonpublic information regarding the portfolio holdings of a client. |
3. | A security is “being considered for purchase or sale” when a recommendation to purchase or sell a security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation. |
4. | The term “beneficial ownership” shall mean a direct or indirect “pecuniary interest” (as defined in subparagraph (a) (2) of Rule 16a-1 under the Securities Exchange Act of 1934, as amended) that is held or shared by a person directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise) in a security. While the definition of “pecuniary interest” in subparagraph (a) (2) of Rule 16a-1 is complex, the term generally means the opportunity directly or indirectly to provide or share in any profit derived from a transaction in a security. An indirect pecuniary interest in securities by a person would be deemed to exist as a result of: (i) ownership of securities by any of such person’s immediate family members sharing the same household (including child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother- or father-in-law, sister- or brother-in-law, and son- or daughter-in-law; (ii) the person’s partnership interest in the portfolio securities held by a general or limited partnership; (iii) the existence of a performance-related fee (not simply an asset-based fee) received by such person as broker, dealer, investment adviser or manager to a securities account; (iv) the person’s right to receive dividends from a security provided such right is separate or separable from the underlying securities; (v) the person’s interest in securities held by a trust under certain circumstances; and (vi) the person’s right to acquire securities through the exercise or conversion of a “derivative security” (which term excludes (a) a broad-based index option or future, (b) a right with an exercise or conversion privilege at a price that is not fixed, and (c) a security giving rise to the right to receive such other security only pro rata and by virtue of a merger, consolidation or exchange offer involving the issuer of the first security). |
5. | The term “client” shall mean an entity (natural person, corporation, investment company or other legal structure having the power to enter into legal contracts), which has entered into a contract with Polaris to receive investment management services. |
6. | The term “control” shall mean the power to exercise a controlling influence over the management or policies of Polaris, unless such power is solely the result of an official position with Polaris, all as determined in accordance with Section 2 (a) (9) of the 1940 Act. |
7. | The term “federal securities laws” shall mean the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the 1940 Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury. |
8. | The term “initial public offering” shall mean an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934. |
9. | The term “investment company” shall mean a management investment company registered as such under the 1940 Act and for which Polaris is the investment adviser or sub-adviser regardless of whether the investment company has entered into a contract for investment management services with Polaris. |
10. | The term “investment personnel” shall mean all portfolio managers of Polaris and other advisory persons who assist the portfolio managers in making investment decisions for a client, including, but not limited to, analysts and traders of Polaris. |
11. | The term “limited offering” shall mean an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) thereof or pursuant to Rule 504, Rule 505, or Rule 506 thereunder. |
12. | The term “material nonpublic information” with respect to an issuer shall mean information, not yet released to the public that would have a substantial likelihood of affecting a reasonable investor’s decision to buy or sell any securities of such issuer. |
13. | The term “Performance Accounts” shall mean all clients for which Polaris receives a performance-related fee and in which Polaris is deemed to have an indirect pecuniary interest because of the application of Rule 16a-1(a)(2)(ii)(C) under the Securities and Exchange Act of 1934, as amended, as required by Rule 17j-1 under the 1940 Act. |
14. | The term “purchase” shall include the writing of an option to purchase. |
15. | The term “Review Officer” shall mean the Chief Compliance Officer or President of Polaris Capital Management, LLC designated by Polaris to receive and review reports of purchases and sales by access persons. The term “Alternate Review Officer” shall mean the officer of Boston Investor Services, Inc. designated from time to time by the CCO to receive and review reports of purchases and sales by the Review Officer, and who shall act in all respects in the manner prescribed herein for the Review Officer. If the CCO or President of Polaris Capital Management, LLC respectively wish to enter into a transaction which requires authorization, then one may approve the other or the Alternate Review Officer shall act in the role of Review Officer in reviewing and approving the transaction. |
16. | The term “sale” shall include the writing of an option to sell. |
17. | The term “security” shall have the meaning set forth in Section 2 (a)(36) of the 1940 Act, except that it shall not include shares of NON-CLIENT investment companies (which also do not, either directly or through their underwriters or other investment advisers, control Polaris or are not controlled by or under common control with Polaris), securities issued by the United States government, short-term securities which are “government securities” within the meaning of Section 2 (a)(16) of the 1940 Act, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements. |
V. Substantive Restrictions On Personal Trading Activities
A. Prohibited Activities
While the scope of actions which may violate the Statement of General Principles set forth above cannot be defined exactly, such actions would always include at least the following prohibited activities.
1. All employees shall avoid profiting by securities transactions of a short-term trading nature (including market timing) involving shares of an investment company. Transactions which involve a purchase and sale, or sale and purchase, of shares of the same series of an investment company (excluding Money Market Funds and Short Duration Funds or similar short-term fixed income fund) within sixty (60) calendar days shall be deemed to be of a trading nature and thus prohibited unless prior written approval of the transaction is obtained from the Review Officer. This restriction shall also not apply to purchase and sales of shares an investment company pursuant to an automatic dividend reinvestment plan or automatic investment, exchange or withdrawal plan, which includes purchases of shares of an investment company through automatic contributions to an employer sponsored retirement or employee benefit plan.
2. No access person shall, directly or indirectly, purchase or sell securities in such a way that the access person knew, or reasonably should have known, that such securities transactions compete in the market with actual or considered securities transactions for any client of Polaris, or otherwise personally act to injure any client’s securities transactions;
3. No access person shall use the knowledge of securities purchased or sold by any client of Polaris or securities being considered for purchase or sale by any client of Polaris to profit personally, directly or indirectly, by the market effect of such transactions;
4. No access person shall, directly or indirectly, communicate to any person who is not an access person any material nonpublic information relating to any client of Polaris or any issuer of any security owned by any client of Polaris, including, without limitation, the purchase or sale or considered purchase or sale of a security on behalf or any client of Polaris, except to the extent necessary to effectuate securities transactions on behalf of the client of Polaris;
5. No access person shall, directly or indirectly, execute a personal securities transaction within a period of seven (7) calendar days during which a client of Polaris has a pending “buy” or “sell” order in that same or equivalent security until that order is executed or withdrawn;
6. No access person shall accept any gift or other thing of more than de minimis value from any person or entity that does business with or on behalf of client;
7. No access persons shall serve on the board of directors of any publicly traded company, without prior written authorization and determination by the President of Polaris that the board service would be consistent with the interests of clients. Where board service is authorized, access persons serving as directors normally should be isolated from those persons making investment decisions through “Chinese Wall” or other procedures. All access persons are prohibited from accepting any service, employment, engagement, connection, association or affiliation in or with any enterprise, business of otherwise which is likely to materially interfere with the effective discharge of responsibilities to Polaris and its clients;
8. Investment personnel shall avoid profiting by securities transactions of a trading nature, which transactions are defined as a purchase and sale, or sale and purchase, of the same (or equivalent) securities within sixty (60) calendar days;
9. Investment personnel shall not, directly or indirectly, purchase any security sold in an initial public offering. Access persons shall not, directly or indirectly, purchase any security sold in an initial public offering without obtaining prior written approval from the Review Officer;
10. Investment personnel and access persons shall not, directly or indirectly, purchase any security issued pursuant to a limited offering without obtaining prior written approval from the Review Officer. Investment personnel who have been authorized to acquire securities in a private placement must disclose such investment when they are involved in a client’s subsequent consideration of an investment in the issuer. In such circumstances, the client’s decision to purchase securities of the issuer must be independently reviewed by investment personnel with no personal interest in the issuer;
11. Investment personnel shall not recommend any securities transaction on behalf of a client without having previously disclosed any beneficial ownership interest in such securities or the issuer thereof to the Review Officer including without limitation:
a. | his or her beneficial ownership of any securities of such issuer; |
b. | any contemplated transaction by such person in such securities; |
c. | any position with such issuer or its affiliates; and |
d. | any present or proposed business relationship between such issuer or its affiliates and such person or any party in which such person has a significant interest. |
Such interested investment personnel may not participate in the decision for the client to purchase and sell securities of such issuer.
12. No Investment personnel shall, directly or indirectly, purchase or sell any security or equivalent security in which he or she has, or by reason of such purchase acquires, any beneficial ownership within a period of seven (7) calendar days before and after a client has purchased or sold such security.
B. Exempt Transactions and Conduct
This Code of Ethics shall not be deemed to be violated by any of the following transactions:
1. Purchases or sales for an account over which the access person has no direct or indirect influence or control;
2. Purchases or sales which are non-volitional on the part of the access person;
3. Purchases which are part of an automatic dividend reinvestment plan;
4. Purchases made by exercising rights distributed by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired by the access person from the issuer, and sales of such rights so acquired;
5. Tenders of securities pursuant to tender offers which are expressly conditioned on the tender offer’s acquisition of all of the securities of the same class;
6. Purchases or sales for which the access person has received prior written approval from the Review Officer. Prior approval shall be granted only if a purchase or sale of securities is consistent with the purposes of this Code of Ethics and the federal securities laws and the rules thereunder; and
7. Purchases or sales made in good faith on behalf of a client, it being understood by, and disclosed to, each client that Polaris may make contemporaneous investment decisions and cause to be effected contemporaneous executions on behalf of one or more of the clients and that such executions may increase or decrease the price at which securities are purchased or sold for the clients.
C. Independent Director Exemption
Independent directors who would not, in the normal course of performing their duties, be involved in or have knowledge of the firm’s day-to-day activities or trading activity, are exempt from the prohibitions set forth in Sections V.A.5 and V.A.7, the preclearance, reporting, certification and other requirements set forth in Sections VI.A - VI.E and VI.I. However, an outside director must report a personal security transaction in accordance with Section VI. D if the outside director knew at the time of the personal security transaction that the security was purchased or sold, or being considered for purchase or sale, for a client account within 15 days before or after the date of the personal security transaction.
VI. Compliance Procedures
A. Ownership of Shares of an Investment Company
Every access person who beneficially owns shares of an investment company is required to own such shares either:
(i) | directly with the investment company in the name of the employee or in the name of an immediate family member (or other person or entity whose direct ownership causes the employee to be deemed to be the beneficial owner of the shares), |
(ii) | through a retirement or employee benefit plan sponsored by a family member’s employer to the extent the access person is the beneficial owner of the shares as a result of the ownership of the shares by that family member. |
Every access person is required to notify the Review Officer in writing within thirty (30) days of a list of the persons (other than the employee) who are the record owners of the shares of an investment company which are beneficially owned by the employee and the associated account numbers or name of employer sponsoring the retirement or employee benefit plan. Every employee is required to notify the Review Officer in writing within thirty (30) days of any change to that list, including the addition of new persons to the list.
B. Preclearance for Personal Securities Investments
Every access person or person with beneficial ownership interest shall be required to submit on Form III their intent to trade for their own account to the Review Officer. The Review Officer will be obligated to determine whether any prohibitions or restrictions apply to the relevant securities and respond to the access persons submitting such intent to trade forms in writing. The Review Officer shall approve or not approve the transactions and will respond in writing within two business days following the date of submission by indicating on the pre-clearance form if the transaction is approved or not approved. If the transaction is approved the trade may be considered “precleared” and the access person may execute such “precleared” trade anytime within two business days following the approval. If four business days have elapsed, not including the day the form was submitted, and the access person’s trade has not been executed, “preclearance” will lapse and the access person may not trade without violating this preclearance provision. The access person will be required to submit another Form III and have the intended trade “precleared” again.
C. Records of Securities Transactions
1. Upon the discretion and written request of the Review Officer, access persons are required to direct their brokers to supply to Polaris on a timely basis duplicate copies of confirmations of all securities transactions and copies of periodic statements for all securities accounts in which the access person has a beneficial ownership interest. Such brokerage reports may be provided in lieu of the reports required under Paragraph D of this Section VI, provided that such brokerage reports contain all the information required by Paragraph D.2 and are provided within the time period specified in Paragraph D.2.
D. Personal Reporting Requirements
1. Each access person shall submit to the Review Officer a report in the form annexed hereto as Form I or in similar form (such as a computer printout), which report shall set forth at least the information described in subparagraph 2 of this Paragraph D as to all securities transactions and any securities accounts opened during each quarterly period, in which such access person has, or by reason of such transactions or new account acquires of disposes of, any beneficial ownership of a security (including, in the case of the account information required under subparagraph D.2.B, securities excepted from the definition of securities in Section IV.17).
Any access person who is the beneficial owner of shares of an affiliated investment company which are held through a retirement or employee benefit plan shall submit to the Review Officer a separate report in the form annexed hereto as Form I or in similar form, in addition to the report required by subparagraph 2 of this Paragraph D, which report shall set forth the information described in subparagraph 2 of this Paragraph D solely as to transactions in shares of an affiliated investment company. The access person is not required to include in this report transactions in shares of money market funds and short duration funds (or similar short-term fixed income fund) and purchases and sales pursuant to an automatic dividend reinvestment plan or automatic investment, exchange or withdrawal plan, including purchases through automatic contributions to the retirement or employee benefit plan. If no transactions in any investment company shares required to be reported were effected during a quarterly period, such employee shall submit to Review Officer a report on Form I within the time-frame specified below stating that no reportable securities transactions were effected.
2. Every report on Form I shall be made not later than thirty (30) days after the end of each calendar quarter in which the transaction(s) to which the report relates was effected and shall contain the following information:
A. Transactions in Securities.
(1) | the date of each transaction, the title, the exchange ticker symbol or CUSIP number (as applicable), the interest rate and maturity date (if applicable), the class and number of shares, and the principal amount of each security involved; |
(2) | the nature of each transaction (i.e., purchases, sale or other type of acquisition or disposition); |
(3) | the price at which each transaction was effected; and |
(4) | the name of the broker, dealer or bank with or through whom each transaction was effected; and |
(5) | the signature of the employee/access person and the date the report was submitted. |
If no transactions in any securities required to be reported were effected during a quarterly period by an access person such access person shall submit to the Review Officer a report on Form I within the time-frame specified above stating that no reportable securities transactions were effected. However, if an access person has provided for the Review Officer to receive all of his or her brokerage statements and confirmations with respect to all accounts over which he or she has beneficial ownership, that access person is not required to submit a report indicating there were no reportable securities transactions during that quarterly period.
An access person need not submit a transactions report under this subparagraph D.2.A:
(1) | with respect to any securities (including those excepted from the definition of securities in Section IV.17) if the access person has provided for the Review Officer to receive all of his or her brokerage statements and such statements contain all of the information required under this subparagraph. |
B. | Securities Accounts Opened (NOTE: This includes accounts holding ANY securities, including those excepted from the definition of securities in Section IV.17.) |
(1) | the name of the broker, dealer or bank with which the access person established the account; |
(2) | the date the account was established; and |
(3) | the date the report was submitted by the access person. |
An access person need not submit a report under this Paragraph D:
(1) | with respect to transactions effected for, and securities held in, any account over which the person has no direct or indirect influence or control; |
(2) | with respect to transactions effected pursuant to an automatic investment plan; and |
(3) | if the access person has provided for the Review Officer to receive all of his or her brokerage statements and such statements contain all of the information required by this Paragraph D. 2 and are submitted within the required time period. |
E. Disclosure of Personal Holdings
1. Each access person shall submit to Polaris an initial holdings report no later than 10 days after the person becomes an access person which contains the following information (with such information current as of a date no more than 45 days before the report is submitted):
(i) The title and type of security, the exchange ticker symbol or CUSIP number (as applicable), the interest rate and maturity date (as applicable), the number of shares and principal amount of each security in which the access person had any beneficial ownership when the person became an access person;
(ii) The name of any broker, dealer of bank with whom the access person maintained an account in which any securities (including the securities which are excepted from the definition of securities in Section IV.17.) were held for the direct or indirect benefit of the access person as of the date the person became an access person; and
(iii) The date the report was submitted.
2. Each access person shall submit to Polaris annually, a copy of ALL brokerage and custodial statements to be reviewed and recorded by the compliance team.
The annual holdings report should contain the following information (with such information current as of a date no more than 45 days before the report is submitted):
(i) The title, number of shares and principal amount of each security in which the access person had any beneficial ownership;
(ii) The name of any broker, dealer of bank with whom the access person maintained an account in which any securities (including the securities which are excepted from the definition of securities in Section IV.17.) were held for the direct or indirect benefit of the access person; and
(iii) The date the report was submitted.
If an access person is the beneficial owner of shares of an investment company which are held through a retirement or employee benefit plan, the access person shall submit to the Review Officer initial and annual holdings reports in the manner set forth above for access persons which disclose the beneficial ownership of shares of an investment company held through the retirement or employee benefit plan. In place of disclosing the name of any broker, dealer or bank with whom the account was maintained, the employee shall disclose the name of the employer sponsoring each retirement or employee benefit plan in which shares of the investment company are held.
An access person need not submit a report under this Paragraph E with respect to securities held in any account over which the person has no direct or indirect influence or control.
F. Reporting of Code Violations
All access persons shall have an obligation to report any suspected or actual violations of this Code of Ethics to Polaris’s Chief Compliance Officer who shall address the matter with Polaris’s President. If the President of Polaris, after consultation with the Chief Compliance Officer and, as necessary, legal counsel, determines a violation has occurred, he or she shall immediately impose sanctions as set forth in Section VII, inform the client affected and report such sanctions to the client.
G. Review of Reports
1. The Review Officer or the Alternate Review Officer or their designee shall review and initial all reports required by Paragraphs D and E of this Section VI.
2. At the end of each calendar quarter, the Review Officer shall prepare a summary of all transactions by access persons in securities which were purchased, sold, held or considered for purchase or sale by each client during the prior quarter.
3. Both the Review Officer and the Alternate Review Officer shall compare all reported personal securities transaction with completed and contemplated portfolio transactions of the client to determine whether a violation of this Code of Ethics may have occurred. The Review Officer and Alternative Review Officer shall also compare an access person’s reported personal securities transactions with the holdings disclosed on the access person’s annual holdings report. Before making any determination that a violation has been committed by any person, the Review Officer shall give such person an opportunity to supply additional explanatory material.
H. Review of Performance Accounts
If Applicable, the Review Officer shall review on a quarterly basis all transactions in securities on behalf of the Performance Accounts that were conducted simultaneously with transactions in the same securities on behalf of other clients.
I. Annual Certification of Compliance
All access persons shall certify annually on the form annexed hereto as Form IV that they (i) have received, read and understand this Code of Ethics and recognize that they are subject hereto, (ii) have complied with the requirements of this Code of Ethics and (iii) will comply with all applicable requirements of this Code of Ethics.
J. Joint Participation
Access persons should be aware that a specific provision of the 1940 Act prohibits such persons, in the absence of an order of the Commission, from effecting a transaction in which an investment company is a “joint or a joint and several participant” with such person. Any transaction which suggests the possibility of a question in this area should be presented to legal counsel for review.
K. Investment Company Board Approval and Annual Reports to Board
1. Polaris shall submit this Code of Ethics, and any material changes to this Code of Ethics, to the board of directors of any investment company for approval.
2. No less frequently than annually, Polaris shall submit to the board of directors of any investment company, a written report that:
(i) | describes any issues arising under this Code of Ethics or related procedures since the last report to the board of directors, including, but not limited to, information about material violations of this Code of Ethics or related procedures and sanctions imposed in response to such material violations; and |
(ii) | certifies that Polaris has adopted procedures reasonably necessary to prevent access persons from violating this Code of Ethics. |
L. Sub-contractors and Polaris
Polaris may contract with other firms to provide research and administrative services. Each such sub-contractor is subject to its own Code of Ethics, a copy of which has been made available to Polaris. Each sub-contractor is required to submit quarterly to Polaris a report that there have been no violations of the sub-contractor’s Code of Ethics during the most recent calendar quarter. If there have been violations of the sub-contractor’s Code of Ethics, the sub-contractor must submit a detailed report of such violations and what remedial action, if any, was taken. If the sub-contractor’s violation involved a client of Polaris, such violation will be analyzed by the Review Officer in Section VI F.3. (above); provided, however, that if the sub-contractor is Boston Investor Services, Inc., the analysis of the violation will be done by the President of Polaris.
M. Compliance with Federal Securities Laws
All access persons are required to comply with all federal securities laws applicable to Polaris’s business.
VII. SANCTIONS
Any violation of this Code of Ethics shall result in the imposition of such sanctions as Polaris may deem appropriate under the circumstances, which may include, but is not limited to, removal, suspension of demotion from office, imposition of a fine, a letter of censure and/or restitution to the affected client of an amount equal to the advantage the offending person shall have gained by reason of such violation.
The sanction of disgorgement of any profits realized may be imposed for any of the following violations:
a. | Violation of the prohibition against investment personnel profiting from securities transactions of a trading nature; |
b. | Violation of the prohibition against access persons, directly or indirectly, executing a personal securities transaction on a day during which a client in his or her complex has a pending “buy” or “sell” order; and, |
c. | Violation of the prohibition against portfolio managers, directly or indirectly, purchasing or selling any security in which he or she has, or by reason of such purchase acquired, any beneficial ownership within a period of seven (7) calendar days before and after a client has purchased or sold such security. |
VIII. RECORDKEEPING REQUIREMENTS
Polaris shall maintain and preserve in an easily accessible place:
a. | a copy of the Code of Ethics (and any prior code of ethics that was in effect at any time during the past five years) for a period of five years; |
b. | a record of any violation of this Code of Ethics and of any action taken as a result of such violation for a period of five years following the end of the fiscal year in which the violation occurs; |
c. | a copy of each report (or computer printout) submitted under this Code of Ethics for a period of five years, only those reports submitted during the previous two years must be maintained and preserved in an easily accessible place; |
d. | a copy of each report to the board of directors of any investment company made under Paragraph K of Section VI; and |
e. | a list of all persons who are, or within the past five years were, required to make reports pursuant to this Code of Ethics; |
f. | the names of each person who is serving or who has served as Review Officer or Alternative Review Officer within the past five years; |
g. | a record of all written acknowledgments made under Section VI.I; |
h. | a record of every decision and the reasons supporting it under Section VI. B to approve the acquisition of securities by an access person in any initial public offering or limited offering. |
IX. MISCELLANEOUS
A. Confidentiality
All information obtained from any access person hereunder shall be kept in strict confidence by Polaris, except that reports of securities transaction hereunder will be made available to the Commission or any other regulatory or self-regulatory organization to the extent required by law or regulation.
B. Notice to Access Persons
The CCO shall identify all persons who are considered to be “access persons,” “investment personnel” and “portfolio managers,” inform such persons of their respective duties and provide such persons with copies of this Code of Ethics.
Reviewed and approved January 2020