RISK/RETURN SUMMARY: INVESTMENT OBJECTIVE
The Fund's investment objective is to provide long-term capital appreciation. The objective may be changed by the Fund's Board of Trustees (the "Trustees") without shareholder approval.
RISK/RETURN SUMMARY: FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Institutional Shares (IS) of the Fund. If you purchase the Fund's IS Shares through a broker acting as an agent on behalf of its customers, you may be required to pay a commission to such broker; such commissions, if any, are not reflected in the Example below.
Shareholder Fees (fees paid directly from your investment)
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
November 1, 2021
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 for the time periods indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the operating expenses (excluding any fee waivers and/or expense reimbursements) are as shown in the table above and remain the same. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
RISK/RETURN SUMMARY: INVESTMENTS, RISKS and PERFORMANCE
What are the Fund's Main Investment Strategies?
The Fund pursues its objective by investing primarily in equity and/or equity-related securities of small and mid-capitalization companies that are quoted or traded on regulated markets worldwide (primarily in the U.S. or Canada) as well as component securities of the Russell 2500 Index. The Fund will invest in both growth- and value-oriented securities. As of June 30, 2020, the capitalization of companies included in the Russell 2500 Index ranged from approximately $41 million to $14.3 billion. The Fund will seek to invest in a diversified portfolio of equity securities (such as common and/or preferred stock) and/or equity-related instruments (such as Global Depositary Receipts and American Depositary Receipts) of, or relating to, companies domiciled in the U.S., or companies that derive a large proportion of their income from U.S. activities.
The Fund's investment adviser or sub-adviser (as applicable, the "Adviser") will seek to identify companies that, in its view, provide the potential for long-term capital appreciation through a fundamental analysis of relevant companies, seeking to identify companies that are undervalued and/or demonstrate attractive growth characteristics. This is done in order to ascertain whether the companies may provide the potential for long-term capital appreciation notwithstanding that equities of such companies may, at the time of purchase, be undervalued. The Adviser will not, save in relation to the capitalization of companies that may be invested in, be subject to any limitation on the types of companies in which it may invest (either in terms of industry or focus).
As part of the strategy's assessment of quality and its approach to risk management, risks associated with a company's approach to environmental, social and governance (ESG) issues, among other factors are actively assessed. The Adviser considers data on Hermes' proprietary ESG Dashboard, which contains a wide range of ESG factors and ranks companies on their behaviors versus peers. In making its investment decisions, the Adviser will seek to consider ESG issues with regards to the holding of either individual securities or various categories or classes of securities. These ESG considerations are intended to provide guidance on achieving best practice standards of corporate governance and equity stewardship in order to make informed investment decisions.
The Fund may invest in other investment companies, exchange-traded funds, real estate investment trusts (REITs) and futures contracts to implement elements of its investment strategy, including for cash flow management, cost effectiveness, and gaining exposure to certain markets and securities in a quicker and/or more efficient manner. There can be no assurance that the Fund's use of futures contracts will work as intended. Futures contract investments made by the Fund are included within the Fund's 80% policy (as described below) and are calculated at market value.
The Fund will invest its assets so that, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) are invested in equity securities of small to mid-capitalization (SMID) companies. The Fund will notify shareholders at least 60 days in advance of any change in its investment policy that would permit the Fund to invest, under normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in investments in equity securities of SMID companies. For purposes of this limitation, small- to mid-capitalization companies will normally be defined as companies with market capitalizations similar to the constituents of the Fund's benchmark, the Russell 2500 Index. Such definition will be applied at the time of investment and the Adviser will not be required to sell a stock because a company's market capitalization has grown larger than the range of small- to mid-capitalization stocks in the Russell 2500 Index.
What are the Main Risks of Investing in the Fund?
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Fund's returns include:
-
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.
-
Environmental, Social and Governance Risk. The Adviser considers environmental, social and governance (ESG) issues as part of its security selection process. ESG factors are not the only factors considered by the Adviser and there is no guarantee the companies in which the Fund invests will be considered ESG companies or have high ESG ratings. Such considerations may fail to produce the intended result.
-
Real Estate Investment Trust Risk. Real estate investment trusts (REITs) carry risks associated with owning real estate, including the potential for a decline in value due to economic or market conditions.
-
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.
-
Risk Related to Investing for Value. Due to their relatively low valuations, value stocks are typically less volatile than growth stocks. Additionally, 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.
-
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.
-
Liquidity Risk. Trading opportunities are more limited for equity securities that are not widely held. This may make it more difficult to sell or buy a security at a favorable price or time. Liquidity risk also refers to the possibility that the Fund may not be able to sell a security or close out a derivative contract when it wants to.
-
Custodial Services and Related Investment Costs. Custodial services and other costs relating to investment in international securities markets generally are more expensive due to differing settlement and clearance procedures than those of the United States. The inability of the Fund to make intended securities purchases due to settlement problems could cause the Fund to miss attractive investment opportunities.
-
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.
-
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.
-
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.
-
Exchange-Traded Funds Risk. An investment in an exchange-traded fund (ETF) generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies. The price of an ETF can fluctuate up or down, and the Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down.
-
Technology Risk. The Adviser uses various technologies in managing the Fund, consistent with its investment objective(s) and strategy described in this Prospectus. For example, proprietary and third-party data and systems are utilized to support decision making for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar circumstances may impair the performance of these systems, which may negatively affect Fund performance.
The Shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
Performance: Bar Chart and Table
A performance bar chart and total return information for the Fund will be provided after the Fund has been in operation for a full calendar year. Updated performance information for the Fund is available under the "Products" section at or by calling 1-800-341-7400.
RISK/RETURN SUMMARY: INVESTMENT OBJECTIVE
The Fund's investment objective is to provide long-term capital appreciation. The objective may be changed by the Fund's Board of Trustees (the "Trustees") without shareholder approval.
RISK/RETURN SUMMARY: FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class A Shares (A), Class C Shares (C) and Class R6 Shares (R6) of the Fund. You may qualify for certain sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in certain classes of Federated Hermes Funds. More information about these and other discounts is available from your financial professional, in the "What Do Shares Cost?" section of the Prospectus on page 13 and in "Appendix B" to this Prospectus. If you purchase the Fund's R6 Shares through a broker acting as an agent on behalf of its customers, you may be required to pay a commission to such broker; such commissions, if any, are not reflected in the Example below.
Shareholder Fees (fees paid directly from your investment)
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
November 1, 2021
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 for the time periods indicated and then redeem all of your Shares at the end of those periods. Expenses assuming no redemption are also shown. The Example also assumes that your investment has a 5% return each year and that the operating expenses (excluding any sales loads on reinvested dividends, fee waivers and/or expense reimbursements) are as shown in the table above and remain the same. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
RISK/RETURN SUMMARY: INVESTMENTS, RISKS and PERFORMANCE
What are the Fund's Main Investment Strategies?
The Fund pursues its objective by investing primarily in equity and/or equity-related securities of small and mid-capitalization companies that are quoted or traded on regulated markets worldwide (primarily in the U.S. or Canada) as well as component securities of the Russell 2500 Index. The Fund will invest in both growth- and value-oriented securities. As of June 30, 2020, the capitalization of companies included in the Russell 2500 Index ranged from approximately $41 million to $14.3 billion. The Fund will seek to invest in a diversified portfolio of equity securities (such as common and/or preferred stock) and/or equity-related instruments (such as Global Depositary Receipts and American Depositary Receipts) of, or relating to, companies domiciled in the U.S., or companies that derive a large proportion of their income from U.S. activities.
The Fund's investment adviser or sub-adviser (as applicable, the "Adviser") will seek to identify companies that, in its view, provide the potential for long-term capital appreciation through a fundamental analysis of relevant companies, seeking to identify companies that are undervalued and/or demonstrate attractive growth characteristics. This is done in order to ascertain whether the companies may provide the potential for long-term capital appreciation notwithstanding that equities of such companies may, at the time of purchase, be undervalued. The Adviser will not, save in relation to the capitalization of companies that may be invested in, be subject to any limitation on the types of companies in which it may invest (either in terms of industry or focus).
As part of the strategy's assessment of quality and its approach to risk management, risks associated with a company's approach to environmental, social and governance (ESG) issues, among other factors are actively assessed. The Adviser considers data on Hermes' proprietary ESG Dashboard, which contains a wide range of ESG factors and ranks companies on their behaviors versus peers. In making its investment decisions, the Adviser will seek to consider ESG issues with regards to the holding of either individual securities or various categories or classes of securities. These ESG considerations are intended to provide guidance on achieving best practice standards of corporate governance and equity stewardship in order to make informed investment decisions.
The Fund may invest in other investment companies, exchange-traded funds, real estate investment trusts (REITs) and futures contracts to implement elements of its investment strategy, including for cash flow management, cost effectiveness, and gaining exposure to certain markets and securities in a quicker and/or more efficient manner. There can be no assurance that the Fund's use of futures contracts will work as intended. Futures contract investments made by the Fund are included within the Fund's 80% policy (as described below) and are calculated at market value.
The Fund will invest its assets so that, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) are invested in equity securities of small to mid-capitalization (SMID) companies. The Fund will notify shareholders at least 60 days in advance of any change in its investment policy that would permit the Fund to invest, under normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in investments in equity securities of SMID companies. For purposes of this limitation, small- to mid-capitalization companies will normally be defined as companies with market capitalizations similar to the constituents of the Fund's benchmark, the Russell 2500 Index. Such definition will be applied at the time of investment and the Adviser will not be required to sell a stock because a company's market capitalization has grown larger than the range of small- to mid-capitalization stocks in the Russell 2500 Index.
What are the Main Risks of Investing in the Fund?
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Fund's returns include:
-
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.
-
Environmental, Social and Governance Risk. The Adviser considers environmental, social and governance (ESG) issues as part of its security selection process. ESG factors are not the only factors considered by the Adviser and there is no guarantee the companies in which the Fund invests will be considered ESG companies or have high ESG ratings. Such considerations may fail to produce the intended result.
-
Real Estate Investment Trust Risk. Real estate investment trusts (REITs) carry risks associated with owning real estate, including the potential for a decline in value due to economic or market conditions.
-
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.
-
Risk Related to Investing for Value. Due to their relatively low valuations, value stocks are typically less volatile than growth stocks. Additionally, 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.
-
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.
-
Liquidity Risk. Trading opportunities are more limited for equity securities that are not widely held. This may make it more difficult to sell or buy a security at a favorable price or time. Liquidity risk also refers to the possibility that the Fund may not be able to sell a security or close out a derivative contract when it wants to.
-
Custodial Services and Related Investment Costs. Custodial services and other costs relating to investment in international securities markets generally are more expensive due to differing settlement and clearance procedures than those of the United States. The inability of the Fund to make intended securities purchases due to settlement problems could cause the Fund to miss attractive investment opportunities.
-
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.
-
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.
-
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.
-
Exchange-Traded Funds Risk. An investment in an exchange-traded fund (ETF) generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies. The price of an ETF can fluctuate up or down, and the Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down.
-
Technology Risk. The Adviser uses various technologies in managing the Fund, consistent with its investment objective(s) and strategy described in this Prospectus. For example, proprietary and third-party data and systems are utilized to support decision making for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar circumstances may impair the performance of these systems, which may negatively affect Fund performance.
The Shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
Performance: Bar Chart and Table
A performance bar chart and total return information for the Fund will be provided after the Fund has been in operation for a full calendar year. Updated performance information for the Fund is available under the "Products" section at or by calling 1-800-341-7400.
RISK/RETURN SUMMARY: INVESTMENT OBJECTIVE
The Fund's investment objective is to seek current income and long-term capital appreciation alongside positive societal impact. The objective may be changed by the Fund's Board of Trustees (the "Trustees") without shareholder approval.
RISK/RETURN SUMMARY: FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class IS Shares (IS) of the Fund. If you purchase the Fund's IS Shares through a broker acting as an agent on behalf of its customers, you may be required to pay a commission to such broker; such commissions, if any, are not reflected in the Example below.
Shareholder Fees (fees paid directly from your investment)
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
November 1, 2021
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 for the time periods indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the operating expenses (excluding fee waivers and/or expense reimbursements) are as shown in the table above and remain the same. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
RISK/RETURN SUMMARY: INVESTMENTS, RISKS and PERFORMANCE What are the Fund's Main Investment Strategies?
The Fund pursues its investment objective by investing primarily in a diversified portfolio of high yield fixed-income securities (also known as "junk bonds"), which include debt securities issued by U.S. or foreign businesses (including emerging market debt securities). The Fund's investment adviser or sub-adviser (as applicable, the "Adviser") selects securities that it believes have attractive risk-return characteristics. The Adviser's securities selection process includes an analysis of the issuer's financial condition, business and product strength, competitive position and management expertise. The Adviser does not limit the Fund's investments to securities of a particular maturity range or duration.
In managing the assets of the Fund, the Adviser will seek to invest in securities that, in its view, provide the potential for current income and long-term capital appreciation while also contributing to positive societal impact aligned to the United Nations Sustainable Development Goals (the "UN Sustainable Development Goals") (as outlined in further detail below).1 It will do so by performing bottom-up fundamental analysis of financial criteria such as balance sheet quality, franchise value (i.e., brand strength and sustainability of the business model) and quality of management. This fundamental, bottom-up analysis of individual credit will be used to generate returns through anticipated price changes. At the same time, the Adviser will analyze securities to seek to identify whether their market price is reflective of the value of the issuer of the securities (as determined by the fundamental analysis outlined above and when taking market news into account). In addition, the Adviser intends to use a wider analysis of general economic conditions for portfolio risk management purposes. The Adviser intends to diversify the Fund's portfolio across different geographic regions and industries.
1Please refer to https://sustainabledevelopment.un.org/?menu=1300 for further information on the United Nations Sustainable Development Goals
In addition to fundamental financial indicator criteria, engagement criteria that may be used to identify such companies will include, for example, assessment of company management competence, integrity, vision, potential and willingness to enact the changes suggested by the Adviser, as well as alignment with at least one of the UN Sustainable Development Goals.
The Adviser will use the UN SDG goals and targets as a framework for identifying, articulating and measuring positive impact opportunities within the companies it chooses to invest. In addition to quantitative financial indicators and metrics, qualitative criteria will include assessment of company management competence, integrity, vision, potential and willingness to enact the changes suggested by the Adviser during company engagements.
The Fund will not be subject to any limitation on the types of companies in which it may invest (either in terms of industry or focus) so long as these companies are viewed by the Adviser to provide the potential for current income and long-term capital appreciation while also contributing to positive societal impact aligned to the UN Sustainable Development Goals. The Fund will however, exclude companies that manufacture tobacco and/or controversial weapons. The Fund may, from time to time, have larger allocations to certain broad market sectors in attempting to achieve its investment objective.
The Fund may invest in derivative contracts and/or hybrid instruments to implement its investment strategies. For example, the Fund may use derivative contracts or hybrid instruments to increase or decrease the portfolio's exposure to the investments(s) underlying the derivative or hybrid instrument. There can be no assurance that the Fund's use of derivative contracts or hybrid instruments will work as intended. Derivative investments made by the Fund are included within the Fund's 80% policy (as described below) and are calculated at market value.
The Fund will invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are invested in fixed-income investments rated below investment-grade. The Fund will notify shareholders at least 60 days in advance of any change in its investment policy that would enable the Fund to invest, under normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in fixed-income investments rated below investment-grade.
The Fund actively trades its portfolio securities in an attempt to achieve its investment objective. Active trading will cause the Fund to have an increased portfolio turnover rate and increase the Fund's trading costs, which may have an adverse impact on the Fund's performance. An active trading strategy will likely result in the Fund generating more short-term capital gains or losses. Short-term gains are generally taxed at a higher rate than long-term gains. Any short-term losses are used first to offset short-term gains.
What are the Main Risks of Investing in the Fund?
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Fund's returns include:
-
Risk Associated with Noninvestment-Grade Securities. Securities rated below investment-grade may be subject to greater interest rate, credit and liquidity risks than investment-grade securities. These securities are considered speculative with respect to the issuer's ability to pay interest and repay principal.
-
Issuer Credit Risk
. It is possible that interest or principal on securities will not be paid when due. Noninvestment-grade securities generally have a higher default risk than investment-grade securities. Such non-payment or default may reduce the value of the Fund's portfolio holdings, its share price and its performance.
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Risks of Investing for UN Sustainable Development Goals. The Fund's strategy is to target companies the Adviser believes will contribute positive societal impact aligned to the UN Sustainable Development Goals. The Fund may underperform funds that do not have such a strategy.
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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.
-
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. Among other investments, lower-grade bonds and loans may be particularly sensitive to changes in the economy.
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Liquidity Risk. The noninvestment-grade securities in which the Fund may invest may not be readily marketable and may be subject to greater fluctuations in price than other securities. Additionally, certain equity securities in which the Fund invests may be less readily marketable and may be subject to greater fluctuation in price than other securities. Also, market growth at rates greater than dealers' capacity to make markets, as well as regulatory changes or certain other developments, can reduce dealer inventories of securities (such as corporate bonds), which can further constrain liquidity and increase price volatility. Additionally, there is a possibility that the Fund may not be able to sell a security or close out a derivative contract when it wants to. If this happens, the Fund will be required to continue to hold the security or keep the position open, and the Fund could incur losses. High levels of shareholder redemptions in response to market conditions also may increase liquidity risk and may negatively impact Fund performance.
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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.
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Leveraged Company Risk. Securities of companies that issue below investment grade debt or "junk bonds" (i.e., leveraged companies) may be more volatile, be more sensitive to adverse issuer, political, market or economic developments and have limited access to additional capital than securities of other, higher quality companies or the market as a whole, which can limit their opportunities and ability to weather challenging business environments. Companies that experience a decrease in credit quality or that have lower-quality debt or highly leveraged capital structures may undergo difficult business circumstances and face a greater risk of liquidation, reorganization or bankruptcy than other companies.
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Risk of Foreign Investing. Because the Fund invests in securities issued by foreign companies and national governments, the Fund's Share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than could otherwise be the case.
-
Currency Risk. Exchange rates for currencies fluctuate daily. The value of the Fund's foreign investments and the value of the shares may be affected favorably or unfavorably by changes in currency exchange rates relative to the U.S. dollar.
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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.
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Leverage Risk. Leverage risk is created when an investment exposes the Fund to a level of risk that exceeds the amount invested.
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Sector Risk. The Fund may allocate relatively more assets to certain industry sectors than to others; therefore, the Fund performance may be more susceptible to any developments which affect those sectors emphasized by the Fund.
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Risk of Investing in Emerging Market Countries. Securities issued or traded in emerging markets generally entail greater risks than securities issued or traded in developed markets.
-
Risk of Investing in Derivative Contracts and Hybrid Instruments. Derivative contracts and hybrid instruments 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 and instruments 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.
-
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.
The Shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
Performance: Bar Chart and Table
A performance bar chart and total return information for the Fund will be provided after the Fund has been in operation for a full calendar year. Updated performance information for the Fund is available under the "Products" section at or by calling 1-800-341-7400.
RISK/RETURN SUMMARY: INVESTMENT OBJECTIVE
The Fund's investment objective is to seek current income and long-term capital appreciation alongside positive societal impact. The objective may be changed by the Fund's Board of Trustees (the "Trustees") without shareholder approval.
RISK/RETURN SUMMARY: FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class A Shares (A), Class C Shares (C) and Class R6 Shares (R6) of the Fund. You may qualify for certain sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in certain classes of Federated Hermes Funds. More information about these and other discounts is available from your financial professional, in the "What Do Shares Cost?" section of the Prospectus on page 15 and in "Appendix B" to this Prospectus. If you purchase the Fund's R6 Shares through a broker acting as an agent on behalf of its customers, you may be required to pay a commission to such broker; such commissions, if any, are not reflected in the Example below.
Shareholder Fees (fees paid directly from your investment)
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
November 1, 2021
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 for the time periods indicated and then redeem all of your Shares at the end of those periods. Expenses assuming no redemption are also shown. The Example also assumes that your investment has a 5% return each year and that the operating expenses (excluding fee waivers and/or expense reimbursements) are as shown in the table above and remain the same. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
RISK/RETURN SUMMARY: INVESTMENTS, RISKS and PERFORMANCE What are the Fund's Main Investment Strategies?
The Fund pursues its investment objective by investing primarily in a diversified portfolio of high yield fixed-income securities (also known as "junk bonds"), which include debt securities issued by U.S. or foreign businesses (including emerging market debt securities). The Fund's investment adviser or sub-adviser (as applicable, the "Adviser") selects securities that it believes have attractive risk-return characteristics. The Adviser's securities selection process includes an analysis of the issuer's financial condition, business and product strength, competitive position and management expertise. The Adviser does not limit the Fund's investments to securities of a particular maturity range or duration.
In managing the assets of the Fund, the Adviser will seek to invest in securities that, in its view, provide the potential for current income and long-term capital appreciation while also contributing to positive societal impact aligned to the United Nations Sustainable Development Goals (the "UN Sustainable Development Goals") (as outlined in further detail below).1 It will do so by performing bottom-up fundamental analysis of financial criteria such as balance sheet quality, franchise value (i.e., brand strength and sustainability of the business model) and quality of management. This fundamental, bottom-up analysis of individual credit will be used to generate returns through anticipated price changes. At the same time, the Adviser will analyze securities to seek to identify whether their market price is reflective of the value of the issuer of the securities (as determined by the fundamental analysis outlined above and when taking market news into account). In addition, the Adviser intends to use a wider analysis of general economic conditions for portfolio risk management purposes. The Adviser intends to diversify the Fund's portfolio across different geographic regions and industries.
1Please refer to https://sustainabledevelopment.un.org/?menu=1300 for further information on the United Nations Sustainable Development Goals
In addition to fundamental financial indicator criteria, engagement criteria that may be used to identify such companies will include, for example, assessment of company management competence, integrity, vision, potential and willingness to enact the changes suggested by the Adviser, as well as alignment with at least one of the UN Sustainable Development Goals.
The Adviser will use the UN SDG goals and targets as a framework for identifying, articulating and measuring positive impact opportunities within the companies it chooses to invest. In addition to quantitative financial indicators and metrics, qualitative criteria will include assessment of company management competence, integrity, vision, potential and willingness to enact the changes suggested by the Adviser during company engagements.
The Fund will not be subject to any limitation on the types of companies in which it may invest (either in terms of industry or focus) so long as these companies are viewed by the Adviser to provide the potential for current income and long-term capital appreciation while also contributing to positive societal impact aligned to the UN Sustainable Development Goals. The Fund will however, exclude companies that manufacture tobacco and/or controversial weapons. The Fund may, from time to time, have larger allocations to certain broad market sectors in attempting to achieve its investment objective.
The Fund may invest in derivative contracts and/or hybrid instruments to implement its investment strategies. For example, the Fund may use derivative contracts or hybrid instruments to increase or decrease the portfolio's exposure to the investments(s) underlying the derivative or hybrid instrument. There can be no assurance that the Fund's use of derivative contracts or hybrid instruments will work as intended. Derivative investments made by the Fund are included within the Fund's 80% policy (as described below) and are calculated at market value.
The Fund will invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are invested in fixed-income investments rated below investment-grade. The Fund will notify shareholders at least 60 days in advance of any change in its investment policy that would enable the Fund to invest, under normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in fixed-income investments rated below investment-grade.
The Fund actively trades its portfolio securities in an attempt to achieve its investment objective. Active trading will cause the Fund to have an increased portfolio turnover rate and increase the Fund's trading costs, which may have an adverse impact on the Fund's performance. An active trading strategy will likely result in the Fund generating more short-term capital gains or losses. Short-term gains are generally taxed at a higher rate than long-term gains. Any short-term losses are used first to offset short-term gains.
What are the Main Risks of Investing in the Fund?
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Fund's returns include:
-
Risk Associated with Noninvestment-Grade Securities. Securities rated below investment-grade may be subject to greater interest rate, credit and liquidity risks than investment-grade securities. These securities are considered speculative with respect to the issuer's ability to pay interest and repay principal.
-
Issuer Credit Risk
. It is possible that interest or principal on securities will not be paid when due. Noninvestment-grade securities generally have a higher default risk than investment-grade securities. Such non-payment or default may reduce the value of the Fund's portfolio holdings, its share price and its performance.
-
Risks of Investing for UN Sustainable Development Goals. The Fund's strategy is to target companies the Adviser believes will contribute positive societal impact aligned to the UN Sustainable Development Goals. The Fund may underperform funds that do not have such a strategy.
-
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.
-
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. Among other investments, lower-grade bonds and loans may be particularly sensitive to changes in the economy.
-
Liquidity Risk. The noninvestment-grade securities in which the Fund may invest may not be readily marketable and may be subject to greater fluctuations in price than other securities. Additionally, certain equity securities in which the Fund invests may be less readily marketable and may be subject to greater fluctuation in price than other securities. Also, market growth at rates greater than dealers' capacity to make markets, as well as regulatory changes or certain other developments, can reduce dealer inventories of securities (such as corporate bonds), which can further constrain liquidity and increase price volatility. Additionally, there is a possibility that the Fund may not be able to sell a security or close out a derivative contract when it wants to. If this happens, the Fund will be required to continue to hold the security or keep the position open, and the Fund could incur losses. High levels of shareholder redemptions in response to market conditions also may increase liquidity risk and may negatively impact Fund performance.
-
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.
-
Leveraged Company Risk. Securities of companies that issue below investment grade debt or "junk bonds" (i.e., leveraged companies) may be more volatile, be more sensitive to adverse issuer, political, market or economic developments and have limited access to additional capital than securities of other, higher quality companies or the market as a whole, which can limit their opportunities and ability to weather challenging business environments. Companies that experience a decrease in credit quality or that have lower-quality debt or highly leveraged capital structures may undergo difficult business circumstances and face a greater risk of liquidation, reorganization or bankruptcy than other companies.
-
Risk of Foreign Investing. Because the Fund invests in securities issued by foreign companies and national governments, the Fund's Share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than could otherwise be the case.
-
Currency Risk. Exchange rates for currencies fluctuate daily. The value of the Fund's foreign investments and the value of the shares may be affected favorably or unfavorably by changes in currency exchange rates relative to the U.S. dollar.
-
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.
-
Leverage Risk. Leverage risk is created when an investment exposes the Fund to a level of risk that exceeds the amount invested.
-
Sector Risk. The Fund may allocate relatively more assets to certain industry sectors than to others; therefore, the Fund performance may be more susceptible to any developments which affect those sectors emphasized by the Fund.
-
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.
-
Risk of Investing in Derivative Contracts and Hybrid Instruments. Derivative contracts and hybrid instruments 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 and instruments 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.
-
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.
The Shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
Performance: Bar Chart and Table
A performance bar chart and total return information for the Fund will be provided after the Fund has been in operation for a full calendar year. Updated performance information for the Fund is available under the "Products" section at or by calling 1-800-341-7400.
2020-10-27
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Other Expenses are based on estimated amounts for the current fiscal year.
The Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. Total annual fund operating expenses (excluding acquired fund fees and expenses, interest expense, extraordinary expenses, and proxy-related expenses, paid by the Fund, if any) paid by the Fund's IS class (after the voluntary waivers and/or reimbursements) will not exceed 0.83% (the "Fee Limit"), up to but not including the later of (the "Termination Date"): (a) November 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.
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 Fund's Trustees.
Other Expenses are based on estimated amounts for the current fiscal year.
The Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. Total annual fund operating expenses (excluding acquired fund fees and expenses, interest expense, extraordinary expenses, and proxy-related expenses, paid by the Fund, if any) paid by the Fund's A class, C class, and R6 class (after the voluntary waivers and/or reimbursements) will not exceed 1.08%, 1.83% and 0.78% (the "Fee Limit"), respectively, up to but not including the later of (the "Termination Date"): (a) November 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.
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 expected to be 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.
The Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. Total annual fund operating expenses (excluding acquired fund fees and expenses, interest expense, extraordinary expenses, and proxy-related expenses, paid by the Fund, if any) paid by the Fund's IS class (after the voluntary waivers and/or reimbursements) will not exceed 0.62% (the "Fee Limit"), respectively, up to but not including the later of (the "Termination Date"): (a) November 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.
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 amount 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 Fund's Board of Trustees (the "Trustees").
Other Expenses are based on estimated amounts for the current fiscal year.
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. Effective November 1, 2020 total annual fund operating expenses (excluding acquired fund fees and expenses, interest expense, extraordinary expenses, and proxy-related expenses, paid by the Fund, if any) paid by the Fund's A class, C class and R6 class (after the voluntary waivers and/or reimbursements) will not exceed 0.87%, 1.62% and 0.57% (the "Fee Limit"), respectively, up to but not including the later of (the "Termination Date"): (a) November 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.
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1933 Act File No. 333-218374
1940 Act File No. 811-23259
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
☒
Pre-Effective Amendment No.
☐
Post-Effective Amendment No. 35
☒
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
☒
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):
☐
immediately upon filing pursuant to paragraph (b)
☒
On October 28, 2020 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:
☐
This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
Prospectus
October 31, 2020
Federated Hermes SDG Engagement High Yield
Credit Fund
A Portfolio of Federated Hermes Adviser Series
(formerly, Federated Adviser Series)
A mutual fund seeking current income and long-term capital appreciation along side positive societal impact.
As with all mutual funds, the Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed
upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
IMPORTANT NOTICE TO SHAREHOLDERS
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies
of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports
from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made
available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access
the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not
take any action. You may elect to receive shareholder reports and other communications from the Fund or your financial
intermediary electronically by contacting your financial intermediary (such as a broker-dealer or bank); other shareholders
may call the Fund at 1-800-341-7400, Option 4.
You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary
that you wish to continue receiving paper copies of your shareholder reports by contacting your financial intermediary (such
as a broker-dealer or bank); other shareholders may call the Fund at 1-800-341-7400, Option 4. Your election to receive
reports in paper will apply to all funds held with the Fund complex or your financial intermediary.
Not FDIC Insured ▪ May Lose Value ▪ No Bank Guarantee
Fund Summary Information
Federated Hermes SDG Engagement High Yield Credit Fund (the “Fund”)
RISK/RETURN SUMMARY: INVESTMENT OBJECTIVE
The Fund’s investment objective is to seek current income and long-term capital appreciation alongside positive societal
impact. The objective may be changed by the Fund’s Board of Trustees (the
“
Trustees
”
) without shareholder approval.
RISK/RETURN SUMMARY: FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class IS Shares (IS) of the Fund. If you
purchase the Fund’s IS Shares through a broker acting as an agent on behalf of its customers, you may be required to pay a
commission to such broker; such commissions, if any, are not reflected in the Example below.
Shareholder Fees (fees paid directly from your investment)
|
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)
|
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of offering price)
|
|
Redemption Fee (as a percentage of amount redeemed, if applicable)
|
|
|
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
Total Annual Fund Operating Expenses
|
|
Fee Waivers and/or Expense Reimbursements
2
|
|
Total Annual Fund Operating Expenses After Fee Waivers and/orExpense Reimbursements
|
|
1
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 expected to be 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.
2
The Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. Total
annual fund operating expenses (excluding acquired fund fees and expenses, interest expense, extraordinary expenses, and proxy-related expenses, paid by
the Fund, if any) paid by the Fund’s IS class (after the voluntary waivers and/or reimbursements) will not exceed 0.62% (the
“
Fee Limit
”
), respectively,
up to but not including the later of (the “Termination Date”): (a) November 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.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other
mutual funds.
The Example assumes that you invest $10,000 for the time periods indicated and then redeem all of your Shares at the
end of those periods. The Example also assumes that your investment has a 5% return each year and that the operating
expenses (excluding fee waivers and/or expense reimbursements) are as shown in the table above and remain the same.
Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
|
|
|
|
|
|
|
|
|
|
Expenses assuming redemption
|
|
|
|
|
Expenses assuming no redemption
|
|
|
|
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund Shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the period September 26, 2019 (date of initial public investment) to August 31, 2020, the Fund’s portfolio turnover rate was 36% of the average value of its portfolio.
RISK/RETURN SUMMARY: INVESTMENTS, RISKS and PERFORMANCE
What are the Fund’s Main Investment Strategies?
The Fund pursues its investment objective by investing primarily in a diversified portfolio of high yield fixed-income
securities (also known as
“
junk bonds
”
), which include debt securities issued by U.S. or foreign businesses (including
emerging market debt securities). The Fund’s investment adviser or sub-adviser (as applicable, the
“
Adviser
”
) selects
securities that it believes have attractive risk-return characteristics. The Adviser’s securities selection process includes an
analysis of the issuer’s financial condition, business and product strength, competitive position and management expertise.
The Adviser does not limit the Fund’s investments to securities of a particular maturity range or duration.
In managing the assets of the Fund, the Adviser will seek to invest in securities that, in its view, provide the potential for
current income and long-term capital appreciation while also contributing to positive societal impact aligned to the United
Nations Sustainable Development Goals (the
“
UN Sustainable Development Goals
”
) (as outlined in further detail below).
1
It will do so by performing bottom-up fundamental analysis of financial criteria such as balance sheet quality, franchise
value (i.e., brand strength and sustainability of the business model) and quality of management. This fundamental, bottom-up
analysis of individual credit will be used to generate returns through anticipated price changes. At the same time, the
Adviser will analyze securities to seek to identify whether their market price is reflective of the value of the issuer of the
securities (as determined by the fundamental analysis outlined above and when taking market news into account). In
addition, the Adviser intends to use a wider analysis of general economic conditions for portfolio risk management
purposes. The Adviser intends to diversify the Fund’s portfolio across different geographic regions and industries.
1
Please refer to https://sustainabledevelopment.un.org/?menu=1300 for further information on the United Nations Sustainable Development Goals
In addition to fundamental financial indicator criteria, engagement criteria that may be used to identify such companies
will include, for example, assessment of company management competence, integrity, vision, potential and willingness to
enact the changes suggested by the Adviser, as well as alignment with at least one of the UN Sustainable
Development Goals.
The Adviser will use the UN SDG goals and targets as a framework for identifying, articulating and measuring positive
impact opportunities within the companies it chooses to invest. In addition to quantitative financial indicators and metrics,
qualitative criteria will include assessment of company management competence, integrity, vision, potential and
willingness to enact the changes suggested by the Adviser during company engagements.
The Fund will not be subject to any limitation on the types of companies in which it may invest (either in terms of
industry or focus) so long as these companies are viewed by the Adviser to provide the potential for current income and
long-term capital appreciation while also contributing to positive societal impact aligned to the UN Sustainable
Development Goals. The Fund will however, exclude companies that manufacture tobacco and/or controversial weapons.
The Fund may, from time to time, have larger allocations to certain broad market sectors in attempting to achieve its
investment objective.
The Fund may invest in derivative contracts and/or hybrid instruments to implement its investment strategies. For
example, the Fund may use derivative contracts or hybrid instruments to increase or decrease the portfolio’s exposure to
the investments(s) underlying the derivative or hybrid instrument. There can be no assurance that the Fund’s use of
derivative contracts or hybrid instruments will work as intended. Derivative investments made by the Fund are included
within the Fund’s 80% policy (as described below) and are calculated at market value.
The Fund will invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are
invested in fixed-income investments rated below investment-grade. The Fund will notify shareholders at least 60 days in
advance of any change in its investment policy that would enable the Fund to invest, under normal circumstances, less
than 80% of its net assets (plus any borrowings for investment purposes) in fixed-income investments rated
below investment-grade.
The Fund actively trades its portfolio securities in an attempt to achieve its investment objective. Active trading will
cause the Fund to have an increased portfolio turnover rate and increase the Fund’s trading costs, which may have an
adverse impact on the Fund’s performance. An active trading strategy will likely result in the Fund generating more short-term
capital gains or losses. Short-term gains are generally taxed at a higher rate than long-term gains. Any short-term
losses are used first to offset short-term gains.
What are the Main Risks of Investing in the Fund?
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund.
The primary
factors that may reduce the Fund’s returns include:
■
Risk Associated with Noninvestment-Grade Securities.
Securities rated below investment-grade may be subject to
greater interest rate, credit and liquidity risks than investment-grade securities. These securities are considered
speculative with respect to the issuer’s ability to pay interest and repay principal.
■
Issuer Credit Risk
.
It is possible that interest or principal on securities will not be paid when due. Noninvestment-grade
securities generally have a higher default risk than investment-grade securities. Such non-payment or default may
reduce the value of the Fund’s portfolio holdings, its share price and its performance.
■
Risks of Investing for UN Sustainable Development Goals.
The Fund’s strategy is to target companies the Adviser
believes will contribute positive societal impact aligned to the UN Sustainable Development Goals. The Fund may
underperform funds that do not have such a strategy.
■
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.
■
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. Among other investments, lower-grade bonds and loans may be particularly sensitive
to changes in the economy.
■
Liquidity Risk.
The noninvestment-grade securities in which the Fund may invest may not be readily marketable and
may be subject to greater fluctuations in price than other securities. Additionally, certain equity securities in which the
Fund invests may be less readily marketable and may be subject to greater fluctuation in price than other securities.
Also, market growth at rates greater than dealers’ capacity to make markets, as well as regulatory changes or certain
other developments, can reduce dealer inventories of securities (such as corporate bonds), which can further constrain
liquidity and increase price volatility. Additionally, there is a possibility that the Fund may not be able to sell a security
or close out a derivative contract when it wants to. If this happens, the Fund will be required to continue to hold the
security or keep the position open, and the Fund could incur losses. High levels of shareholder redemptions in response
to market conditions also may increase liquidity risk and may negatively impact Fund performance.
■
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.
■
Leveraged Company Risk.
Securities of companies that issue below investment grade debt or
“
junk
bonds
”
(i.e., leveraged companies) may be more volatile, be more sensitive to adverse issuer, political, market or
economic developments and have limited access to additional capital than securities of other, higher quality companies
or the market as a whole, which can limit their opportunities and ability to weather challenging business environments.
Companies that experience a decrease in credit quality or that have lower-quality debt or highly leveraged capital
structures may undergo difficult business circumstances and face a greater risk of liquidation, reorganization or
bankruptcy than other companies.
■
Risk of Foreign Investing.
Because the Fund invests in securities issued by foreign companies and national
governments, the Fund’s Share price may be more affected by foreign economic and political conditions, taxation
policies and accounting and auditing standards than could otherwise be the case.
■
Currency Risk.
Exchange rates for currencies fluctuate daily. The value of the Fund’s foreign investments and the
value of the shares may be affected favorably or unfavorably by changes in currency exchange rates relative to the
U.S. dollar.
■
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.
■
Leverage Risk.
Leverage risk is created when an investment exposes the Fund to a level of risk that exceeds the
amount invested.
■
Sector Risk.
The Fund may allocate relatively more assets to certain industry sectors than to others; therefore, the
Fund performance may be more susceptible to any developments which affect those sectors emphasized by the Fund.
■
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.
■
Risk of Investing in Derivative Contracts and Hybrid Instruments.
Derivative contracts and hybrid instruments
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 and instruments 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.
■
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.
The Shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
Performance: Bar Chart and Table
A performance bar chart and total return information for the Fund will be provided after the Fund has been in operation for a full calendar year.
Updated performance information for the Fund is available under the
“
Products
”
section at
FederatedInvestors.com
or by calling
1-800-341-7400
.
Fund Management
The Fund’s Investment Adviser is Federated Investment Management Company and the Fund’s Sub-Adviser, an
affiliate of the Investment Adviser, is Hermes Investment Management Limited.
Mitch Reznick, CFA,
Head of Research and Sustainable Fixed Income and Co-Portfolio Manager, has been the Fund’s
portfolio manager since inception in September 2019.
Fraser Lundie, CFA, Head of Credit and Co-Portfolio Manager, has been the Fund’s portfolio manager since inception
in September 2019.
Nachu Chockalingam, CFA and Co-Portfolio Manager, has been the Fund’s portfolio manager since October 2020.
purchase and sale of fund shares
You may purchase, redeem or exchange Shares of the Fund on any day the New York Stock Exchange is open. Shares
may be purchased through a financial intermediary firm that has entered into a Fund selling and/or servicing agreement
with the Distributor or an affiliate (
“
Financial Intermediary
”
) or directly from the Fund, by wire or by check. Please note
that certain purchase restrictions may apply. Redeem or exchange Shares through a financial intermediary or directly from
the Fund by telephone at 1-800-341-7400 or by mail.
The minimum initial investment amount for the Fund’s IS class is generally $1,000,000 and there is no minimum
subsequent investment amount. Certain types of accounts are eligible for lower minimum investments. The minimum
investment amount for Systematic Investment Programs is $50.
Tax Information
The Fund’s distributions are taxable as ordinary income or capital gains except when your investment is through a
401(k) plan, an Individual Retirement Account or other tax-advantaged investment plan.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and/or its
related companies may pay the intermediary for the sale of Fund Shares and related services. These payments may create a
conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund
over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
What are the Fund’s Investment Strategies?
The Fund’s investment objective is to seek current income and long-term capital appreciation alongside positive societal
impact. While there is no assurance that the Fund will achieve its investment objective, it endeavors to do so by following
the principal strategies and policies described in this Prospectus. This objective may be changed by the Fund’s Board of
Trustees (the
“
Trustees
”
) without shareholder approval.
The Fund pursues its investment objective by investing primarily in the high-yield fixed-income securities market. The
Fund’s investment adviser (the
“
Adviser
”
) actively manages the Fund’s portfolio seeking to realize the potentially higher
returns of high-yield securities (also known as
“
junk bonds
”
), compared to returns of high-grade securities by seeking to
minimize default risk and other risks through careful security selection and diversification. The Fund invests in domestic
high-yield debt securities both domestically and internationally (including emerging markets). A description of the various
types of securities in which the Fund invests, and their risks, immediately follows the strategy discussion.
The Adviser selects securities that it believes have attractive risk-return characteristics. The securities in which the Fund
invests have high yields primarily because of the market’s greater uncertainty about the issuer’s ability to make all
required interest and principal payments, and therefore about the returns that will in fact be realized by the Fund.
The Adviser attempts to select bonds for investment by the Fund which offer high potential returns for the default risks
being assumed. The Adviser’s securities selection process consists of a credit-intensive, fundamental analysis of the
issuing firm. The Adviser’s analysis focuses on the financial condition of the issuing firm together with the issuer’s
business and product strength, competitive position and management expertise. Further, the Adviser considers current
economic, financial market and industry factors, which may affect the issuer.
The Adviser attempts to minimize the Fund’s portfolio credit risk through diversification. The Adviser selects securities
to maintain broad portfolio diversification both by company and industry. The Adviser does not target an average maturity
range or duration for the Fund’s portfolio.
In managing the assets of the Fund, the Adviser will seek to invest in securities that, in its view, provide the potential for
current income and long-term capital appreciation while also contributing to positive societal impact aligned to the United
Nations Sustainable Development Goals (the
“
UN Sustainable Development Goals
”
) (as outlined in further detail below).
1
It will do so by performing bottom-up fundamental analysis of financial criteria such as balance sheet quality, franchise
value (i.e., brand strength and sustainability of the business model) and quality of management. This fundamental, bottom-up
analysis of individual credit will be used to generate returns through anticipated price changes. For example, the
Adviser will analyze securities of an issuer to seek to identify the extent to which the securities are exposed to credit risk.
This will be done with a view to assessing whether the market price of the security in question is, in the Adviser’s view,
reflective of its value (after taking account of the credit risk). At the same time, the Adviser will analyze securities to seek
to identify whether their market price is reflective of the value of the issuer of the securities (as determined by the
fundamental analysis outlined above and when taking market news into account). In addition, the Adviser intends to use a
wider analysis of general economic conditions for portfolio risk management purposes. The Adviser intends to diversify
the Fund’s portfolio across different geographic regions and industries.
1
Please refer to https://sustainabledevelopment.un.org/?menu=1300 for further information on the United Nations Sustainable Development Goals
In addition to fundamental financial indicator criteria, the Adviser also considers engagement criteria such as
assessment of company management competence, integrity, vision, potential and willingness to enact the changes
suggested by the Adviser, as well as alignment with at least one of the UN Sustainable Development Goals.
The Adviser will use the UN SDG goals and targets as a framework for identifying, articulating and measuring positive
impact opportunities within the companies it chooses to invest. In addition to quantitative financial indicators and metrics,
qualitative criteria will include assessment of company management competence, integrity, vision, potential and
willingness to enact the changes suggested by the Adviser during company engagements.
The Adviser will utilize bottom-up analysis of companies’ respective supply chains, direct operations, products and
services to identify those businesses with the best opportunity for improvement in areas such as education, water, and
energy conservation.
It is anticipated that by identifying solutions to meeting specific UN Sustainable Development Goals, companies will be
able to incrementally improve long-term financial returns and resilience by generating higher sales and better productivity
by delivering, for example, improved health or educational outcomes for their employees and local community. The
Adviser’s in-house stewardship team will support the identification of, and engagement with, suitable companies that meet
the criteria outlined above and below. The UN Sustainable Development Goals are as follows: no poverty; zero hunger;
good health and well-being; quality education; gender equality; clean water and sanitation; affordable and clean energy;
decent work and economic growth; industry, innovation and infrastructure; reduced inequalities; sustainable cities and
communities; responsible consumption and production; climate action; life below water; life on land; peace, justice and
strong institutions; and partnership for the goals.
The Fund will not be subject to any limitation on the types of companies in which it may invest (either in terms of
industry or focus) so long as these companies are viewed by the Adviser to provide the potential for long-term capital
appreciation while also contributing to positive societal impact aligned to the UN Sustainable Development Goals. The
Fund will however, exclude companies that manufacture tobacco and/or controversial weapons. The Fund may, from time
to time, have larger allocations to certain broad market sectors in attempting to achieve its investment objective.
In making its investment decisions, the Adviser will seek to consider its corporate governance and/or responsible
investment policies (
“
CGRI Guidelines
”
) with regards to the holding of either individual securities or various categories or
classes of securities. The Adviser will typically sell a security either when its analysis indicates that it has either met the
defined engagement objectives aligned to the UN Sustainable Development Goals or the Adviser does not believe that
these objectives will be met, or when there is a material change in a company’s investment thesis that would prompt a sale.
The CGRI Guidelines are intended to provide guidance on achieving best practice standards of corporate governance and
equity stewardship in order to make informed investment decisions.
The Fund may use derivative contracts and/or hybrid instruments to implement elements of its investment strategy. For
example, the Fund may use derivative contracts or hybrid instruments to increase or decrease the portfolio’s exposure to
the investment(s) underlying the derivative or hybrid instrument in an attempt to benefit from changes in the value of the
underlying investment(s). Additionally, by way of example, the Fund may use derivative contracts in an attempt to:
■
increase or decrease the effective duration of the Fund portfolio;
■
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 derivative contracts or hybrid instruments will work as intended.
Derivative investments made by the Fund are included within the Fund’s 80% policy (as described below) and are
calculated at market value.
The Fund will invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are
invested in fixed-income investments rated below investment-grade. The Fund will notify shareholders at least 60 days in
advance of any change in its investment policy that would enable the Fund to invest, under normal circumstances, less
than 80% of its net assets (plus any borrowings for investment purposes) in fixed-income investments rated
below investment-grade.
Portfolio Turnover
The Fund actively trades its portfolio securities in an attempt to achieve its investment objective. Active trading will
cause the Fund to have an increased portfolio turnover rate and increase the Fund’s trading costs, which may have an
adverse impact on the Fund’s performance. An active trading strategy will likely result in the Fund generating more short-term
capital gains or losses. Short-term gains are generally taxed at a higher rate than long-term gains. Any short-term
losses are used first to offset short-term gains.
TEMPORARY INVESTMENTS
The Fund may temporarily depart from its principal investment strategies by investing its assets in shorter-term debt
securities and similar obligations or holding cash. It may do this in response to unusual circumstances, such as: adverse
market, economic or other conditions (for example, to help avoid potential losses, or during periods when there is a
shortage of appropriate securities); to maintain liquidity to meet shareholder redemptions; or to accommodate cash
inflows. It is possible that such investments could affect the Fund’s investment returns and/or the ability to achieve the
Fund’s investment objectives.
What are the Fund’s Principal Investments?
The following provides general information on the Fund’s principal investments. The Fund’s Statement of Additional
Information (SAI) provides information about the Fund’s non-principal investments and may provide additional
information about the Fund’s principal investments.
FIXED-INCOME SECURITIES
Fixed-income securities pay interest, dividends or distributions at a specified rate. The rate may be a fixed percentage of
the principal or may be adjusted periodically. In addition, the issuer of a fixed-income security must repay the principal
amount of the security, normally within a specified time. Fixed-income securities provide more regular income than equity
securities. However, the returns on fixed-income securities are limited and normally do not increase with the issuer’s
earnings. This limits the potential appreciation of fixed-income securities as compared to equity securities.
A security’s yield measures the annual income earned on a security as a percentage of its price. A security’s yield will
increase or decrease depending upon whether it costs less (a
“
discount
”
) or more (a
“
premium
”
) than the principal amount.
If the issuer may redeem the security before its scheduled maturity, the price and yield on a discount or premium security
may change based upon the probability of an early redemption. Securities with higher risks generally have higher yields.
The following describes the fixed-income securities in which the Fund principally invests:
Preferred Stocks
Preferred stocks have the right to receive specified dividends or distributions before the issuer makes payments on its
common stock. Some preferred stocks also participate in dividends and distributions paid on common stock. Preferred
stocks may also permit the issuer to redeem the stock. The Fund may also treat such redeemable preferred stock as a
fixed-income security.
Corporate Debt Securities (A Type of Fixed-Income Security)
Corporate debt securities are fixed-income securities issued by businesses. Notes, bonds, debentures and commercial
paper are the most prevalent types of corporate debt securities. The credit risks of corporate debt securities vary widely
among issuers.
In addition, the credit risk of an issuer’s debt security may vary based on its priority for repayment. For example, higher
ranking (
“
senior
”
) debt securities have a higher priority than lower ranking (
“
subordinated
”
) securities. This means that
the issuer might not make payments on subordinated securities while continuing to make payments on senior securities. In
addition, in the event of bankruptcy, holders of senior securities may receive amounts otherwise payable to the holders of
subordinated securities. Some subordinated securities, such as trust-preferred and capital-securities notes, also permit the
issuer to defer payments under certain circumstances. For example, insurance companies issue securities known as surplus
notes that permit the insurance company to defer any payment that would reduce its capital below regulatory requirements.
Lower-Rated, Fixed-Income Securities
Lower-rated, fixed-income securities are securities rated below investment grade (i.e., BB or lower) by a nationally
recognized statistical rating organization (NRSRO). There is no minimal acceptable rating for a security to be purchased
or held by the Fund and the Fund may purchase or hold unrated securities and securities whose issuers are in default.
Demand Instruments (A Type of Corporate Debt Security)
Demand instruments are corporate debt securities that require the issuer or a third party, such as a dealer or bank (the
“
Demand Provider
”
), to repurchase the security for its face value upon demand. Some demand instruments are
“
conditional,
”
so that the occurrence of certain conditions relieves the Demand Provider of its obligation to repurchase the
security. Other demand instruments are
“
unconditional,
”
so that there are no conditions under which the Demand
Provider’s obligation to repurchase the security can terminate. The Fund treats demand instruments as short-term
securities, even though their stated maturity may extend beyond one year.
Convertible Securities (A Fixed-Income Security)
Convertible securities are fixed-income securities that the Fund has the option to exchange for equity securities at a
specified conversion price. The option allows the Fund to realize additional returns if the market price of the equity
securities exceeds the conversion price. For example, the Fund may hold fixed-income securities that are convertible into
shares of common stock at a conversion price of $10 per share. If the market value of the shares of common stock reached
$12, the Fund could realize an additional $2 per share by converting its fixed-income securities.
Convertible securities have lower yields than comparable fixed-income securities. In addition, at the time a convertible
security is issued, the conversion price exceeds the market value of the underlying equity securities. Thus, convertible
securities may provide lower returns than non-convertible, fixed-income securities or equity securities depending upon
changes in the price of the underlying equity securities. However, convertible securities permit the Fund to realize some of
the potential appreciation of the underlying equity securities with less risk of losing its initial investment.
To the extent the Fund invests in convertible securities, it typically invests in securities that can be exchanged for
instruments that are publically traded or listed on a centralized market or stock exchange. The Fund may receive securities
not publically traded or listed on a centralized market or stock exchange in connection with bankruptcies, restructurings, or
other unusual circumstances.
The Fund treats convertible securities as fixed-income securities for purposes of its investment policies and limitations,
because of their unique characteristics.
Contingent Convertible Capital Instrument (A Type of Fixed-Income Security)
Contingent convertible capital instruments are fixed-income securities or preferred stocks that automatically convert
into equity securities of the issuer or undergo a principal write-down by a pre-determined percentage upon the occurrence
of certain events (a
“
Trigger Event
”
). For example, a Trigger Event may occur if the issuer’s bank regulatory capital ratio
falls below a predetermined level. If a Trigger Event occurs, the fund would be likely to lose some or all of its investment
in the Contingent convertible capital instrument. Contingent convertible capital instruments may expose the Fund to stock
market risk. The Fund treats contingent convertible capital instruments as fixed-income securities for purposes of its
investment policies and limitations, because they should perform like other fixed income securities unless a Trigger
Event occurs.
FOREIGN SECURITIES
Foreign securities are securities of issuers based outside the United States. To the extent a Fund invests in securities
included in its applicable broad-based securities market index, the Fund may consider an issuer to be based outside the
United States if the applicable index classifies the issuer as based outside the United States. Accordingly, the Fund may
consider an issuer to be based outside the United States if the issuer satisfies at least one, but not necessarily all, of
the following:
■
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.
While the Fund typically invests in U.S. dollar denominated foreign securities, and primarily hedges all currency risk
back to the U.S. dollar, the Fund may also invest in foreign securities that are denominated in foreign currencies Along
with the risks normally associated with domestic securities of the same type, foreign securities are subject to currency risks
and risks of foreign investing. Trading in certain foreign markets is also subject to liquidity risks.
Foreign Exchange Contracts
In order to convert U.S. dollars into the currency needed to buy a foreign security, or to convert foreign currency
received from the sale of a foreign security into U.S. dollars, or to decrease or eliminate the Fund’s exposure to foreign
currencies in which a portfolio security is denominated, the Fund may enter into spot currency trades. In a spot trade, the
Fund agrees to exchange one currency for another at the current exchange rate. The Fund may also enter into derivative
contracts in which a foreign currency is an underlying asset. The exchange rate for currency derivative contracts may be
higher or lower than the spot exchange rate. Use of these derivative contracts may increase or decrease the Fund’s
exposure to currency risks.
Derivative Contracts
Derivative contracts are financial instruments that require payments based upon changes in the values of designated
securities, commodities, currencies, indices, or other assets or instruments including other derivative contracts, (each a
“
Reference Instrument
”
and collectively,
“
Reference Instruments
”
). Each party to a derivative contract may sometimes be
referred to as a counterparty. Some derivative contracts require payments relating to an actual, future trade involving the
Reference Instrument. These types of derivatives are frequently referred to as
“
physically settled
”
derivatives. Other
derivative contracts require payments relating to the income or returns from, or changes in the market value of, a
Reference Instrument. These types of derivatives are known as
“
cash-settled
”
derivatives, since they require cash
payments in lieu of delivery of the Reference Instrument.
Many derivative contracts are traded on securities or commodities exchanges. In this case, the exchange sets all the
terms of the contract except for the price. Investors make payments due under their contracts through the exchange. Most
exchanges require investors to maintain margin accounts through their brokers to cover their potential obligations to the
exchange. Parties to the contract make (or collect) daily payments to the margin accounts to reflect losses (or gains) in the
value of their contracts. This protects investors against potential defaults by the other party to the contract. Trading
contracts on an exchange also allows investors to close out their contracts by entering into offsetting contracts.
The Fund may also trade derivative contracts over-the-counter (OTC) in transactions negotiated directly between the
Fund and a financial institution. OTC contracts do not necessarily have standard terms, so they may be less liquid and
more difficult to close out than exchange-traded contracts. In addition, OTC contracts with more specialized terms may be
more difficult to value than exchange-traded contracts, especially in times of financial stress.
The market for swaps and other OTC derivatives was largely unregulated prior to the enactment of federal legislation
known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
“
Dodd-Frank Act
”
). Regulations enacted
by the Commodity Futures Trading Commission (the CFTC) under the Dodd-Frank Act require the Fund to clear certain
swap contracts through a clearing house or central counterparty (a CCP).
To clear a swap through the CCP, the Fund will submit the contract to, and post margin with, a futures commission
merchant (FCM) that is a clearing house member. The Fund may enter into the swap with a financial institution other than
the FCM and arrange for the contract to be transferred to the FCM for clearing, or enter into the contract with the FCM
itself. If the Fund must centrally clear a transaction, the CFTC’s regulations also generally require that the swap be
executed on a registered exchange or through a market facility that is known as a swap execution facility or SEF. Central
clearing is presently required only for certain swaps; the CFTC is expected to impose a mandatory central clearing
requirement for additional derivative instruments over time.
The CCP, SEF and FCM are all subject to regulatory oversight by the CFTC. In addition, most derivative market
participants are now regulated as swap dealers or major swap participants and are subject to certain minimum capital and
margin requirements and business conduct standards. Similar regulatory requirements are expected to apply to derivative
contracts that are subject to the jurisdiction of the SEC, although the SEC has not yet finalized its regulations. In addition,
uncleared OTC swaps will be subject to regulatory collateral requirements that could adversely affect the Fund’s ability to
enter into swaps in the OTC market. These developments could cause the Fund to terminate new or existing swap
agreements or to realize amounts to be received under such instruments at an inopportune time.
Until the mandated rulemaking and regulations are implemented completely, it will not be possible to determine the
complete impact of the Dodd-Frank Act and related regulations on the Fund.
Depending on how the Fund uses derivative contracts and the relationships between the market value of a derivative
contract and the Reference Instrument, derivative contracts may increase or decrease the Fund’s exposure to the risks of
the Reference Instrument, and may also expose the Fund to liquidity and leverage risks. OTC contracts also expose the
Fund to credit risks in the event that a counterparty defaults on the contract, although this risk may be mitigated by
submitting the contract for clearing through a CCP.
Payment obligations arising in connection with derivative contracts are frequently required to be secured with margin
(which is commonly called
“
collateral
”
). To the extent necessary to meet such requirements, the Fund may purchase
U.S. Treasuryand/or government agency securities.
The Fund may invest in a derivative contract if it is permitted to own, invest in, or otherwise have economic exposure to
the Reference Instrument. The Fund is not required to own a Reference Instrument in order to buy or sell a derivative
contract relating to that Reference Instrument. The Fund may trade in the following specific types and/or combinations of
derivative contracts:
Futures Contracts (A Type of Derivative)
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a
Reference Instrument at a specified price, date and time. Entering into a contract to buy a Reference Instrument is
commonly referred to as buying a contract or holding a long position in the asset. Entering into a contract to sell a
Reference Instrument is commonly referred to as selling a contract or holding a short position in the Reference Instrument.
Futures contracts are considered to be commodity contracts. The Adviser has claimed an exclusion from the definition of
the term
“
commodity pool operator
”
under the Commodity Exchange Act with respect to the Fund and, therefore, is not
subject to registration or regulation with respect to the Fund. Futures contracts traded OTC are frequently referred to as
forward contracts. The Fund can buy or sell financial futures (such as interest rate futures, index futures and security
futures), as well as, currency futures and currency forward contracts.
Option Contracts (A Type of Derivative)
Option contracts (also called
“
options
”
) are rights to buy or sell a Reference Instrument for a specified price (the
“
exercise price
”
) during, or at the end of, a specified period. The seller (or
“
writer
”
) of the option receives a payment, or
premium, from the buyer, which the writer keeps regardless of whether the buyer uses (or exercises) the option. A call
option gives the holder (buyer) the right to buy the Reference Instrument from the seller (writer) of the option. A put
option gives the holder the right to sell the Reference Instrument to the writer of the option. Options may be bought or sold
on a wide variety of Reference Instruments. Options that are written on futures contracts will be subject to margin
requirements similar to those applied to futures contracts.
Swap Contracts (A Type of Derivative)
A swap contract (also known as a
“
swap
”
) is a type of derivative contract in which two parties agree to pay each other
(swap) the returns derived from Reference Instruments. Swaps do not always involve the delivery of the Reference
Instruments by either party, and the parties might not own the Reference Instruments underlying the swap. The payments
are usually made on a net basis so that, on any given day, the Fund would receive (or pay) only the amount by which its
payment under the contract is less than (or exceeds) the amount of the other party’s payment. Swap agreements are
sophisticated instruments that can take many different forms and are known by a variety of names. Common types of
swaps in which the Fund may invest include interest rate swaps, caps and floors, total return swaps, credit default swaps
and currency swaps.
OTHER INVESTMENTS, TRANSACTIONS, TECHNIQUES
Hedging
Hedging transactions are intended to reduce specific risks. For example, to protect the Fund against circumstances that
would normally cause the Fund’s portfolio securities to decline in value, the Fund may buy or sell a derivative contract
that would normally increase in value under the same circumstances. The Fund may also attempt to hedge by using
combinations of different derivative contracts, or derivative contracts and securities. The Fund’s ability to hedge may be
limited by the costs of the derivative contracts. The Fund may attempt to lower the cost of hedging by entering into
transactions that provide only limited protection, including transactions that: (1) hedge only a portion of its portfolio;
(2) use derivative contracts that cover a narrow range of circumstances or; (3) involve the sale of derivative contracts with
different terms. Consequently, hedging transactions will not eliminate risk even if they work as intended. In addition,
hedging strategies are not always successful, and could result in increased expenses and losses to the Fund.
Hybrid Instruments
Hybrid instruments combine elements of two different kinds of securities or financial instruments (such as a derivative
contract). Frequently, the value of a hybrid instrument is determined by reference to changes in the value of a Reference
Instrument (that is a designated security, commodity, currency, index or other asset or instrument including a derivative
contract). The Fund may use hybrid instruments only in connection with permissible investment activities. Hybrid
instruments can take on many forms including, but not limited to, the following forms. First, a common form of a hybrid
instrument combines elements of a derivative contract with those of another security (typically a fixed-income security). In
this case all or a portion of the interest or principal payable on a hybrid security is determined by reference to changes in
the price of a Reference Instrument. Second, hybrid instruments may include convertible securities with conversion terms
related to a Reference Instrument.
Depending on the type and terms of the hybrid instrument, its risks may reflect a combination of the risks of investing in
the Reference Instrument with the risks of investing in other securities, currencies and derivative contracts. Thus, an
investment in a hybrid instrument may entail significant risks in addition to those associated with traditional securities or
the Reference Instrument. Hybrid instruments are also potentially more volatile than traditional securities or the Reference
Instrument. Moreover, depending on the structure of the particular hybrid, it may expose the Fund to leverage risks or
carry liquidity risks.
Asset Segregation
In order to secure its obligations in connection with derivative contracts or special transactions, the Fund will either own
the underlying assets, enter into offsetting transactions or set aside cash or readily marketable securities in each case, as
provided by the SEC or SEC staff guidance. This requirement may cause the Fund to miss favorable trading opportunities,
due to a lack of sufficient cash or readily marketable securities. This requirement may also cause the Fund to realize losses
on offsetting or terminated derivative contracts or special transactions.
Investing in Securities of Other Investment Companies
The Fund may invest its assets in securities of other investment companies, including the securities of affiliated money
market funds, as an efficient means of implementing its investment strategies and/or managing its uninvested cash. The
Fund may also invest in high yield and loan instruments primarily by investing in another investment company (which is
not available for general investment by the public) that owns those securities and that is advised by an affiliate of the
Adviser. The Fund may also invest in such securities directly. These other investment companies are managed
independently of the Fund and incur additional fees and/or expenses which would, therefore, be borne indirectly by the
Fund in connection with any such investment. However, the Adviser believes that the benefits and efficiencies of this
approach should outweigh the potential additional fees and/or expenses.
Investment Ratings for Investment-Grade Securities
The Adviser will determine whether a security is investment grade based upon the credit ratings given by one or more
NRSROs. For example, Standard & Poor’s, an NRSRO, assigns ratings to investment-grade securities (AAA, AA, A and
BBB including modifiers, sub-categories and gradations) based on their assessment of the likelihood of the issuer’s
inability to pay interest or principal (default) when due on each security. Lower credit ratings correspond to higher credit
risk. If a security has not received a rating, the Fund must rely entirely upon the Adviser’s credit assessment that the
security is comparable to investment grade. The presence of a ratings modifier, sub-category, or gradation (for example, a
(+) or (-)) is intended to show relative standing within the major rating categories and does not affect the security credit
rating for purposes of the Fund’s investment parameters. If a security is downgraded below the minimum quality grade
discussed above, the Adviser will reevaluate the security, but will not be required to sell it.
Investment Ratings for Noninvestment-Grade Securities
Noninvestment-grade securities are rated below BBB- by an NRSRO. These bonds have greater economic, credit and
liquidity risks than investment-grade securities.
What are the Specific Risks of Investing in the Fund?
The following provides general information on the risks associated with the Fund’s principal investments. Any
additional risks associated with the Fund’s non-principal investments are described in the Fund’s SAI. The Fund’s SAI
also may provide additional information about the risks associated with the Fund’s principal investments.
Risk Associated with Noninvestment-Grade Securities
Securities rated below investment grade, also known as junk bonds, generally entail greater economic, credit and
liquidity risks than investment-grade securities. For example, their prices are more volatile, economic downturns and
financial setbacks may affect their prices more negatively, and their trading market may be more limited. These securities
are considered speculative with respect to the issuer’s ability to pay interest and repay principal.
ISSUER Credit Risk
It is possible that interest or principal on securities will not be paid when due. Noninvestment-grade securities generally
have a higher default risk than investment-grade securities. Such non-payment or default may reduce the value of the
Fund’s portfolio holdings, its share price and its performance.
Many fixed-income securities receive credit ratings from nationally recognized statistical rating organizations
(NRSROs) such as Fitch Rating Service, Moody’s Investor Services, Inc. and Standard & Poor’s that assign ratings to
securities by assessing the likelihood of an issuer and/or guarantor default. Higher credit ratings correspond to lower
perceived credit risk and lower credit ratings correspond to higher perceived credit risk. Credit ratings may be upgraded or
downgraded from time to time as an NRSRO’s assessment of the financial condition of a party obligated to make
payments with respect to such securities and credit risk changes. The impact of any credit rating downgrade can be
uncertain. Credit rating downgrades may lead to increased interest rates and volatility in financial markets, which in turn
could negatively affect the value of the Fund’s portfolio holdings, its share price and its investment performance. Credit
ratings are not a guarantee of quality. Credit ratings may lag behind the current financial conditions of the issuer and/or
guarantor and do not provide assurance against default or other loss of money. Credit ratings do not protect against a
decline in the value of a security. If a security has not received a rating, the Fund must rely entirely upon the Adviser’s
credit assessment.
Fixed-income securities generally compensate for greater credit risk by paying interest at a higher rate. The difference
between the yield of a security and the yield of a U.S. Treasury security or other appropriate benchmark with a comparable
maturity (the
“
spread
”
) measures the additional interest paid for risk. Spreads may increase generally in response to
adverse economic or market conditions. A security’s spread may also increase if the security’s rating is lowered, or the
security is perceived to have an increased credit risk. An increase in the spread will cause the price of the security to
decline if interest rates remain unchanged.
Risks of Investing for UN Sustainable Development Goals
The Fund’s strategy is to target companies the Adviser believes will contribute positive societal impact aligned to the
UN Sustainable Development Goals. The Fund may underperform funds that do not have such a strategy. This strategy
may result in the Fund’s forgoing opportunities to buy certain securities when it might otherwise be advantageous to do so.
The Adviser’s assessment of a company’s alignment to the UN Sustainable Development Goals may change over time,
which could cause the Fund to temporarily hold securities that do not align as closely with the UN Sustainable
Development Goals as initially determined by the Adviser, or may cause the Fund to sell securities when it might be
otherwise disadvantageous for it to do so. In evaluating a company, the Adviser is dependent upon information and data
that may be incomplete, inaccurate or unavailable, which could cause the Adviser to incorrectly assess a company’s
alignment to the UN Sustainable Development Goals. The Adviser’s assessment of a company’s alignment to the UN
Sustainable Development Goals depends upon an analysis of a number of factors and may be evaluated differently by
different managers.
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.
RISK RELATED TO THE ECONOMY
The value of the Fund’s portfolio may decline in tandem with a drop in the overall value of the markets in which the
Fund invests and/or other markets based on negative developments in the U.S. and global economies. Economic, political
and financial conditions, or industry or economic trends and developments, may, from time to time, and for varying
periods of time, cause volatility, illiquidity or other potentially adverse effects in the financial markets, including the
fixed-income market. The commencement, continuation or ending of government policies and economic stimulus
programs, changes in monetary policy, increases or decreases in interest rates, or other factors or events that affect the
financial markets, including the fixed-income markets, may contribute to the development of or increase in volatility,
illiquidity, shareholder redemptions and other adverse effects, which could negatively impact the Fund’s performance. For
example, the value of certain portfolio securities may rise or fall in response to changes in interest rates, which could result
from a change in government policies, and has the potential to cause investors to move out of certain portfolio securities,
including fixed-income securities, on a large scale. This may increase redemptions from funds that hold large amounts of
certain securities and may result in decreased liquidity and increased volatility in the financial markets. Market factors,
such as the demand for particular portfolio securities, may cause the price of certain portfolio securities to fall while the
prices of other securities rise or remain unchanged. Among other investments, lower-grade bonds and loans may be
particularly sensitive to changes in the economy.
Epidemic and Pandemic Risk
An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in late 2019 and
subsequently spread globally (
“
COVID-19
”
). This coronavirus has resulted in closing borders, enhanced health
screenings, healthcare service preparation and delivery, quarantines, cancellations, and disruptions to supply chains,
workflow operations and consumer activity, as well as general concern and uncertainty. The impact of this
coronavirus may be short-term or may last for an extended period of time and has resulted in a substantial economic
downturn. Health crises caused by outbreaks, such as the coronavirus outbreak, may exacerbate other pre-existing
political, social and economic risks. The impact of this outbreak, and other epidemics and pandemics that may arise in
the future, could continue to negatively affect the worldwide economy, as well as the economies of individual
countries, individual companies, including certain Fund service providers and issuers of the Fund’s investments, and
the markets in general in significant and unforeseen ways. Any such impact could adversely affect the
Fund’s performance.
The United States has responded to the COVID-19 pandemic and resulting economic distress with fiscal and
monetary stimulus packages. In late March 2020, the government passed the Coronavirus Aid, Relief, and Economic
Security Act (the
“
CARES Act
”
), a stimulus package providing for over $2.2 trillion in resources to small businesses,
state and local governments, and individuals that have been adversely impacted by the COVID-19 pandemic. In
addition, in mid-March 2020 theU.S. Federal Reserve (
“
Fed
”
) cut interest rates to historically low levels and has
announced a new round of quantitative easing, including purchases of corporate and municipal government bonds.
The Fed also enacted various programs to support liquidity operations and funding in the financial markets, including
expanding its reverse repurchase agreement operations, adding $1.5 trillion of liquidity to the banking system;
establishing swap lines with other major central banks to provide dollar funding; establishing a program to support
money market funds; easing various bank capital buffers; providing funding backstops for businesses to provide
bridging loans for up to four years; and providing funding to help credit flow in asset-backed securities markets. The
Fed also plans to extend credit to small- and medium-sized businesses.
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. These features may make it more difficult to
sell or buy a security at a favorable price or time. Consequently, the Fund may have to accept a lower price to sell a
security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect
on the Fund’s performance. Infrequent trading of securities may also lead to an increase in their price volatility.
Liquidity risk also refers to the possibility that the Fund may not be able to sell a security or close out a derivative
contract when it wants to. If this happens, the Fund will be required to continue to hold the security or keep the position
open, and the Fund could incur losses.
OTC derivative contracts generally carry greater liquidity risk than exchange-traded contracts. This risk may be
increased in times of financial stress, if the trading market for OTC derivative contracts becomes restricted.
LeverageD COMpany Risk
Securities issued by leveraged companies, including securities of companies that issue below investment grade debt or
“
junk bonds
”
may be more volatile than securities of companies that issue investment grade debt. In addition, securities of
leveraged companies tend to be more sensitive to adverse issuer, political, market or economic developments than the
market as a whole and the securities of other types of companies. A decrease in the credit quality of a leveraged company
is likely to lead to a decrease in the value of the company’s securities. Leveraged companies can have limited access to
additional capital, which can limit their ability to capitalize on attractive business opportunities and make it more difficult
for them to weather challenging business environments. Companies with lower-quality debt or highly leveraged capital
structures may undergo difficult business circumstances. These companies may face a greater risk of liquidation,
reorganization or bankruptcy than companies without lower-quality debt or with lower levels of leverage. In the event of
liquidation, reorganization or bankruptcy, a company’s creditors generally take precedence over the company’s
stockholders, which makes recovery of those stockholders’ investment relatively less likely.
Interest Rate Risk
Prices of fixed-income securities rise and fall in response to changes in interest rates. Generally, when interest rates rise,
prices of fixed-income securities fall. However, market factors, such as the demand for particular fixed-income securities,
may cause the price of certain fixed-income securities to fall while the prices of other securities rise or remain unchanged.
The longer the duration of a fixed-income security, the more susceptible it is to interest rate risk. The duration of a
fixed-income security may be equal to or shorter than the stated maturity of a fixed-income security. Recent and potential
futures changes in monetary policy made by central banks and/or their governments are likely to affect the level of interest
rates. Duration measures the price sensitivity of a fixed-income security given a change in interest rates. For example, if a
fixed-income security has an effective duration of three years, a 1% increase in general interest rates would be expected to
cause the security’s value to decline about 3% while a 1% decrease in general interest rates would be expected to cause the
security’s value to increase about 3%.
Risk of Foreign Investing
Foreign securities pose additional risks because foreign economic or political conditions may be less favorable than
those of the United States. Securities in foreign markets may also be subject to taxation policies that reduce returns for
U.S. investors.
Foreign companies may not provide information (including financial statements) as frequently or to as great an extent as
companies in the United States. Foreign companies may also receive less coverage than U.S. companies by market
analysts and the financial press. In addition, foreign countries may lack uniform accounting, auditing and financial
reporting standards or regulatory requirements comparable to those applicable to U.S. companies. These factors may
prevent the Fund and its Adviser from obtaining information concerning foreign companies that is as frequent, extensive
and reliable as the information available concerning companies in the United States.
Foreign countries may have restrictions on foreign ownership of securities or may impose exchange controls, capital
flow restrictions or repatriation restrictions which could adversely affect the liquidity of the Fund’s investments.
Since many loan instruments involve parties (for example, lenders, borrowers and agent banks) located in multiple
jurisdictions outside of the United States, there is a risk that a security interest in any related collateral may be
unenforceable and obligations under the related loan agreements may not be binding.
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 holding of such
currencies or holding of non-U.S. dollar denominated securities. The combination of currency risk and market risks tends
to make securities traded in foreign markets more volatile than securities traded exclusively in the United States.
Currency risk includes both the risk that currencies in which the Fund’s investments are traded, or currencies in which
the Fund has taken an active investment position, will decline in value relative to the U.S. dollar and, in the case of
hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged.
The Adviser attempts to manage currency risk by limiting the amount the Fund invests in securities denominated in a
particular currency. However, diversification will not protect the Fund against a general increase in the value of the
U.S. dollar relative to other currencies.
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. If the euro is dissolved entirely, the legal and contractual
consequences for holders of euro-denominated obligations and derivative contracts would be determined by laws in effect
at such time. Such investments may continue to be held, or purchased, to the extent consistent with the Fund’s investment
objective(s) and permitted under applicable law. These potential developments, or market perceptions concerning these
and related issues, could adversely affect the value of the Shares.
Certain countries in the EU have had to accept assistance from supra-governmental agencies such as the International
Monetary Fund, the European Stability Mechanism (the ESM) or other supra-governmental agencies. The European
Central Bank has also been intervening to purchase Eurozone debt in an attempt to stabilize markets and reduce borrowing
costs. There can be no assurance that these agencies will continue to intervene or provide further assistance and markets
may react adversely to any expected reduction in the financial support provided by these agencies. Responses to the
financial problems by European governments, central banks and others including austerity measures and reforms, may not
work, may result in social unrest and may limit future growth and economic recovery or have other
unintended consequences.
In addition, one or more countries may withdraw from the EU, and one or more countries within the Eurozone may
abandon the euro. The impact of these actions, especially if they occur in a disorderly fashion, could be significant and
far-reaching. On January 31, 2020, the United Kingdom (UK) left the EU, commonly referred to as
“
Brexit,
”
and there
commenced a transition period during which the EU and UK will negotiate and agree on the nature of their future
relationship. There is significant market uncertainty regarding Brexit’s ramifications, and the range and potential
implications of possible political, regulatory, economic and market outcomes are difficult to predict. This long-term
uncertainty may affect other countries in the EU and elsewhere and may cause volatility within the EU, triggering
prolonged economic downturns in certain countries within the EU. In addition, Brexit may create additional and
substantial economic stresses for the UK, including a contraction of the UK economy and price volatility in UK stocks,
decreased trade, capital outflows, devaluation of the British pound, wider corporate bond spreads due to uncertainty and
declines in business and consumer spending as well as foreign direct investment. Brexit may also adversely affect
UK-based financial firms, including certain subadvisers to the Federated Hermes Funds, that have counterparties in the EU
or participate in market infrastructure (trading venues, clearing houses, settlement facilities) based in the EU. These events
and the resulting market volatility may have an adverse effect on the performance of the Fund.
Leverage Risk
Leverage risk is created when an investment, which includes, for example, an investment in a derivative contract,
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. Investments can have these same results if their returns are based on a
multiple of a specified index, security or other benchmark.
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 of Investing in Emerging Market Countries
Securities issued or traded in emerging markets generally entail greater risks than securities issued or traded in
developed countries. For example, their prices may be significantly more volatile than prices in developed countries.
Emerging market economies may also experience more severe down-turns (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.
Risk of Investing in Derivative Contracts and Hybrid Instruments
The Fund’s exposure to derivative contracts and hybrid instruments (either directly or through its investment in another
investment company) involves risks different from, or possibly greater than, the risks associated with investing directly in
securities and other traditional investments. First, changes in the value of the derivative contracts and hybrid instruments
in which the Fund invests may not be correlated with changes in the value of the underlying Reference Instruments or, if
they are correlated, may move in the opposite direction than originally anticipated. Second, while some strategies
involving derivatives may reduce the risk of loss, they may also reduce potential gains or, in some cases, result in losses
by offsetting favorable price movements in portfolio holdings. Third, there is a risk that derivative contracts and hybrid
instruments may be erroneously priced or improperly valued and, as a result, the Fund may need to make increased cash
payments to the counterparty. Fourth, exposure to derivative contracts and hybrid instruments may have tax consequences
to the Fund and its shareholders. For example, derivative contracts and hybrid instruments may cause the Fund to realize
increased ordinary income or short-term capital gains (which are treated as ordinary income for Federal income tax
purposes) and, as a result, may increase taxable distributions to shareholders. In addition, under certain circumstances
certain derivative contracts and hybrid instruments may cause the Fund to: (a) incur an excise tax on a portion of the
income related to those contracts and instruments; and/or (b) reclassify, as a return of capital, some or all of the
distributions previously made to shareholders during the fiscal year as dividend income. Fifth, a common provision in
OTC derivative contracts permits the counterparty to terminate any such contract between it and the Fund, if the value of
the Fund’s total net assets declines below a specified level over a given time period. Factors that may contribute to such a
decline (which usually must be substantial) include significant shareholder redemptions and/or a marked decrease in the
market value of the Fund’s investments. Any such termination of the Fund’s OTC derivative contracts may adversely
affect the Fund (for example, by increasing losses and/or costs, and/or preventing the Fund from fully implementing its
investment strategies). Sixth, the Fund may use a derivative contract to benefit from a decline in the value of a Reference
Instrument. If the value of the Reference Instrument declines during the term of the contract, the Fund makes a profit on
the difference (less any payments the Fund is required to pay under the terms of the contract). Any such strategy involves
risk. There is no assurance that the Reference Instrument will decline in value during the term of the contract and make a
profit for the Fund. The Reference Instrument may instead appreciate in value creating a loss for the Fund. Seventh, a
default or failure by a CCP or an FCM (also sometimes called a
“
futures broker
”
), or the failure of a contract to be
transferred from an Executing Dealer to the FCM for clearing, may expose the Fund to losses, increase its costs, or prevent
the Fund from entering or exiting derivative positions, accessing margin, or fully implementing its investment strategies.
The central clearing of a derivative and trading of a contract over a SEF could reduce the liquidity in, or increase costs of
entering into or holding, any contracts. Finally, derivative contracts and hybrid instruments may also involve other risks
described in this Prospectus, such as interest rate, credit, currency, liquidity and leverage risks.
technology Risk
The Adviser uses various technologies in managing the Fund, consistent with its investment objective(s) and strategy
described in this Prospectus. For example, proprietary and third-party data and systems are utilized to support decision-making
for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar
circumstances may impair the performance of these systems, which may negatively affect Fund performance.
What Do Shares Cost?
CALCULATION OF NET ASSET VALUE
When the Fund receives your transaction request in proper form (as described in this Prospectus under the sections
entitled
“
How to Purchase Shares
”
and
“
How to Redeem and Exchange Shares
”
), it is processed at the next calculated net
asset value of a Share (NAV) plus any applicable front-end sales charge (
“
public offering price
”
). A Share’s NAV is
determined as of the end of regular trading on the New York Stock Exchange (NYSE) (normally 4:00 p.m. Eastern time),
each day the NYSE is open. The Fund calculates the NAV of each class by valuing the assets allocated to the Share’s
class, subtracting the liabilities allocated to each class and dividing the balance by the number of Shares of the class
outstanding. The NAV for each class of Shares may differ due to the level of expenses allocated to each class as well as a
result of the variance between the amount of accrued investment income and capital gains or losses allocated to each class
and the amount actually distributed to shareholders of each class. The Fund’s current NAV and/or public offering price
may be found at
FederatedInvestors.com
, via online news sources and in certain newspapers.
You can purchase, redeem or exchange Shares any day the NYSE is open.
When the Fund holds securities that trade principally in foreign markets on days the NYSE is closed, the value of the
Fund’s assets may change on days you cannot purchase or redeem Shares. This may also occur when the U.S. markets for
fixed-income securities are open on a day the NYSE is closed.
In calculating its NAV, the Fund generally values investments as follows:
■
Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale
price or official closing price in their principal exchange or market.
■
Fixed-income securities are fair valued using price evaluations provided by a pricing service approved by the Board of
Trustees (
“
Board
”
).
■
Derivative contracts listed on exchanges are valued at their reported settlement or closing price, except that options are
valued at the mean of closing bid and asked quotations.
■
Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service
approved by the Board.
If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, if
the Fund cannot obtain price evaluations from a pricing service or from more than one dealer for an investment within a
reasonable period of time as set forth in the Fund’s valuation policies and procedures, or if information furnished by a
pricing service, in the opinion of the Valuation Committee, is deemed not representative of the fair value of such security,
the Fund uses the fair value of the investment determined in accordance with the procedures generally described below.
There can be no assurance that the Fund could obtain the fair value assigned to an investment if it sold the investment at
approximately the time at which the Fund determines its NAV per share.
Shares of other mutual funds are valued based upon their reported NAVs. The prospectuses for these mutual funds
explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.
Fair Valuation and Significant Events Procedures
The Board has ultimate responsibility for determining the fair value of investments for which market quotations are not
readily available. The Board has appointed a Valuation Committee comprised of officers of the Fund, the Adviser and
certain of the Adviser’s affiliated companies to assist in determining fair value and in overseeing the calculation of the
NAV. The Board has also authorized the use of pricing services recommended by the Valuation Committee to provide fair
value evaluations of the current value of certain investments for purposes of calculating the NAV. In the event that market
quotations and price evaluations are not available for an investment, the Valuation Committee determines the fair value of
the investment in accordance with procedures adopted by the Board. The Board periodically reviews and approves the fair
valuations made by the Valuation Committee and any changes made to the procedures. The Fund’s SAI discusses the
methods used by pricing services and the Valuation Committee to assist the Board in valuing investments.
Using fair value to price investments may result in a value that is different from an investment’s most recent closing
price and from the prices used by other mutual funds to calculate their NAVs. The application of the fair value procedures
to an investment represent a good faith determination of such investment’s fair value. There can be no assurance that the
Fund could obtain the fair value assigned to an investment if it sold the investment at approximately the time at which the
Fund determines its NAV per share, and the actual value could be materially different.
The Board also has adopted procedures requiring an investment to be priced at its fair value whenever the Adviser
determines that a significant event affecting the value of the investment has occurred between the time as of which the
price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is
considered significant if there is both an affirmative expectation that the investment’s value will change in response to the
event and a reasonable basis for quantifying the resulting change in value.
Examples of significant events that may occur after the close of the principal market on which a security is traded, or
after the time of a price evaluation provided by a pricing service or a dealer, include:
■
With respect to securities traded principally in foreign markets, significant trends in U.S. equity markets or in the
trading of foreign securities index futures contracts;
■
Political or other developments affecting the economy or markets in which an issuer conducts its operations or its
securities are traded; and
■
Announcements concerning matters such as acquisitions, recapitalizations or litigation developments or a natural
disaster affecting the issuer’s operations or regulatory changes or market developments affecting the issuer’s industry.
The Board has adopted procedures whereby the Valuation Committee uses a pricing service to provide factors to update
the fair value of equity securities traded principally in foreign markets from the time of the close of their respective foreign
stock exchanges to the pricing time of the Fund. For other significant events, the Fund may seek to obtain more current
quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the
Valuation Committee will determine the fair value of the investment using another method approved by the Board. The
Board has ultimate responsibility for any fair valuations made in response to a significant event.
The fair valuation of securities following a significant event can serve to reduce arbitrage opportunities for short-term
traders to profit at the expense of long-term investors in the Fund. For example, such arbitrage opportunities may exist
when the market on which portfolio securities are traded closes before the Fund calculates its NAV, which is typically the
case with Asian and European markets. However, there is no assurance that these significant event procedures will prevent
dilution of the NAV by short-term traders. See
“
Account and Share Information
–
Frequent Trading Policies
”
for other
procedures the Fund employs to deter such short-term trading.
COMMISSIONS ON CERTAIN SHARES
The Fund does not charge any front-end load, deferred sales charge or other asset-based fee for sales or distribution of
IS Shares. However, if you purchase IS Shares through a broker acting solely as an agent on behalf of its customers, you
may be required to pay a commission to the broker in an amount determined and separately disclosed to you by the broker.
Because the Fund is not a party to any such commission arrangement between you and your broker, any purchases and
redemptions of IS Shares will be made at the applicable net asset value (before imposition of the sales commission). Any
such commissions charged by a broker are not reflected in the fees and expenses listed in the
“
Risk/Return Summary: Fees
and Expenses
”
section of the Fund’s Prospectus and described above nor are they reflected in the
“
Performance: Bar Chart
and Table,
”
because they are not charged by the Fund.
Shares of the Fund are available in other share classes that have different fees and expenses.
How is the Fund Sold?
The Fund has established the following Share classes: Class A Shares (A), Class C Shares (C), Institutional Shares (IS)
and Class R6 Shares (R6), each representing interests in a single portfolio of securities. This prospectus relates to the
IS class. All Share classes have different sales charges and/or other expenses which affect their performance. Please note
that certain purchase restrictions may apply. Contact your financial intermediary or call 1-800-341-7400 for more
information concerning the other classes.
Under the Distributor’s Contract with the Fund, the Distributor, Federated Securities Corp., offers Shares on a
continuous, best-efforts basis. The Distributor is a subsidiary of Federated Hermes Inc., (
“
Federated Hermes,
”
formerly
Federated Investors, Inc.).
IS Class
The Fund’s Distributor markets the IS class to Eligible Investors, as described below. In connection with a request to
purchase the IS class, you should provide documentation sufficient to verify your status as an Eligible Investor. As a
general matter, the IS class is not available for direct investment by natural persons.
The following categories of Eligible Investors are not subject to any minimum initial investment amount for the
purchase of the IS class (however, such accounts remain subject to the Fund’s policy on
“
Accounts with Low Balances
”
as
discussed later in this Prospectus):
■
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.
The following categories of Eligible Investors are subject to applicable minimum initial investment amounts for the
purchase of the IS class (see
“
How to Purchase Shares
”
below):
■
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.
Intra-Fund Share Conversion Program
A shareholder in the Fund’s Shares may convert their Shares at net asset value to any other share class of the Fund if the
shareholder meets the investment minimum and eligibility requirements for the share class into which the conversion is
sought, as applicable. The share conversion program is not applicable to the Fund’s Class A Shares and Class C Shares
subject to a contingent deferred sales charge, if applicable. For Class C Shares purchased through a financial intermediary
after June 30, 2017, such shares may only be converted to another share class of the same Fund if: (i) the shares are no
longer subject to a CDSC or the financial intermediary agrees to reimburse the Fund’s distributor the CDSC otherwise
payable upon the sale of such shares; (ii) the shareholder meets the investment minimum and eligibility requirements for
the share class into which the conversion is sought, as applicable; and (iii) (a) the conversion is made to facilitate the
shareholder’s participation in a self-directed brokerage (non-advice) account or a fee-based advisory program offered by
the intermediary; or (b) the conversion is part of a multiple-client transaction through a particular financial intermediary as
pre-approved by the Fund’s Administrator. Such conversion of classes should not result in a realization event for tax
purposes. Contact your financial intermediary or call 1-800-341-7400 to convert your Shares.
As of the date of this Prospectus, Class A Shares, Class C Shares and Class R6 Shares of the Fund are not
being offered.
Payments to Financial Intermediaries
The Fund and its affiliated service providers may pay fees as described below to financial intermediaries (such as
broker-dealers, banks, investment advisers or third-party administrators) whose customers are shareholders of the Fund.
service fees
The Fund may pay Service Fees of up to 0.25% of average net assets to financial intermediaries or to Federated
Shareholder Services Company (FSSC), a subsidiary of Federated Hermes, for providing services to shareholders and
maintaining shareholder accounts. Intermediaries that receive Service Fees may include a company affiliated with
management of Federated Hermes. If a financial intermediary receives Service Fees on an account, it is not eligible to also
receive Account Administration Fees on that same account.
The Fund has no present intention of paying, accruing or incurring any such Service Fees on the IS class until such time
as approved by the Fund’s Board of Trustees.
ACCOUNT ADMINISTRATION FEES
The Fund may pay Account Administration Fees of up to 0.25% of average net assets to banks that are not registered as
broker-dealers or investment advisers for providing administrative services to the Fund and its shareholders. If a financial
intermediary receives Account Administration Fees on an account, it is not eligible to also receive Service Fees or
Recordkeeping Fees on that same account.
The Fund has no present intention of paying, accruing or incurring any such Account Administration Fees on the
IS class until such time as approved by the Fund’s Board of Trustees.
RECORDKEEPING FEES
The Fund may pay Recordkeeping Fees on an average-net-assets basis or on a per-account-per-year basis to financial
intermediaries for providing recordkeeping services to the Fund and its shareholders. If a financial intermediary receives
Recordkeeping Fees on an account, it is not eligible to also receive Account Administration Fees or Networking Fees on
that same account.
networking fees
The Fund may reimburse Networking Fees on a per-account-per-year basis to financial intermediaries for providing
administrative services to the Fund and its shareholders on certain non-omnibus accounts. If a financial intermediary
receives Networking Fees on an account, it is not eligible to also receive Recordkeeping Fees on that same account.
ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES
The Distributor may pay out of its own resources amounts to certain financial intermediaries, including broker-dealers,
banks, registered investment advisers, independent financial planners and retirement plan administrators, that support the
sale of Shares or provide services to Fund shareholders. The amounts of these payments could be significant, and may
create an incentive for the financial intermediary or its employees or associated persons to recommend or sell Shares of the
Fund to you. Not all financial intermediaries receive such payments, and the amount of compensation may vary by
intermediary. In some cases, such payments may be made by or funded from the resources of companies affiliated with the
Distributor (including the Adviser). These payments are not reflected in the fees and expenses listed in the fee table
section of the Fund’s Prospectus and described above because they are not paid by the Fund.
These payments are negotiated and may be based on such factors as: the number or value of Shares that the financial
intermediary sells or may sell; the value of client assets invested; the level and types of services or support furnished by
the financial intermediary; or the Fund’s and/or other Federated Hermes funds’ relationship with the financial
intermediary. These payments may be in addition to payments, as described above, made by the Fund to the financial
intermediary. In connection with these payments, the financial intermediary may elevate the prominence or profile of the
Fund and/or other Federated Hermes funds, within the financial intermediary’s organization by, for example, placement on
a list of preferred or recommended funds and/or granting the Distributor preferential or enhanced opportunities to promote
the funds in various ways within the financial intermediary’s organization. In addition, as discussed above in
“
Commissions on Certain Shares,
”
if you purchase IS Shares through a broker acting solely as an agent on behalf of its
customers, you may be required to pay a commission to the broker in an amount determined and separately disclosed to
you by the broker. You can ask your financial intermediary for information about any payments it receives from the
Distributor or the Fund and any services provided, as well as about fees and/or commissions it charges.
How to Purchase Shares
You may purchase Shares of the Fund any day the NYSE is open. Shares will be purchased at the NAV next calculated
after your investment is received by the Fund, or its agent, in proper form. The Fund reserves the right to reject any request
to purchase or exchange Shares. New investors must submit a completed New Account Form. All accounts, including
those for which there is no minimum initial investment amount required, are subject to the Fund’s policy on
“
Accounts
with Low Balances
”
as discussed later in this Prospectus.
Where the Fund offers more than one Share class and you do not specify the class choice on your New Account Form or
form of payment (e.g
.,
Federal Reserve wire or check), you automatically will receive the A class.
For important account information, see the section
“
Security and Privacy Protection.
”
Eligible investors may purchase Shares through a financial intermediary, directly from the Fund or through an exchange
from another Federated Hermes fund in the manner described above under
“
How is the Fund Sold?
”
Where applicable, the required minimum initial investment for IS class is generally $1,000,000. There is no minimum
subsequent investment amount.
THROUGH A FINANCIAL INTERMEDIARY
Establish an account with the financial intermediary; and submit your purchase order to the financial intermediary
before the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time). The Fund has authorized certain
intermediaries to accept Share purchase orders on its behalf. When authorized intermediaries receive an order in proper
form, the order is considered as being placed with the Fund and Shares will be bought at the NAV next calculated after
such an order is received by the authorized intermediary. If your financial intermediary is not an authorized intermediary,
the Fund or its agent must receive the purchase order in proper form from your financial intermediary by the end of regular
trading on the NYSE (normally 4:00 p.m. Eastern time) in order for your transaction to be priced at that day’s NAV. In
addition, your financial intermediary must forward your payment by the prescribed trade settlement date (typically within
one to three business days) to the Fund’s transfer agent, State Street Bank and Trust Company (
“
Transfer Agent
”
). You
will become the owner of Shares and receive dividends when your payment is received in accordance with these time
frames (provided that, if payment is received in the form of a check, the check clears). If your payment is not received in
accordance with these time frames, or a check does not clear, your purchase will be canceled and you could be liable for
any losses, fees or expenses incurred by the Fund or the Fund’s Transfer Agent.
Financial intermediaries should send payments according to the instructions in the sections
“
By Wire
”
or
“
By Check.
”
Financial intermediaries may impose higher or lower minimum investment requirements on their customers than those
imposed by the Fund. Keep in mind that financial intermediaries may charge you fees for their services in connection with
your Share transactions.
Shareholders are encouraged to ask their financial intermediary if they are an authorized agent for the Fund and about
any fees that may be charged by the financial intermediary.
DIRECTLY FROM THE FUND
■
Establish your account with the Fund by submitting a completed New Account Form; and
■
Send your payment to the Fund by Federal Reserve wire or check.
You will become the owner of Shares and your Shares will be priced at the next calculated NAV after the Fund receives
your wire or your check. If your check does not clear, your purchase will be canceled and you could be liable for any
losses or fees incurred by the Fund or the Fund’s Transfer Agent.
By Wire
To facilitate processing your order, please call the Fund before sending the wire. Send your wire to:
State Street Bank and Trust Company
Boston, MA
Dollar Amount of Wire
ABA Number 011000028
BNF: 23026552
Attention: Federated Hermes EDGEWIRE
Wire Order Number, Dealer Number or Group Number
Nominee/Institution Name
Fund Name and Number and Account Number
You cannot purchase Shares by wire on holidays when wire transfers are restricted.
By Check
Make your check payable to
The Federated Hermes Funds
, note your account number on the check, and send it to:
The Federated Hermes Funds
P.O. Box 219318
Kansas City, MO 64121-9318
If you send your check by a
private courier or overnight delivery service
that requires a street address, send it to:
The Federated Hermes Funds
430 W 7
th
Street
Suite 219318
Kansas City, MO 64105-1407
Payment should be made in U.S. dollars and drawn on a U.S. bank. The Fund reserves the right to reject
any
purchase
request. For example, to protect against check fraud the Fund may reject any purchase request involving a check that is not
made payable to
The Federated Hermes Funds
(including, but not limited to, requests to purchase Shares using
third-party checks) or involving temporary checks or credit card checks.
By Direct Deposit
You may establish Payroll Deduction/Direct Deposit arrangements for investments into the Fund by either calling a
Client Service Representative at 1-800-341-7400; or by completing the Payroll Deduction/Direct Deposit Form, which is
available on
FederatedInvestors.com
under
“
Resources
”
and then
“
Literature and Forms,
”
then
“
Forms.
”
You will receive
a confirmation when this service is available.
THROUGH AN EXCHANGE
You may purchase Fund Shares through an exchange from another Federated Hermes fund. To do this you must:
■
meet any applicable shareholder eligibility requirements;
■
ensure that the account registrations are identical;
■
meet any applicable minimum initial investment requirements; and
■
receive a prospectus for the fund into which you wish to exchange.
An exchange is treated as a redemption and a subsequent purchase, and is a taxable transaction. The Fund reserves the
right to reject any request to purchase or exchange Shares. The Fund may modify or terminate the exchange privilege at
any time.
You may purchase Shares through an exchange from 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 Obligations
Fund, Federated Hermes Institutional Prime Value Obligations Fund, no-load Class A Shares and Class R Shares of
any Fund.
By Online Account Services
You may access your accounts online to purchase shares through
FederatedInvestors.com
’s Shareholder Account
Access system once you have registered for access. Online transactions may be subject to certain limitations including
limitations as to the amount of the transaction. For more information about the services available through Shareholder
Account Access, please visit
FederatedInvestors.com
and select
“
Sign In
”
and
“
Access and Manage Investments,
”
or call
(800) 245-4770 to speak with a Client Service Representative.
BY SYSTEMATIC INVESTMENT PROGRAM (SIP)
Once you have opened an account, you may automatically purchase additional Shares on a regular basis by completing
the SIP section of the New Account Form or by contacting the Fund or your financial intermediary. The minimum
investment amount for SIPs is $50.
BY AUTOMATED CLEARING HOUSE (ACH)
Once you have opened an account, you may purchase additional Shares through a depository institution that is an ACH
member. This purchase option can be established by completing the appropriate sections of the New Account Form.
How to Redeem and Exchange Shares
You should redeem or exchange Shares:
■
through a financial intermediary if you purchased Shares through a financial intermediary; or
■
directly from the Fund if you purchased Shares directly from the Fund.
Shares of the Fund may be redeemed for cash, or exchanged for shares of other Federated Hermes funds as described
herein, on days on which the Fund computes its NAV. Redemption requests may be made by telephone or in writing.
Redemption proceeds normally are wired or mailed within one business day for each method of payment after receiving
a timely request in proper form. Depending upon the method of payment, when shareholders receive redemption proceeds
can differ. Payment may be delayed for up to seven days under certain circumstances (see
“
Limitations on
Redemption Proceeds
”
).
For important account information, see the section
“
Security and Privacy Protection.
”
THROUGH A FINANCIAL INTERMEDIARY
Submit your redemption or exchange request to your financial intermediary by the end of regular trading on the NYSE
(normally 4:00 p.m. Eastern time). The redemption amount you will receive is based upon the next calculated NAV after
the Fund receives the order from your financial intermediary.
DIRECTLY FROM THE FUND
By Telephone
You may redeem or exchange Shares by simply calling the Fund at 1-800-341-7400.
If you call before the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time), you will receive a
redemption amount based on that day’s NAV.
By Mail
You may redeem or exchange Shares by sending a written request to the Fund.
You will receive a redemption amount based on the next calculated NAV after the Fund receives your written request in
proper form.
Send requests by mail to:
The Federated Hermes Funds
P.O. Box 219318
Kansas City, MO 64121-9318
Send requests by
private courier or overnight delivery service
to:
The Federated Hermes Funds
430 W 7
th
Street
Suite 219318
Kansas City, MO 64105-1407
All requests must include:
■
Fund name and Share class, account number and account registration;
■
amount to be redeemed or exchanged;
■
signatures of all shareholders exactly as registered; and
■
if exchanging
, the Fund name and Share class, account number and account registration into which you
are exchanging.
Call your financial intermediary or the Fund if you need special instructions.
Signature Guarantees
Signatures must be guaranteed by a financial institution which is a participant in a Medallion signature guarantee
program if:
■
your redemption will be sent to an address other than the address of record;
■
your redemption will be sent to an address of record that was changed within the last 30 days;
■
a redemption is payable to someone other than the shareholder(s) of record; or
■
transferring into another fund with a different shareholder registration.
A Medallion signature guarantee is designed to protect your account from fraud. Obtain a Medallion signature guarantee
from a bank or trust company, savings association, credit union or broker, dealer or securities exchange member.
A notary
public cannot provide a signature guarantee.
By Online Account Services
You may access your accounts online to redeem or exchange shares through
FederatedInvestors.com
’s Shareholder
Account Access system once you have registered for access. Online transactions may be subject to certain limitations
including limitations as to the amount of the transaction. For more information about the services available through
Shareholder Account Access, please visit
FederatedInvestors.com
and select
“
Sign In
”
and
“
Access and Manage
Investments,
”
or call (800) 245-4770 to speak with a Client Service Representative.
PAYMENT METHODS FOR REDEMPTIONS
Your redemption proceeds will be mailed by check to your address of record. The following payment options are
available if you complete the appropriate section of the New Account Form or an Account Service Options Form. These
payment options require a signature guarantee if they were not established when the account was opened:
■
An electronic transfer to your account at a financial institution that is an ACH member; or
■
Wire payment to your account at a domestic commercial bank that is a Federal Reserve System member.
Methods the Fund May Use to Meet Redemption Requests
The Fund intends to pay Share redemptions in cash. To ensure that the Fund has cash to meet Share redemptions on any
day, the Fund typically expects to hold a cash or cash equivalent reserve or sell portfolio securities.
In unusual or stressed circumstances, the Fund may generate cash in the following ways:
■
Inter-fund Borrowing and Lending.
The SEC has granted an exemption that permits the Fund and all other funds
advised by subsidiaries of Federated 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.
LIMITATIONS ON REDEMPTION PROCEEDS
Redemption proceeds normally are wired or mailed within one business day after receiving a request in proper form.
Payment may be delayed for up to seven days:
■
to allow your purchase to clear (as discussed below);
■
during periods of market volatility;
■
when a shareholder’s trade activity or amount adversely impacts the Fund’s ability to manage its assets; or
■
during any period when the Federal Reserve wire or applicable Federal Reserve banks are closed, other than customary
weekend and holiday closings.
If you request a redemption of Shares recently purchased by check (including a cashier’s check or certified check),
money order, bank draft or ACH, your redemption proceeds may not be made available for up to seven calendar days to
allow the Fund to collect payment on the instrument used to purchase such Shares. If the purchase instrument does not
clear, your purchase order will be canceled and you will be responsible for any losses incurred by the Fund as a result of
your canceled order.
In addition, the right of redemption may be suspended, or the payment of proceeds may be delayed (including beyond
seven days), during any period:
■
when the NYSE is closed, other than customary weekend and holiday closings;
■
when trading on the NYSE is restricted, as determined by the SEC;
■
in which an emergency exists, as determined by the SEC, so that disposal of the Fund’s investments or determination of
its NAV is not reasonably practicable; or
■
as the SEC may by order permit for the protection of Fund shareholders.
You will not accrue interest or dividends on uncashed redemption checks from the Fund when checks are undeliverable
and returned to the Fund.
EXCHANGE PRIVILEGE
You may exchange Shares of the Fund. To do this, you must:
■
meet any applicable shareholder eligibility requirements;
■
ensure that the account registrations are identical;
■
meet any applicable minimum initial investment requirements; and
■
receive a prospectus for the fund into which you wish to exchange.
An exchange is treated as a redemption and a subsequent purchase, and is a taxable transaction. The Fund reserves the
right to reject any request to purchase or exchange Shares. The Fund may modify or terminate the exchange privilege at
any time.
In addition, the Fund may terminate your exchange privilege if your exchange activity is found to be excessive under
the Fund’s frequent trading policies. See
“
Account and Share Information
–
Frequent Trading Policies.
”
You may exchange Shares of the Fund for shares of any Federated 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 Obligations
Fund, Federated Hermes Institutional Prime Value Obligations Fund, no-load Class A Shares and Class R Shares of
any Fund.
Systematic Withdrawal/Exchange Program
You may automatically redeem or exchange Shares. The minimum amount for all new or revised systematic
redemptions or exchanges of Shares is $50 per transaction per fund. Complete the appropriate section of the New Account
Form or an Account Service Options Form or contact your financial intermediary or the Fund. Your account value must
meet the minimum initial investment amount at the time the program is established. This program may reduce, and
eventually deplete, your account. Payments should not be considered yield or income.
ADDITIONAL CONDITIONS
Telephone Transactions
The Fund will record your telephone instructions. If the Fund does not follow reasonable procedures, it may be liable
for losses due to unauthorized or fraudulent telephone instructions.
Share Certificates
The Fund does not issue share certificates.
Security and Privacy Protection
ONLINE ACCOUNT and TELEPHONE ACCESS SECURITY
Federated Hermes will not be responsible for losses that result from unauthorized transactions, unless Federated Hermes
does not follow procedures designed to verify your identity. When initiating a transaction by telephone or online,
shareholders should be aware that any person with access to your account and other personal information including PINs
(Personal Identification Numbers) may be able to submit instructions by telephone or online. Shareholders are responsible
for protecting their identity by using strong usernames and complex passwords which utilize combinations of mixed case
letters, numbers and symbols, and change passwords and PINs frequently.
Using
FederatedInvestors.com
’s Account Access website means you are consenting to sending and receiving personal
financial information over the Internet, so you should be sure you are comfortable with the risks. You will be required to
accept the terms of an online agreement and to establish and utilize a password in order to access online account services.
The Transfer Agent has adopted security procedures to confirm that internet instructions are genuine. The Transfer Agent
will also send you written confirmation of share transactions. The Transfer Agent, the Fund and any of its affiliates will
not be liable for losses or expenses that occur from fraudulent Internet instructions reasonably believed to be genuine.
The Transfer Agent or the Fund will employ reasonable procedures to confirm that telephone transaction requests are
genuine, which may include recording calls, asking the caller to provide certain personal identification information,
sending you written confirmation, or requiring other confirmation security procedures. The Transfer Agent, the Fund and
any of its affiliates will not be liable for relying on instructions submitted by telephone that the Fund reasonably believes
to be genuine.
ANTI-MONEY LAUNDERING COMPLIANCE
To help the government fight the funding of terrorism and money laundering activities, federal law requires financial
institutions to obtain, verify, and record information that identifies each new customer who opens a Fund account and to
determine whether such person’s name appears on governmental lists of known or suspected terrorists or terrorist
organizations. Pursuant to the requirements under the USA PATRIOT Act, the information obtained will be used for
compliance with the USA PATRIOT Act or other applicable laws, regulations and rules in connection with money
laundering, terrorism or other illicit activities.
Information required includes your name, residential or business address, date of birth (for an individual), and other
information that identifies you, including your social security number, tax identification number or other identifying
number. The Fund cannot waive these requirements. The Fund is required by law to reject your Account Application if the
required information is not provided. If, after reasonable effort, the Fund is unable to verify your identity or that of any
other person(s) authorized to act on your behalf, or believes it has identified potentially suspicious, fraudulent or criminal
activity, the Fund reserves the right to close your account and redeem your shares at the next calculated NAV without your
permission. Any applicable contingent deferred sales charge (CDSC) will be assessed upon redemption of your shares.
The Fund has a strict policy designed to protect the privacy of your personal information. A copy of Federated Hermes’
privacy policy notice was given to you at the time you opened your account. The Fund sends a copy of the privacy notice
to you annually. You may also obtain the privacy notice by calling the Fund, or through
FederatedInvestors.com
.
Account and Share Information
CONFIRMATIONS AND ACCOUNT STATEMENTS
You will receive confirmation of purchases, redemptions and exchanges (except for systematic transactions). In
addition, you will receive periodic statements reporting all account activity, including systematic transactions, dividends
and capital gains paid.
DIVIDENDS AND CAPITAL GAINS
The Fund declares and pays any dividends monthly to shareholders. Dividends are paid to all shareholders invested in
the Fund on the record date. The record date is the date on which a shareholder must officially own Shares in order to earn
a dividend.
In addition, the Fund pays any capital gains at least annually and may make such special distributions of dividends and
capital gains as may be necessary to meet applicable regulatory requirements. Your dividends and capital gains
distributions will be automatically reinvested in additional Shares without a sales charge, unless you elect cash payments.
Dividends may also be reinvested without sales charges in shares of any class of any other Federated Hermes fund of
which you are already a shareholder.
If you purchase Shares just before the record date for a dividend or capital gain distribution, you will pay the full price
for the Shares and then receive a portion of the price back in the form of a taxable distribution, whether or not you reinvest
the distribution in Shares. Therefore, you should consider the tax implications of purchasing Shares shortly before the
record date for a dividend or capital gain. Contact your financial intermediary or the Fund for information concerning
when dividends and capital gains will be paid.
Under the federal securities laws, the Fund is required to provide a notice to shareholders regarding the source of
distributions made by the Fund if such distributions are from sources other than ordinary investment income. In addition,
important information regarding the Fund’s distributions, if applicable, is available via the link to the Fund and share class
name at
FederatedInvestors.com/FundInformation
.
Small Distributions and Uncashed Checks
Generally, dividend and/or capital gain distributions payable by check in an amount of less than $25 will be
automatically reinvested in additional shares. This policy does not apply if you have elected to receive cash distributions
that are directly deposited into your bank account via wire or ACH.
Additionally, if one or more dividend or capital gain distribution checks are returned as
“
undeliverable,
”
or remain
uncashed for 180 days, all subsequent dividend and capital gain distributions will be reinvested in additional shares. No
interest will accrue on amounts represented by uncashed distribution checks. For questions on whether reinvestment
applies to your distributions, please contact a Client Service Representative at 1-800-341-7400.
Certain states, including the state of Texas, have laws that allow shareholders to designate a representative to receive
abandoned or unclaimed property (
“
escheatment
”
) notifications by completing and submitting a designation form that
generally can be found on the official state website. If a shareholder resides in an applicable state, and elects to designate a
representative to receive escheatment notifications, escheatment notices generally will be delivered as required by such
state laws, including, as applicable, to both the shareholder and the designated representative. A completed designation
form may be mailed to the Fund (if Shares are held directly with the Fund) or to the shareholder’s financial intermediary
(if Shares are not held directly with the Fund). Shareholders should refer to relevant state law for the shareholder’s specific
rights and responsibilities under his or her state’s escheatment law(s), which can generally be found on a state’s
official website.
ACCOUNTS WITH LOW BALANCES
Federated Hermes reserves the right to close accounts if redemptions or exchanges cause the account balance to
fall below:
■
$25,000 for the IS class.
Before an account is closed, you will be notified and allowed at least 30 days to purchase additional Shares to meet
the minimum.
TAX INFORMATION
The Fund sends an IRS Form 1099 and an annual statement of your account activity to assist you in completing your
federal, state and local tax returns. Fund distributions of dividends and capital gains are taxable to you whether paid in
cash or reinvested in the Fund. Dividends are taxable at different rates depending on the source of dividend income.
Distributions of net short-term capital gains are taxable to you as ordinary income. Distributions of net long-term capital
gains are taxable to you as long-term capital gains regardless of how long you have owned your Shares.
Fund distributions are expected to be both dividends and capital gains. Redemptions and exchanges are taxable sales.
Please consult your tax adviser regarding your federal, state and local tax liability.
FREQUENT TRADING POLICIES
Frequent or short-term trading into and out of the Fund can have adverse consequences for the Fund and shareholders
who use the Fund as a long-term investment vehicle. Such trading in significant amounts can disrupt the Fund’s
investment strategies (e.g., by requiring it to sell investments at inopportune times or maintain excessive short-term or
cash positions to support redemptions), increase brokerage and administrative costs and affect the timing and amount of
taxable gains distributed by the Fund. Investors engaged in such trading may also seek to profit by anticipating changes in
the Fund’s NAV in advance of the time as of which NAV is calculated or through an overall strategy to buy and sell
Shares in response to incremental changes in the Fund’s NAV.
The Fund’s Board has approved policies and procedures intended to discourage excessive frequent or short-term trading
of the Fund’s Shares. The Fund’s fair valuation procedures are intended in part to discourage short-term trading strategies
by reducing the potential for these strategies to succeed. See
“
What Do Shares Cost?
”
The Fund also monitors trading in
Fund Shares in an effort to identify disruptive trading activity. The Fund monitors trades into and out of the Fund within a
period of 30 days or less. The Fund may also monitor trades into and out of the Fund for potentially disruptive trading
activity over periods longer than 30 days. The size of Share transactions subject to monitoring varies. Where it is
determined that a shareholder has exceeded the detection amounts twice within a period of 12 months, the Fund will
temporarily prohibit the shareholder from making further purchases or exchanges of Fund Shares. If the shareholder
continues to exceed the detection amounts for specified periods the Fund will impose lengthier trading restrictions on the
shareholder, up to and including permanently prohibiting the shareholder from making any further purchases or exchanges
of Fund Shares. Whether or not the specific monitoring limits are exceeded, the Fund’s management or the Adviser may
determine from the amount, frequency or pattern of purchases and redemptions or exchanges that a shareholder is engaged
in excessive trading that is or could be detrimental to the Fund and other shareholders and may prohibit the shareholder
from making further purchases or exchanges of Fund Shares. No matter how the Fund defines its limits on frequent trading
of Fund Shares, other purchases and sales of Fund Shares may have adverse effects on the management of the Fund’s
portfolio and its performance.
The Fund’s frequent trading restrictions do not apply to purchases and sales of Fund Shares by other Federated Hermes
funds. These funds impose the same frequent trading restrictions as the Fund at their shareholder level. In addition,
allocation changes of the investing Federated Hermes fund are monitored, and the managers of the recipient fund must
determine that there is no disruption to their management activity. The intent of this exception is to allow investing fund
managers to accommodate cash flows and other activity that result from non-abusive trading in the investing fund, without
being stopped from such trading because the aggregate of such trades exceeds the monitoring limits. Nonetheless, as with
any trading in Fund Shares, purchases and redemptions of Fund Shares by other Federated Hermes funds could adversely
affect the management of the Fund’s portfolio and its performance.
The Fund will not restrict transactions made on a non-discretionary basis by certain asset allocation programs, wrap
programs, fund of funds, collective funds or other similar accounts that have been pre-approved by Federated Hermes
(
“
Approved Accounts
”
). The Fund will continue to monitor transactions by the Approved Accounts and will seek to limit
or restrict even non-discretionary transactions by Approved Accounts that are determined to be disruptive or harmful to
the Fund.
The Fund’s objective is that its restrictions on short-term trading should apply to all shareholders that are subject to the
restrictions, regardless of the number or type of accounts in which Shares are held. However, the Fund anticipates that
limitations on its ability to identify trading activity to specific shareholders, including where shares are held through
intermediaries in multiple or omnibus accounts, will mean that these restrictions may not be able to be applied uniformly
in all cases.
Other funds in the Federated Hermes family of funds may impose different monitoring policies or in some cases, may
not monitor for frequent or short-term trading. Under normal market conditions such monitoring policies are designed to
protect the funds being monitored and their shareholders and the operation of such policies and shareholder investments
under such monitoring are not expected to have materially adverse impact on the Federated Hermes funds or their
shareholders. If you plan to exchange your fund shares for shares of another Federated Hermes fund, please read the
prospectus of that other Federated Hermes fund for more information.
PORTFOLIO HOLDINGS INFORMATION
Information concerning the Fund’s portfolio holdings is available via the link to the Fund and share class name at
FederatedInvestors.com/FundInformation
. A complete listing of the Fund’s portfolio holdings as of the end of each
calendar quarter is posted on the website 30 days (or the next business day) after the end of the quarter and remains posted
for six months thereafter. Summary portfolio composition information as of the close of each month is posted on the
website 15 days (or the next business day) after month-end and remains posted until replaced by the information for the
succeeding month. The summary portfolio composition information may include identification of the Fund’s top
10 holdings, and percentage breakdown of the portfolio by geographical region and/or sector.
You may also access portfolio information as of the end of the Fund’s fiscal quarters via the link to the Fund and share
class name at
FederatedInvestors.com
. The Fund’s Annual and Semi-Annual Shareholder Reports contain complete
listings of the Fund’s portfolio holdings as of the end of the Fund’s second and fourth fiscal quarters. Fiscal quarter
information is made available on the website within 70 days after the end of the fiscal quarter. This information is also
available in reports filed with the SEC at the SEC’s website at
sec.gov
.
Each fiscal quarter, the Fund will file with the SEC a complete schedule of its monthly portfolio holdings on
“
Form N-PORT.
”
The Fund’s holdings as of the end of the third month of every fiscal quarter, as reported on
Form N-PORT, will be publicly available on the SEC’s website at
sec.gov
within 60 days of the end of the fiscal quarter
upon filing. You may also access this information via the link to the Fund and share class name at
FederatedInvestors.com
.
In addition, from time to time (for example, during periods of unusual market conditions), additional information
regarding the Fund’s portfolio holdings and/or composition may be posted to
FederatedInvestors.com
. If and when such
information is posted, its availability will be noted on, and the information will be accessible from, the home page of
the website.
Who Manages the Fund?
The Board governs the Fund. The Board selects and oversees the Adviser, Federated Investment Management
Company. The Adviser manages the Fund’s assets, including buying and selling portfolio securities. Federated Advisory
Services Company (FASC), an affiliate of the Adviser, provides research, quantitative analysis, equity trading and
transaction settlement and certain support services to the Adviser. The fee for these services is paid by the Adviser and not
by the Fund.
The address of the Adviser and FASC is 1001 Liberty Avenue, Pittsburgh, PA 15222-3779.
The Adviser has delegated daily management of some or all of the Fund assets to the Sub-Adviser, Hermes Investment
Management Limited, who is paid by the Adviser and not by the Fund, based on the portion of securities the Sub-Adviser
manages. The Sub-Adviser’s address is Sixth Floor, 150 Cheapside, London EC2V 6ET, England. Federated Hermes
holds a majority 60% interest in the Sub-Adviser and, upon the exercise in the future of certain put/call rights under a Put/Call
Option Deed between Federated Hermes and another shareholder of the Sub-Adviser, Federated Hermes anticipates
holding an 89.5% interest in the Sub-Adviser.
The Fund has received and can rely upon an order from the Securities and Exchange Commission (SEC) that permits
the Adviser, subject to approval by the Board of Trustees, to appoint a subadviser or change the terms of a subadvisory
agreement without obtaining shareholder approval. The Fund is permitted to rely upon the SEC order to change
subadvisers, or the fees paid to a subadviser, without the expense and delays associated with obtaining shareholder
approval of the change. This order does not, however, permit the Adviser to increase the aggregate advisory fee rate of the
Fund without the approval of the shareholders.
The Adviser and other subsidiaries of Federated Hermes advise approximately 135 equity, fixed-income and money
market mutual funds as well as a variety of other pooled investment vehicles, private investment companies and
customized separately managed accounts (including non-U.S./offshore funds) which totaled approximately $575.9 billion
in assets as of December 31, 2019. Federated Hermes was established in 1955 as Federated Investors, Inc. and is one of
the largest investment managers in the United States with nearly 1,900 employees. Federated Hermes provides investment
products to approximately 11,500 investment professionals and institutions.
The Adviser advises approximately 75 fixed-income and money market mutual funds (including sub-advised funds) and
private investment companies, which totaled approximately $344.3 billion in assets as of December 31, 2019.
The Sub-Adviser manages $49.0 billion (£37.0 billion) across a broad range of specialist, high-conviction investment
strategies spanning listed equities, credit, real-estate, infrastructure, private debt and private equity, serving more than
692 clients through wholesale and institutional markets. All asset information is reported as of December 31, 2019 and
converted using December 31, 2019exchange rates.
PORTFOLIO MANAGEMENT INFORMATION
Mitch Reznick
Mitch Reznick, CFA, Head of Research and Sustainable Fixed Income and Co-Portfolio Manager, has been the Fund’s
portfolio manager since inception in September 2019.
He joined Hermes in 2010 as Head of Research on the Hermes Credit team. He earned a Master’s degree in
International Affairs at Columbia University in New York City and a Bachelor’s degree in History at Pitzer College.
Investment Experience: 22 Years.
Fraser Lundie
Fraser Lundie, CFA, Head of Credit and Co-Portfolio Manager, has been the Fund’s portfolio manager since inception
in September 2019.
He joined Hermes in 2010 as Head of Credit and lead manager on the Hermes range of credit strategies. Fraser earned a
MA (Hons) in Economics from the University of Aberdeen and a MSc in Investment Analysis from the University of
Stirling. Investment Experience: 15 years.
Nachu Chockalingam
Nachu Chockalingam, CFA and Co-Portfolio Manager, has been the Fund’s portfolio manager since October 2020.
Nachu Chockalingam, CFA, has been a co-portfolio manager on the Fund since October 2020. She has been with the
Adviser or an affiliate since 2018 as a portfolio manager responsible for Emerging Market Debt. She has a degree in
Economics from the London School of Economics. Investment Experience: 19 Years.
The Fund’s SAI provides additional information about the Portfolio Managers’ compensation, management of other
accounts and ownership of securities in the Fund.
ADVISORY FEES
The Fund’s investment advisory contract provides for payment to the Adviser of an annual investment advisory fee of
0.60% of the Fund’s average daily net assets. The Adviser may voluntarily waive a portion of its fee or reimburse the Fund
for certain operating expenses. The Adviser and its affiliates have also agreed to certain
“
Fee Limits
”
as described in the
footnote to the
“
Risk/Return Summary: Fees and Expenses
”
table found in the
“
Fund Summary
”
section of the Prospectus.
The Fund’s shareholder reports will contain information regarding the basis for the Board’s approval of the Fund’s
Advisory and Sub-Advisory Agreements. The Fund’s semi-annual reports for the six-month periods ended each
February 28 and the annual reports for the fiscal years ending each August 31 discuss the Board’s annual evaluation and
approval of those agreements, which typically occurs annually in May.
Financial Information
FINANCIAL HIGHLIGHTS
The Financial Highlights will help you understand the Fund’s financial performance for its past five fiscal years or since
inception if the life of the Fund is shorter. Some of the information is presented on a per Share basis. Total returns
represent the rate an investor would have earned (or lost) on an investment in the Fund, assuming reinvestment of any
dividends and capital gains.
This information has been audited by KPMG LLP, an independent registered public accounting firm, whose report,
along with the Fund’s audited financial statements, is included in the Annual Report.
Financial Highlights
–
Institutional Shares
(For a Share Outstanding Throughout the Period)
|
|
Net Asset Value, Beginning of Period
|
|
Income From Investment Operations:
|
|
|
|
Net realized and unrealized gain
|
|
TOTAL FROM INVESTMENT OPERATIONS
|
|
|
|
Distributions from net investment income
|
|
Net Asset Value, End of Period
|
|
|
|
Ratios to Average Net Assets:
|
|
|
|
|
|
Expense waiver/reimbursement
6
|
|
|
|
Net assets, end of period (000 omitted)
|
|
|
|
1
Reflects operations for the period from September 26, 2019 (date of initial investment) to August 31, 2020.
2
Based on net asset value. Total returns for periods of less than one year are not annualized.
3
Amount does not reflect net expenses incurred by investment companies in which the Fund may invest.
4
Computed on an annualized basis.
5
The net expense ratio is calculated without reduction for expense offset arrangements. The net expense ratio is 0.62% for the period ended
August 31, 2020 after taking into account this expense reduction.
6
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.
Further information about the Fund’s performance is contained in the Fund’s Annual Report, dated August 31, 2020, which can be
obtained free of charge.
Appendix A: Hypothetical Investment and Expense Information
The following chart provides additional hypothetical information about the effect of the Fund’s expenses, including
investment advisory fees and other Fund costs, on the Fund’s assumed returns over a 10-year period. The chart shows the
estimated expenses that would be incurred in respect of a hypothetical investment of $10,000, assuming a 5% return each
year, and no redemption of Shares. The chart also assumes that the Fund’s annual expense ratio stays the same throughout
the 10-year period and that all dividends and distributions are reinvested. The annual expense ratio used in the chart is the
same as stated in the
“
Fees and Expenses
”
table of this Prospectus (and thus may not reflect any fee waiver or expense
reimbursement currently in effect). The maximum amount of any sales charge that might be imposed on the
purchase
of
Shares (and deducted from the hypothetical initial investment of $10,000; the
“
Front-End Sales Charge
”
) is reflected in the
“
Hypothetical Expenses
”
column. The hypothetical investment information does not reflect the effect of charges (if any)
normally applicable to
redemptions
of Shares (e.g., deferred sales charges, redemption fees). Mutual fund returns, as well
as fees and expenses, may fluctuate over time, and your actual investment returns and total expenses may be higher or
lower than those shown below.
FEDERATED HERMES SDG ENGAGEMENT HIGH YIELD CREDIT FUND - IS CLASS
|
ANNUAL EXPENSE RATIO: 1.72%
|
MAXIMUM FRONT-END SALES CHARGE: NONE
|
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
|
|
Hypothetical
Ending
Investment
|
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An SAI dated October 31, 2020, is incorporated by reference into this Prospectus. Additional information about the Fund
and its investments is contained in the Fund’s SAI and Annual and Semi-Annual Reports to shareholders as they become
available. The Annual Report’s Management’s Discussion of Fund Performance discusses market conditions and
investment strategies that significantly affected the Fund’s performance during its last fiscal year. The SAI contains a
description of the Fund’s policies and procedures with respect to the disclosure of its portfolio securities. To obtain the
SAI, Annual Report, Semi-Annual Report and other information without charge, and to make inquiries, call your financial
intermediary or the Fund at 1-800-341-7400.
These documents, as well as additional information about the Fund (including portfolio holdings, performance and
distributions), are also available on
FederatedInvestors.com
.
You can obtain information about the Fund (including the SAI) by accessing Fund information from the EDGAR Database
on the SEC’s website at
sec.gov
. You can purchase copies of this information by contacting the SEC by email at
publicinfo@sec.gov.
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Contact us at
FederatedInvestors.com
or call 1-800-341-7400.
Federated Securities Corp., Distributor
Investment Company Act File No. 811-23259
CUSIP 31423A556
Q454724 (10/20)
©
2020 FederatedHermes, Inc.
Statement of Additional Information
October 31, 2020
Federated Hermes SDG Engagement High Yield
Credit Fund
A Portfolio of Federated Hermes Adviser Series
(formerly, Federated Adviser Series)
This Statement of Additional Information (SAI) is not a Prospectus. Read this SAI in conjunction with the Prospectus for Federated
Hermes SDG Engagement High Yield Credit Fund (the
“
Fund
”
), dated October 31, 2020.
This SAI incorporates by reference the Fund’s Annual Report. Obtain the Prospectus or the Annual Report without charge by
calling 1-800-341-7400.
Federated Hermes SDG Engagement High
Yield Credit Fund
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Contact us at
FederatedInvestors.com
or call 1-800-341-7400.
Federated Securities Corp., Distributor
Q454723 (10/20)
©
2020 FederatedHermes, Inc.
How is the Fund Organized?
The Fund is a portfolio of Federated Hermes Adviser Series (the
“
Trust
”
) and is a diversified, open-end, management
investment company. The Trust was established as a Delaware statutory trust on July 12, 2017, pursuant to a Certificate of Trust,
which is governed by the laws of the State of Delaware. Prior to August 16, 2018, the Trust was named Federated MDT
Equity Trust.
Effective June 26, 2020, the Trust changed its name from Federated Adviser Series to Federated Hermes Adviser Series.
The Board of Trustees (the
“
Board
”
) has established four classes of shares of the Fund, known as Class A Shares, Class C
Shares, Institutional Shares and Class R6 Shares. This SAI relates to Institutional Shares. The Fund’s investment adviser is
Federated Investment Management Company (
“
FIMC
”
) and the Fund’s sub-adviser is Hermes Investment Management Limited
(
“
Hermes
”
and, collectively with FIMC, the
“
Adviser
”
).
Securities in Which the Fund Invests
The principal securities or other investments in which the Fund invests are described in the Fund’s Prospectus. The Fund also
may invest in securities or other investments as non-principal investments for any purpose that is consistent with its investment
objective. The following information is either additional information in respect of a principal security or other investment
referenced in the Prospectus or information in respect of a non-principal security or other investment (in which case there is no
related disclosure in the Prospectus).
Fixed-Income Securities
Fixed-income securities pay interest, dividends or distributions at a specified rate. The rate may be a fixed percentage of the
principal or may be adjusted periodically. In addition, the issuer of a fixed-income security must repay the principal amount of
the security, normally within a specified time. Fixed-income securities provide more regular income than equity securities.
However, the returns on fixed-income securities are limited and normally do not increase with the issuer’s earnings. This limits
the potential appreciation of fixed-income securities as compared to equity securities.
A security’s yield measures the annual income earned on a security as a percentage of its price. A security’s yield will increase
or decrease depending upon whether it costs less (a
“
discount
”
) or more (a
“
premium
”
) than the principal amount. If the issuer
may redeem the security before its scheduled maturity, the price and yield on a discount or premium security may change based
upon the probability of an early redemption. Securities with higher risks generally have higher yields.
The following describes the types of fixed-income securities in which the Fund invests.
Loan Assignments (A Type of Loan Instruments)
The Fund may purchase a loan assignment from the agent bank or other member of the lending syndicate. Investments in loans
through an assignment may involve additional risks to the Funds. For example, if a loan is foreclosed, a Fund could become part
owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In
addition, it is conceivable that under emerging legal theories of lender liability, a Fund could be held liable as co-lender. It is
unclear whether loans and other forms of direct indebtedness offer securities law protections against fraud and misrepresentation.
In the absence of definitive regulatory guidance, the Funds rely on the Adviser’s research in an attempt to avoid situations where
fraud or misrepresentation could adversely affect the Funds.
Loan Participations (A Type of Loan Instrument)
The Fund may purchase a funded participation interest in a loan, by which the Fund has the right to receive payments of
principal, interest and fees from an intermediary (typically a bank, financial institution or lending syndicate) that has a direct
contractual relationship with a borrower. In loan participations, the Fund does not have a direct contractual relationship with
the borrower.
The Fund may also purchase a type of a participation interest, known as risk participation interest. In this case, the Fund will
receive a fee in exchange for the promise to make a payment to a lender if a borrower fails to make a payment of principal,
interest, or fees, as required by the loan agreement.
When purchasing loan participations, the Fund will be exposed to credit risk of the borrower and, in some cases, the
intermediary offering the participation. A participation agreement also may limit the rights of the Fund to vote on changes that
may be made to the underlying loan agreement, such as waiving a breach of a covenant. The participation interests in which a
Fund intends to invest may not be rated by any nationally recognized rating service or, if rated, may be below investment grade
and expose the Fund to the risks of noninvestment-grade securities.
Floating Rate Loans
Floating rate loans are debt instruments issued by companies or other entities with floating interest rates that reset periodically.
Most floating rate loans are secured by specific collateral of the borrower and are senior to most other instruments of the
borrower (e.g., common stock or debt instruments) in the event of bankruptcy. Floating rate loans are often issued in connection
with recapitalizations, acquisitions, leveraged buyouts and refinancing. Floating rate loans are typically structured and
administered by a financial institution that acts as the agent of the lenders participating in the floating rate loan. Floating rate
loans may be acquired directly through the agent, as an assignment from another lender who holds a direct interest in the floating
rate loan, or as a participation interest in another lender’s portion of the floating rate loan.
Commercial Paper (A Type of Corporate-Debt Security)
Commercial paper is an issuer’s obligation with a maturity of less than nine months. Companies typically issue commercial
paper to pay for current expenditures. Most issuers constantly reissue their commercial paper and use the proceeds (or
“
bank
loans
”
) to repay maturing paper. If the issuer cannot continue to obtain liquidity in this fashion, its commercial paper may
default. The short maturity of commercial paper generally reduces both the market and credit risks as compared to other debt
securities of the same issuer.
Demand Instruments (A Type of Corporate-Debt Security)
Demand instruments are corporate securities that require the issuer or a third party, such as a dealer or bank (the Demand
Provider), to repurchase the security for its face value upon demand. Some demand instruments are
“
conditional,
”
so that the
occurrence of certain conditions relieves the Demand Provider of its obligation to repurchase the security. Other demand
instruments are
“
unconditional,
”
so that there are no conditions under which the Demand Provider’s obligation to repurchase the
security can terminate. The fund treats demand instruments as short-term securities, even though their stated maturity may extend
beyond one year.
Treasury Securities (A Fixed-Income Security)
Treasury securities are direct obligations of the federal government of the United States. Treasury securities are generally
regarded as having minimal credit risks.
Government Securities (A Fixed-Income Security)
Government securities are issued or guaranteed by a federal agency or instrumentality acting under federal authority. Some
government securities, including those issued by Government National Mortgage Association (Ginnie Mae), are supported by the
full faith and credit of the United States and are guaranteed only as to the timely payment of interest and principal.
Other government securities receive support through federal subsidies, loans or other benefits but are not backed by the full
faith and credit of the United States. For example, the U.S. Treasury is authorized to purchase specified amounts of securities
issued by (or otherwise make funds available to) the Federal Home Loan Bank System, Federal Home Loan Mortgage
Corporation (
“
Freddie Mac
”
) and Federal National Mortgage Association (
“
Fannie Mae
”
) in support of such obligations.
Some government agency securities have no explicit financial support and are supported only by the credit of the applicable
agency, instrumentality or corporation. The U.S. government has provided financial support to Freddie Mac and Fannie Mae, but
there is no assurance that it will support these or other agencies in the future.
Investors regard government securities as having minimal credit risks, but not as low as Treasury securities.
The Fund treats mortgage-backed securities guaranteed by a federal agency or instrumentality as government securities.
Although such a guarantee helps protect against credit risk, it does not eliminate it entirely or reduce other risks.
Additional Information Related To Freddie Mac And Fannie Mae.
The extreme and unprecedented volatility and disruption
that impacted the capital and credit markets beginning in 2008 led to market concerns regarding the ability of Freddie Mac and
Fannie Mae to withstand future credit losses associated with securities held in their investment portfolios, and on which they
provide guarantees, without the direct support of the federal government. On September 7, 2008, Freddie Mac and Fannie Mae
were placed under the conservatorship of the Federal Housing Finance Agency (FHFA). Under the plan of conservatorship, the
FHFA assumed control of, and generally has the power to direct, the operations of Freddie Mac and Fannie Mae, and is
empowered to exercise all powers collectively held by their respective shareholders, directors and officers, including the power
to: (1) take over the assets of and operate Freddie Mac and Fannie Mae with all the powers of the shareholders, the directors and
the officers of Freddie Mac and Fannie Mae and conduct all business of Freddie Mac and Fannie Mae; (2) collect all obligations
and money due to Freddie Mac and Fannie Mae; (3) perform all functions of Freddie Mac and Fannie Mae which are consistent
with the conservator’s appointment; (4) preserve and conserve the assets and property of Freddie Mac and Fannie Mae; and
(5) contract for assistance in fulfilling any function, activity, action or duty of the conservator.
In connection with the actions taken by the FHFA, the Treasury has entered into certain preferred stock purchase agreements
(SPAs) with each of Freddie Mac and Fannie Mae which establish the Treasury as the holder of a new class of senior preferred
stock in each of Freddie Mac and Fannie Mae. The senior preferred stock was issued in connection with financial contributions
from the Treasury to Freddie Mac and Fannie Mae. Although the SPAs are subject to amendment from time to time, currently the
Treasury is obligated to provide such financial contributions up to an aggregate maximum amount determined by a formula set
forth in the SPAs, and until such aggregate maximum amount is reached, there is not a specific end date to the
Treasury’s obligations.
The future status and role of Freddie Mac and Fannie Mae could be impacted by (among other things) the actions taken and
restrictions placed on Freddie Mac and Fannie Mae by the FHFA in its role as conservator, the restrictions placed on
Freddie Mac’s and Fannie Mae’s operations and activities under the SPAs, market responses to developments at Freddie Mac and
Fannie Mae, downgrades or upgrades in the credit ratings assigned to Freddie Mac and Fannie Mae by nationally recognized
statistical rating organizations (NRSROs) or ratings services, and future legislative and regulatory action that alters the
operations, ownership, structure and/or mission of these institutions, each of which may, in turn, impact the value of, and cash
flows on, any securities guaranteed by Freddie Mac and Fannie Mae.
In addition, the future of Freddie Mac and Fannie Mae, and other U.S. government-sponsored enterprises that are not backed
by the full faith and credit of the U.S. government (GSEs), remains in question as the U.S. government continues to consider
options ranging from structural reform, nationalization, privatization, or consolidation, to outright elimination. The issues that
have led to significant U.S. government support for Freddie Mac and Fannie Mae have sparked serious debate regarding the
continued role of the U.S. government in providing mortgage loan liquidity.
IOs and POs (Types of Asset Backed-Securities)
CMOs may allocate interest payments to one class (Interest Only or IOs) and principal payments to another class (Principal
Only or POs). POs increase in value when prepayment rates increase. In contrast, IOs decrease in value when prepayments
increase, because the underlying mortgages generate less interest payments. However, IOs tend to increase in value when interest
rates rise (and prepayments decrease), making IOs a useful hedge against interest rate risks.
Floaters and Inverse Floaters (Types of Asset-Backed Securities)
Another variant allocates interest payments between two classes of CMOs. One class (Floaters) receives a share of interest
payments based upon a market index such as the London Interbank Offered Rate (LIBOR). The other class (Inverse Floaters)
receives any remaining interest payments from the underlying mortgages. Floater classes receive more interest (and Inverse
Floater classes receive correspondingly less interest) as interest rates rise. This shifts prepayment and interest rate risks from the
Floater to the Inverse Floater class, reducing the price volatility of the Floater class and increasing the price volatility of the
Inverse Floater class.
Zero-Coupon Securities (A Type of Fixed-Income Security)
Zero-coupon securities do not pay interest or principal until final maturity unlike debt securities that provide periodic
payments of interest (referred to as a coupon payment). Investors buy zero-coupon securities at a price below the amount payable
at maturity. The difference between the purchase price and the amount paid at maturity represents interest on the zero-coupon
security. Investors must wait until maturity to receive interest and principal, which increases the interest rate and credit risks of a
zero-coupon security.
There are many forms of zero-coupon securities. Some are issued at a discount and are referred to as zero coupon or capital
appreciation bonds. Others are created from interest-bearing bonds by separating the right to receive the bond’s coupon payments
from the right to receive the bond’s principal due at maturity, a process known as coupon stripping. In addition, some securities
give the issuer the option to deliver additional securities in place of cash interest payments, thereby increasing the amount
payable at maturity. These are referred to as pay-in-kind, PIK securities or toggle securities.
Bank Instruments (A Fixed-Income Security)
Bank instruments are unsecured interest bearing deposits with banks. Bank instruments include, but are not limited to, bank
accounts, time deposits, certificates of deposit and banker’s acceptances. Yankee instruments are denominated in U.S. dollars and
issued by U.S. branches of foreign banks. Eurodollar instruments are denominated in U.S. dollars and issued by
non-U.S. branches of U.S. orforeign banks.
Credit Enhancement
Credit enhancement consists of an arrangement in which a company agrees to pay amounts due on a fixed-income security if
the issuer defaults. In some cases the company providing credit enhancement makes all payments directly to the security holders
and receives reimbursement from the issuer. Normally, the credit enhancer may have greater financial resources and liquidity
than the issuer. For this reason, the Adviser may evaluate the credit risk of a fixed-income security based solely upon its
credit enhancement.
Common types of credit enhancement include guarantees, letters of credit, bond insurance and surety bonds. Credit
enhancement also includes arrangements where securities or other liquid assets secure payment of a fixed-income security. If a
default occurs, these assets may be sold and the proceeds paid to security’s holders. Either form of credit enhancement reduces
credit risks by providing another source of payment for a fixed-income security.
Equity Securities
Equity securities represent a share of an issuer’s earnings and assets, after the issuer pays its liabilities. The Fund cannot
predict the income it will receive from equity securities because issuers generally have discretion as to the payment of any
dividends or distributions. However, equity securities offer greater potential for appreciation than many other types of securities,
because their value increases directly with the value of the issuer’s business.
The following describes the types of equity securities in which the Fund may invest.
Common Stocks
Common stocks are the most prevalent type of equity security. Common stocks receive the issuer’s earnings after the issuer
pays its creditors and any preferred stockholders. As a result, changes in an issuer’s earnings directly influence the value of its
common stock.
Preferred Stocks
Preferred stocks have the right to receive specified dividends or distributions before the issuer makes payments on its common
stock. Some preferred stocks also participate in dividends and distributions paid on common stock. Preferred stocks may also
permit the issuer to redeem the stock. The Fund may also treat such redeemable preferred stock as a fixed-income security.
Interests in Other Limited Liability Companies
Entities such as limited partnerships, limited liability companies, business trusts and companies organized outside the United
States may issue securities comparable to common or preferred stock.
Real Estate Investment Trusts (REITs)
REITs are real estate investment trusts that lease, operate and finance commercial real estate. REITs are exempt from federal
corporate income tax if they limit their operations and distribute most of their income. Such tax requirements limit a REIT’s
ability to respond to changes in the commercial real estate market.
Warrants
Warrants give the Fund the option to buy the issuer’s equity securities at a specified price (the
“
exercise price
”
) at a specified
future date (the
“
expiration date
”
). The Fund may buy the designated securities by paying the exercise price before the expiration
date. Warrants may become worthless if the price of the stock does not rise above the exercise price by the expiration date. This
increases the market risks of warrants as compared to the underlying security. Rights are the same as warrants, except companies
typically issue rights to existing stockholders.
Asset-Backed Securities (A Type of Fixed-Income Security)
Asset-backed securities are payable from pools of obligations other than mortgages. Most asset-backed securities involve
consumer or commercial debts with maturities of less than 10 years. However, almost any type of fixed-income assets (including
other fixed-income securities) may be used to create an asset-backed security. Asset-backed securities may take the form of notes
or pass-through certificates.
Foreign Government Securities (A Type of Foreign Fixed-Income Security)
Foreign government securities generally consist of fixed-income securities supported by national, state or provincial
governments or similar political subdivisions. Foreign government securities also include debt obligations of supranational
entities, such as international organizations designed or supported by governmental entities to promote economic reconstruction
or development, international banking institutions and related government agencies. Examples of these include, but are not
limited to, the International Bank for Reconstruction and Development (the
“
World Bank
”
), the Asian Development Bank, the
European Investment Bank and the Inter-American Development Bank.
Foreign government securities also include fixed-income securities of quasi-governmental agencies that are either issued by
entities owned by a national, state or equivalent government or are obligations of a political unit that are not backed by the
national government’s full faith and credit. Further, foreign government securities include mortgage-related securities issued or
guaranteed by national, state or provincial governmental instrumentalities, including quasi-governmental agencies.
Depositary Receipts (A Type of Foreign Equity Security)
Depositary receipts represent interests in underlying securities issued by a foreign company. Depositary receipts are not traded
in the same market as the underlying security. The foreign securities underlying American Depositary Receipts (ADRs) are
traded outside the United States. ADRs provide a way to buy shares of foreign-based companies in the United States rather than
in overseas markets. ADRs are also traded in U.S. dollars, eliminating the need for foreign exchange transactions. The foreign
securities underlying European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs) and International Depositary
Receipts (IDRs), are traded globally or outside the United States. Depositary receipts involve many of the same risks of investing
directly in foreign securities, including currency risks and risks of foreign investing.
Derivative Contracts
Derivative contracts are financial instruments that require payments based upon changes in the values of designated securities,
commodities, currencies, indices, or other assets or instruments including other derivative contracts, (each a
“
Reference
Instrument
”
and collectively,
“
Reference Instruments
”
). Each party to a derivative contract may sometimes be referred to as a
counterparty. Some derivative contracts require payments relating to an actual, future trade involving the Reference Instrument.
These types of derivatives are frequently referred to as
“
physically settled
”
derivatives. Other derivative contracts require
payments relating to the income or returns from, or changes in the market value of, a Reference Instrument. These types of
derivatives are known as
“
cash-settled
”
derivatives, since they require cash payments in lieu of delivery of the
Reference Instrument.
Many derivative contracts are traded on securities or commodities exchanges. In this case, the exchange sets all the terms of
the contract except for the price. Investors make payments due under their contracts through the exchange. Most exchanges
require investors to maintain margin accounts through their brokers to cover their potential obligations to the exchange. Parties to
the contract make (or collect) daily payments to the margin accounts to reflect losses (or gains) in the value of their contracts.
This protects investors against potential defaults by the other party to the contract. Trading contracts on an exchange also allows
investors to close out their contracts by entering into offsetting contracts.
For example, the Fund could close out an open contract to buy an asset at a future date by entering into an offsetting contract
to sell the same asset on the same date. If the offsetting sale price is more than the original purchase price, the Fund realizes a
gain; if it is less, the Fund realizes a loss. Exchanges may limit the amount of open contracts permitted at any one time. Such
limits may prevent the Fund from closing out a position. If this happens, the Fund will be required to keep the contract open
(even if it is losing money on the contract), and to make any payments required under the contract (even if it has to sell portfolio
securities at unfavorable prices to do so). Inability to close out a contract could also harm the Fund by preventing it from
disposing of or trading any assets it has been using to secure its obligations under the contract.
The Fund may also trade derivative contracts over-the-counter (OTC) in transactions negotiated directly between the Fund and
a financial institution. OTC contracts do not necessarily have standard terms, so they may be less liquid and more difficult to
close-out than exchange-traded contracts. In addition, OTC contracts with more specialized terms may be more difficult to value
than exchange-traded contracts, especially in times of financial stress.
The market for swaps and other OTC derivatives was largely unregulated prior to the enactment of federal legislation known
as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
“
Dodd-Frank Act
”
). Regulations enacted by the
Commodity Futures Trading Commission (the CFTC) under the Dodd-Frank Act require the Fund to clear certain swap contracts
through a clearing house or central counterparty (a CCP).
To clear a swap through the CCP, the Fund will submit the contract to, and post margin with, a futures commission merchant
(FCM) that is a clearing house member. The Fund may enter into the swap with a financial institution other than the FCM and
arrange for the contract to be transferred to the FCM for clearing, or enter into the contract with the FCM itself. If the Fund must
centrally clear a transaction, the CFTC’s regulations also generally require that the swap be executed on a registered exchange or
through a market facility that is known as a swap execution facility or SEF. Central clearing is presently required only for certain
swaps, and the CFTC is expected to impose a mandatory central clearing requirement for additional derivative instruments
over time.
The CCP, SEF and FCM are all subject to regulatory oversight by the CFTC. In addition, most derivative market participants
are now regulated as swap dealers or major swap participants and are subject to certain minimum capital and margin
requirements and business conduct standards. Similar regulatory requirements are expected to apply to derivative contracts that
are subject to the jurisdiction of the SEC, although the SEC has not yet finalized its regulations. In addition, uncleared OTC
swaps will be subject to regulatory collateral requirements that could adversely affect the Fund’s ability to enter into swaps in the
OTC market. These developments could cause the Fund to terminate new or existing swap agreements or to realize amounts to be
received under such instruments at an inopportune time.
Until the mandated rulemaking and regulations are implemented completely, it will not be possible to determine the complete
impact of the Dodd-Frank Act and related regulations on the Fund.
Depending on how the Fund uses derivative contracts and the relationships between the market value of a derivative contract
and the Reference Instrument, derivative contracts may increase or decrease the Fund’s exposure to the risks of the Reference
Instrument, and may also expose the Fund to liquidity and leverage risks. OTC contracts also expose the Fund to credit risks in
the event that a counterparty defaults on the contract, although this risk may be mitigated by submitting the contract for clearing
through a CCP.
The Fund may invest in a derivative contract if it is permitted to own, invest in, or otherwise have economic exposure to the
Reference Instrument. The Fund is not required to own a Reference Instrument in order to buy or sell a derivative contract
relating to that Reference Instrument. The Fund may trade in the following specific types and/or combinations of
derivative contracts:
Futures Contracts (A Type of Derivative)
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a Reference
Instrument at a specified price, date and time. Entering into a contract to buy a Reference Instrument is commonly referred to as
buying a contract or holding a long position in the asset. Entering into a contract to sell a Reference Instrument is commonly
referred to as selling a contract or holding a short position in the Reference Instrument. Futures contracts are considered to be
commodity contracts. The Adviser has claimed an exclusion from the definition of the term
“
commodity pool operator
”
under the
Commodity Exchange Act with respect to the Fund and, therefore, is not subject to registration or regulation with respect to the
Fund. Futures contracts traded OTC are frequently referred to as forward contracts. The Fund can buy or sell financial futures
(such as interest rate futures, index futures and security futures), as well as, currency futures and currency forward contracts.
Interest Rate Futures
An interest-rate futures contract is an exchange-traded contract for which the Reference Instrument is an interest-bearing fixed
income security or an inter-bank deposit. Two examples of common interest rate futures contracts are U.S. Treasury futures
contracts and Eurodollar futures contracts. The Reference Instrument for a U.S. Treasury futures contract is a U.S. Treasury
security. The Reference Instrument for a Eurodollar futures contract is the London Interbank Offered Rate (commonly referred to
as LIBOR); Eurodollar futures contracts enable the purchaser to obtain a fixed rate for the lending of funds over a stated period
of time and the seller to obtain a fixed rate for a borrowing of funds over that same period.
Index Futures
An index futures contract is an exchange-traded contract to make or receive a payment based upon changes in the value of an
index. An index is a statistical composite that measures changes in the value of designated Reference Instruments within
the index.
Security Futures
A security futures contract is an exchange-traded contract to purchase or sell in the future a specific quantity of a security
(other than a Treasury security) or a narrow-based securities index at a certain price. Presently, the only available security futures
contracts use shares of a single equity security as the Reference Instrument. However, it is possible that in the future security
futures contracts will be developed that use a single fixed-income security as the Reference Instrument.
Currency Futures and Currency Forward Contracts (Types of Futures Contracts)
A currency futures contract is an exchange-traded contract to buy or sell a particular currency at a specific price at some time
in the future (commonly three months or more). A currency forward contract is not an exchange-traded contract and an OTC
derivative that represents an obligation to purchase or sell a specific currency at a future date, at a price set at the time of the
contract and for a period agreed upon by the parties which may be either a window of time or a fixed number of days from the
date of the contract. Currency futures and forward contracts are highly volatile, with a relatively small price movement
potentially resulting in substantial gains or losses to the Fund. Additionally, the Fund may lose money on currency futures and
forward contracts if changes in currency rates do not occur as anticipated or if the Fund’s counterparty to the contract were
to default.
Option Contracts (A Type of Derivative)
Option contracts (also called
“
options
”
) are rights to buy or sell a Reference Instrument for a specified price (the
“
exercise
price
”
) during, or at the end of, a specified period. The seller (or writer) of the option receives a payment, or premium, from the
buyer, which the writer keeps regardless of whether the buyer uses (or exercises) the option. Options may be bought or sold on a
wide variety of Reference Instruments. Options that are written on futures contracts will be subject to margin requirements
similar to those applied to futures contracts.
The Fund may buy and/or sell the following types of options:
Call Options
A call option gives the holder (buyer) the right to buy the Reference Instrument from the seller (writer) of the option. The Fund
may use call options in the following ways:
■
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.
Put Options
A put option gives the holder the right to sell the Reference Instrument to the writer of the option. The Fund may use put
options in the following ways:
■
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.
The Fund may also buy or write options, as needed, to close out existing option positions.
Finally, the Fund may enter into combinations of options contracts in an attempt to benefit from changes in the prices of those
options contracts (without regard to changes in the value of the Reference Instrument).
Swap Contracts (A Type of Derivative)
A swap contract (also known as a
“
swap
”
) is a type of derivative contract in which two parties agree to pay each other (swap)
the returns derived from Reference Instruments. Most swaps do not involve the delivery of the underlying assets by either party,
and the parties might not own the Reference Instruments. The payments are usually made on a net basis so that, on any given
day, the Fund would receive (or pay) only the amount by which its payment under the contract is less than (or exceeds) the
amount of the other party’s payment. Swap agreements are sophisticated instruments that can take many different forms and are
known by a variety of names. Common swap agreements that the Fund may use include:
Interest Rate Swaps
Interest rate swaps are contracts in which one party agrees to make regular payments equal to a fixed or floating interest rate
times a stated principal amount (commonly referred to as a
“
notional principal amount
”
) in return for payments equal to a
different fixed or floating rate times the same principal amount, for a specific period. For example, a $10 million London
Interbank Offered Rate (commonly referred to as LIBOR) swap would require one party to pay the equivalent of the London
Interbank Offered Rate of interest (which fluctuates) on $10 million principal amount in exchange for the right to receive the
equivalent of a stated fixed rate of interest on $10 millionprincipal amount.
Caps and Floors (A Type of Swap Contract)
Caps and Floors are contracts in which one party agrees to make payments only if an interest rate or index goes above (Cap) or
below (Floor) a certain level in return for a fee from the other party.
Total Return Swaps
A total return swap is an agreement between two parties whereby one party agrees to make payments of the total return from a
Reference Instrument (or a basket of such instruments) during the specified period, in return for payments equal to a fixed or
floating rate of interest or the total return from another Reference Instrument. Alternately, a total return swap can be structured so
that one party will make payments to the other party if the value of a Reference Instrument increases, but receive payments from
the other party if the value of that instrument decreases.
Credit Default Swaps (Including Credit Default Swap Indexes)
A credit default swap (CDS) is an agreement between two parties whereby one party (the
“
Protection Buyer
”
) agrees to make
payments over the term of the CDS to the other party (the
“
Protection Seller
”
), provided that no designated event of default,
restructuring or other credit related event (each a
“
Credit Event
”
) occurs with respect to Reference Instrument that is usually a
particular bond, loan or the unsecured credit of an issuer, in general (the
“
Reference Obligation
”
). Many CDS are physically
settled, which means that if a Credit Event occurs, the Protection Seller must pay the Protection Buyer the full notional value, or
“
par value,
”
of the Reference Obligation in exchange for delivery by the Protection Buyer of the Reference Obligation or another
similar obligation issued by the issuer of the Reference Obligation (the
“
Deliverable Obligation
”
). The Counterparties agree to
the characteristics of the Deliverable Obligation at the time that they enter into the CDS. Alternately, a CDS can be
“
cash
settled,
”
which means that upon the occurrence of a Credit Event, the Protection Buyer will receive a payment from the
Protection Seller equal to the difference between the par amount of the Reference Obligation and its market value at the time of
the Credit Event. The Fund may be either the Protection Buyer or the Protection Seller in a CDS. If the Fund is a Protection
Buyer and no Credit Event occurs, the Fund will lose its entire investment in the CDS (i.e., an amount equal to the payments
made to the Protection Seller over the term of the CDS). However, if a Credit Event occurs, the Fund (as Protection Buyer) will
deliver the Deliverable Obligation and receive a payment equal to the full notional value of the Reference Obligation, even
though the Reference Obligation may have little or no value. If the Fund is the Protection Seller and no Credit Event occurs, the
Fund will receive a fixed rate of income throughout the term of the CDS. However, if a Credit Event occurs, the Fund (as
Protection Seller) will pay the Protection Buyer the full notional value of the Reference Obligation and receive the Deliverable
Obligation from the Protection Buyer. A CDS may involve greater risks than if the Fund invested directly in the Reference
Obligation. For example, a CDS may increase credit risk since the Fund has exposure to both the issuer of the Reference
Obligation and the Counterparty to the CDS.
Currency Swaps
Currency swaps are contracts which provide for interest payments in different currencies. The parties might agree to exchange
the notional principal amounts of the currencies as well (commonly called a
“
foreign exchange swap
”
).
Other Investments, Transactions, Techniques
Delayed Delivery Transactions
Delayed delivery transactions, including when issued transactions, are arrangements in which the Fund buys securities for a set
price, with payment and delivery of the securities scheduled for a future time. During the period between purchase and
settlement, no payment is made by the Fund to the issuer and no interest accrues to the Fund. The Fund records the transaction
when it agrees to buy the securities and reflects their value in determining the price of its shares. Settlement dates may be a
month or more after entering into these transactions so that the market values of the securities bought may vary from the
purchase prices. Therefore, delayed delivery transactions create interest rate risks for the Fund. Delayed delivery transactions also
involve credit risks in the event of a counterparty default.
Hybrid Instruments
Hybrid instruments combine elements of two different kinds of securities or financial instruments (such as a derivative
contract). Frequently, the value of a hybrid instrument is determined by reference to changes in the value of a Reference
Instrument (that is a designated security, commodity, currency, index or other asset or instrument including a derivative
contract). Hybrid instruments can take on many forms including, but not limited to, the following forms. First, a common form of
a hybrid instrument combines elements of a derivative contract with those of another security (typically a fixed-income security).
In this case all or a portion of the interest or principal payable on a hybrid security is determined by reference to changes in the
price of a Reference Instrument. Second, a hybrid instrument may also combine elements of a fixed-income security and an
equity security. Third, hybrid instruments may include convertible securities with conversion terms related to a
Reference Instrument.
Depending on the type and terms of the hybrid instrument, its risks may reflect a combination of the risks of investing in the
Reference Instrument with the risks of investing in other securities, currencies and derivative contracts. Thus, an investment in a
hybrid instrument may entail significant risks in addition to those associated with traditional securities or the Reference
Instrument. Hybrid instruments are also potentially more volatile than traditional securities or the Reference Instrument.
Moreover, depending on the structure of the particular hybrid, it may expose the Fund to leverage risks or carry liquidity risks.
Credit Linked Note (A Type of Hybrid Instrument)
A credit linked note (CLN) is a type of hybrid instrument in which a special purpose entity issues a structured note (the
“
Note
Issuer
”
) with respect to which the Reference Instrument is a single bond, a portfolio of bonds, or the unsecured credit of an
issuer, in general (each a
“
Reference Credit
”
). The purchaser of the CLN (the
“
Note Purchaser
”
) invests a par amount and
receives a payment during the term of the CLN that equals a fixed or floating rate of interest equivalent to a high rated funded
asset (such as a bank certificate of deposit) plus an additional premium that relates to taking on the credit risk of the Reference
Credit. Upon maturity of the CLN, the Note Purchaser will receive a payment equal to: (i) the original par amount paid to the
Note Issuer, if there is no occurrence of a designated event of default, restructuring or other credit event (each, a
“
Credit Event
”
)
with respect to the issuer of the Reference Credit or; (ii) the market value of the Reference Credit, if a Credit Event has occurred.
Depending upon the terms of the CLN, it is also possible that the Note Purchaser may be required to take physical delivery of the
Reference Credit in the event of a Credit Event. Most credit linked notes use a corporate bond (or a portfolio of corporate bonds)
as the Reference Credit. However, almost any type of fixed-income security (including foreign government securities), index or
derivative contract (such as a credit default swap) can be used as the Reference Credit.
Equity Linked Note (A Type of Hybrid Instrument)
An equity linked note (ELN) is a type of hybrid instrument that provides the noteholder with exposure to a single equity
security, a basket of equity securities, or an equity index (the
“
Reference Equity Instrument
”
). Typically, an ELN pays interest at
agreed rates over a specified time period and, at maturity, either converts into shares of a Reference Equity Instrument or returns
a payment to the noteholder based on the change in value of a Reference Equity Instrument.
Investing in Exchange-Traded Funds
The Fund may invest in exchange-traded funds (ETFs) as an efficient means of gaining broad exposure to the high yield bond
market. As with traditional mutual funds, ETFs charge asset-based fees, although these fees tend to be relatively low. ETFs are
traded on stock exchanges or on the over-the-counter market. ETFs do not charge initial sales charges or redemption fees and
investors pay only customary brokerage fees to buy and sell ETF shares.
Asset Segregation
In accordance with the Securities and Exchange Commission (SEC) and SEC staff positions regarding the interpretation of the
Investment Company Act of 1940 (
“
1940 Act
”
), with respect to derivatives that create a future payment obligation of the Fund,
the Fund must
“
set aside
”
(referred to sometimes as
“
asset segregation
”
) liquid assets, or engage in other SEC- or staff-approved
measures, while the derivative contracts are open. For example, with respect to forwards and futures contracts that are not
contractually required to
“
cash-settle,
”
the Fund must cover its open positions by setting aside cash or readily marketable
securities equal to the contracts’ full, notional value. With respect to forwards and futures that are contractually required to
“
cash-settle,
”
however, the Fund is permitted to set aside cash or readily marketable securities in an amount equal to the Fund’s daily
marked-to-market (net) obligations, if any (i.e., the Fund’s daily net liability, if any), rather than the notional value.
The Fund will employ another approach to segregating assets to cover options that it sells. If the Fund sells a call option, the
Fund will set aside either the Reference Instrument subject to the option, cash or readily marketable securities with a value that
equals or exceeds the current market value of the Reference Instrument. In no event, will the value of the cash or readily
marketable securities set aside by the Fund be less than the exercise price of the call option. If the Fund sells a put option, the
Fund will set aside cash or readily marketable securities with a value that equals or exceeds the exercise price of the put option.
The Fund’s asset segregation approach for swap agreements varies among different types of swaps. For example, if the Fund
enters into a credit default swap as the Protection Buyer, then it will set aside cash or readily marketable securities necessary to
meet any accrued payment obligations under the swap. By comparison, if the Fund enters into a credit default swap as the
Protection Seller, then the Fund will set aside cash or readily marketable securities equal to the full notional amount of the swap
that must be paid upon the occurrence of a Credit Event. For some other types of swaps, such as interest rate swaps, the Fund will
calculate the obligations of the counterparties to the swap on a net basis. Consequently, the Fund’s current obligation (or rights)
under this type of swap will equal only the net amount to be paid or received based on the relative values of the positions held by
each counterparty to the swap (the
“
net amount
”
). The net amount currently owed by or to the Fund will be accrued daily and the
Fund will set aside cash or readily marketable securities equal to any accrued but unpaid net amount owed by the Fund under
the swap.
The Fund may reduce the liquid assets segregated to cover obligations under a derivative contract by entering into an offsetting
derivative contract. For example, if the Fund sells a put option for the same Reference Instrument as a call option the Fund has
sold, and the exercise price of the call option is the same as or higher than the exercise price of the put option, then the Fund may
net its obligations under the options and set aside cash or readily marketable securities (including any margin deposited for the
options) with a value equal to the greater: of (a) the current market value of the Reference Instrument deliverable under the call
option; or (b) the exercise price of the put option.
By setting aside cash or readily marketable securities equal to only its net obligations under swaps and certain cash-settled
derivative contracts, the Fund will have the ability to employ leverage to a greater extent than if the Fund were required to
segregate cash or readily marketable securities equal to the full notional value of such contracts. The use of leverage involves
certain risks. See
“
Risk Factors.
”
Unless the Fund has other cash or readily marketable securities to set aside, it cannot trade
assets set aside in connection with derivative contracts or special transactions without entering into an offsetting derivative
contract or terminating a special transaction. This may cause the Fund to miss favorable trading opportunities or to realize losses
on derivative contracts or special transactions. The Fund reserves the right to modify its asset segregation policies in the future to
comply with any changes in the positions articulated from time to time by the SEC and its staff.
Generally, special transactions do not cash-settle on a net basis. Consequently, with respect to special transactions, the Fund
will set aside cash or readily marketable securities with a value that equals or exceeds the Fund’s obligations.
INTER-FUND BORROWING AND THIRD-PARTY LENDING ARRANGEMENTS
Inter-Fund Borrowing
The Securities and Exchange Commission (SEC) has granted an exemption that permits the Fund and all other funds
(
“
Federated Hermes funds
”
) advised by subsidiaries of Federated Hermes, Inc. (
“
Federated Hermes,
”
formerly, Federated
Investors, Inc.) to lend and borrow money for certain temporary purposes directly to and from other Federated Hermes funds.
Participation in this inter-fund lending program is voluntary for both borrowing and lending Federated Hermes funds, and an
inter-fund loan is only made if it benefits each participating Federated Hermes fund. Federated Hermes administers the program
according to procedures approved by the Fund’s Board, and the Board monitors the operation of the program. Any inter-fund
loan must comply with certain conditions set out in the exemption, which are designed to assure fairness and protect all
participating Federated Hermes funds.
For example, inter-fund lending is permitted only: (a) to meet shareholder redemption requests; (b) to meet commitments
arising from
“
failed
”
trades; and (c) for other temporary purposes. All inter-fund loans must be repaid in seven days or less. The
Fund’s participation in this program must be consistent with its investment policies and limitations, and must meet certain
percentage tests. Inter-fund loans may be made only when the rate of interest to be charged is more attractive to the lending
Federated Hermes fund than market-competitive rates on overnight repurchase agreements (
“
Repo Rate
”
)
and
more attractive to
the borrowing Federated Hermes fund than the rate of interest that would be charged by an unaffiliated bank for short-term
borrowings (
“
Bank Loan Rate
”
), as determined by the Board. The interest rate imposed on inter-fund loans is the average of the
Repo Rate and the Bank Loan Rate.
Third-Party Line of Credit
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 Fund, failed trades, payment of dividends, settlement of trades
and for other short-term, temporary or emergency general business purposes. The Fund cannot borrow under the LOC if an
inter-fund loan is outstanding. The Fund’s ability to borrow under the LOC also is subject to the limitations of the 1940 Act and
various conditions precedent that must be satisfied before the Fund can borrow. Loans under the LOC are charged interest at a
fluctuating rate per annum equal to the highest, on any day, of: (a) (i) the federal funds effective rate; (ii) the one-month London
Interbank Offered Rate (LIBOR), or a replacement rate as appropriate; and (iii) 0.0%; plus (b) a margin. Any fund eligible to
borrow under the LOC pays its pro rata share of an upfront fee, and its pro rata share of a commitment fee based on the amount
of the lenders’ commitment that has not been utilized, quarterly in arrears and at maturity. As of the date of this Statement of
Additional Information, there were no outstanding loans.
LIQUIDITY RISK MANAGEMENT PROGRAM
The Fund has adopted and implemented a written liquidity risk management program (LRMP) and related procedures to assess
and manage the liquidity risk of the Fund in accordance with Section 22(e) of the 1940 Act and Rule 22e-4 thereunder. The
Board has designated the Adviser, together with Federated Hermes, Inc.’s (
“
Federated Hermes,
”
formerly, Federated Investors,
Inc.) other affiliated registered investment advisory subsidiaries that serve as investment advisers to other Federated Hermes
funds, to collectively serve as the administrator of the LRMP and the related procedures (the
“
Administrator
”
). Rule 22e-4
defines
“
liquidity risk
”
as the risk that the Fund will be unable to meet requests to redeem shares issued by the Fund without
significant dilution of the remaining investors’ interests in the Fund. As a part of the LRMP, the Administrator is responsible for
classifying the liquidity of the Fund’s portfolio investments in accordance with Rule 22e-4. As part of the LRMP, the
Administrator is also responsible for assessing, managing and periodically reviewing the Fund’s liquidity risk, for making
periodic reports to the Board and the SEC regarding the liquidity of the Fund’s investments, and for notifying the Board and the
SEC of certain liquidity events specified in Rule 22e-4. The liquidity of the Fund’s portfolio investments is determined based on
relevant market, trading and investment-specific considerations under the LRMP.
Investment Risks
There are many risk factors which may affect an investment in the Fund. The Fund’s principal risks are described in its
Prospectus. The following information is either additional information in respect of a principal risk factor referenced in the
Prospectus or information in respect of a non-principal risk factor applicable to the Fund (in which case there is no related
disclosure in the Prospectus).
Call Risk
Call risk is the possibility that an issuer may redeem a fixed-income security before maturity (a
“
call
”
) at a price below its
current market price. An increase in the likelihood of a call may reduce the security’s price.
If a fixed-income security is called, the Fund may have to reinvest the proceeds in other fixed-income securities with lower
interest rates, higher credit risks, or other less favorable characteristics.
Credit Enhancement Risk
The securities in which the Fund invests may be subject to credit enhancement (for example, guarantees, letters of credit or
bond insurance). Credit enhancement is designed to help assure timely payment of the security; it does not protect the Fund
against losses caused by declines in a security’s value due to changes in market conditions. Securities subject to credit
enhancement generally would be assigned a lower credit rating if the rating were based primarily on the credit quality of the
issuer without regard to the credit enhancement. If the credit quality of the credit enhancement provider (for example, a bank or
bond insurer) is downgraded, the rating on a security credit enhanced by such credit enhancement provider also may
be downgraded.
A single enhancement provider may provide credit enhancement to more than one of the Fund’s investments. Having multiple
securities credit enhanced by the same enhancement provider will increase the adverse effects on the Fund that are likely to result
from a downgrading of, or a default by, such an enhancement provider. Adverse developments in the banking or bond insurance
industries also may negatively affect the Fund, as the Fund may invest in securities credit enhanced by banks or by bond insurers
without limit. Bond insurers that provide credit enhancement for large segments of the fixed income markets, including the
municipal bond market, may be more susceptible to being downgraded or defaulting during recessions or similar periods of
economic stress.
Stock Market Risk
The value of equity securities in the Fund’s portfolio will rise and fall over time. These fluctuations could be a sustained trend
or a drastic movement. Historically, the equity market has moved in cycles, and the value of the Fund’s securities may fluctuate
from day to day. The Fund’s portfolio will reflect changes in prices of individual portfolio stocks or general changes in stock
valuations. Consequently, the Fund’s Share price may decline. The Adviser attempts to manage market risk by limiting the
amount the Fund invests in each company’s equity securities. However, diversification will not protect the Fund against
widespread or prolonged declines in the stock market. Information publicly available about a company, whether from the
company’s financial statements or other disclosures or from third parties, or information available to some but not all market
participants, can affect the price of a company’s shares in the market. The price of a company’s shares depends significantly on
the information publicly available about the company. The reporting of poor results by a company, the restatement of a
company’s financial statements or corrections to other information regarding a company or its business may adversely affect the
price of its shares, as would allegations of fraud or other misconduct by the company’s management. The Fund may also be
disadvantaged if some market participants have access to material information not readily available to other market participants,
including the Fund.
Risk of Investing in Loans
In addition to the risks generally associated with debt instruments, such as credit, market, interest rate, liquidity and derivatives
risks, bank loans are also subject to the risk that the value of the collateral securing a loan may decline, be insufficient to meet the
obligations of the borrower or be difficult to liquidate. The Fund’s access to the collateral may be limited by bankruptcy, other
insolvency laws or by the type of loan the Fund has purchased. For example, if the Fund purchases a participation instead of an
assignment, it would not have direct access to collateral of the borrower. As a result, a floating rate loan may not be fully
collateralized and can decline significantly in value. Additionally, collateral on loan instruments may consist of assets that may
not be readily liquidated, and there is no assurance that the liquidation of such assets will satisfy a borrower’s obligations under
the instrument. Loans generally are subject to legal or contractual restrictions on resale.
Loans and other forms of indebtedness may be structured such that they are not securities under securities laws. As such, it is
unclear whether loans and other forms of direct indebtedness offer securities law protections, such as those against fraud and
misrepresentation. In the absence of definitive regulatory guidance, while there can be no assurance that fraud or
misrepresentation will not occur with respect to the loans and other investments in which the Fund invests, the Fund relies on the
Adviser’s research in an attempt to seek to avoid situations where fraud or misrepresentation could adversely affect the Fund.
Agent Insolvency Risk
In a syndicated loan, the agent bank is the bank that undertakes the bulk of the administrative duties involved in the day-to-day
administration of the loan. In the event of the insolvency of an agent bank, a loan could be subject to settlement risk as well as
the risk of interruptions in the administrative duties performed in the day-to-day administration of the loan (such as processing
LIBOR calculations, processing draws, etc.).
Loan Prepayment Risk
During periods of declining interest rates or for other purposes, borrowers may exercise their option to prepay principal earlier
than scheduled which may force the Fund to reinvest in lower-yielding debt instruments.
Loan Liquidity Risk
Loan instruments generally are subject to legal or contractual restrictions on resale. The liquidity of loans, including the
volume and frequency of secondary market trading in such loans, varies significantly over time and among individual loans. For
example, if the credit quality of a loan unexpectedly declines significantly, secondary market trading in that loan can also decline
for a period of time. During periods of infrequent trading, valuing a loan can be more difficult and buying and selling a loan at an
acceptable price can be more difficult and delayed. Difficulty in selling a loan can result in a loss.
Loans may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in
disposing of loans may require weeks to complete. Thus, transactions in loan instruments may take longer than seven days to
settle. This could pose a liquidity risk to the Fund and, if the Fund’s exposure to such investments is substantial, could impair the
Fund’s ability to meet shareholder redemptions in a timely manner.
Risk of Investing in Derivative Contracts and Hybrid Instruments
The Fund’s exposure to derivative contracts and hybrid instruments (either directly or through its investment in another
investment company) involves risks different from, or possibly greater than, the risks associated with investing directly in
securities and other traditional investments. First, changes in the value of the derivative contracts and hybrid instruments in
which the Fund invests may not be correlated with changes in the value of the underlying Reference Instruments or, if they are
correlated, may move in the opposite direction than originally anticipated. Second, while some strategies involving derivatives
may reduce the risk of loss, they may also reduce potential gains or, in some cases, result in losses by offsetting favorable price
movements in portfolio holdings. Third, there is a risk that derivative contracts and hybrid instruments may be erroneously priced
or improperly valued and, as a result, the Fund may need to make increased cash payments to the counterparty. Fourth, exposure
to derivative contracts and hybrid instruments may have tax consequences to the Fund and its shareholders. For example,
derivative contracts and hybrid instruments may cause the Fund to realize increased ordinary income or short-term capital gains
(which are treated as ordinary income for Federal income tax purposes) and, as a result, may increase taxable distributions to
shareholders. In addition, under certain circumstances certain derivative contracts and hybrid instruments may cause the Fund to:
(a) incur an excise tax on a portion of the income related to those contracts and instruments; and/or (b) reclassify, as a return of
capital, some or all of the distributions previously made to shareholders during the fiscal year as dividend income. Fifth, a
common provision in OTC derivative contracts permits the counterparty to terminate any such contract between it and the Fund,
if the value of the Fund’s total net assets declines below a specified level over a given time period. Factors that may contribute to
such a decline (which usually must be substantial) include significant shareholder redemptions and/or a marked decrease in the
market value of the Fund’s investments. Any such termination of the Fund’s OTC derivative contracts may adversely affect the
Fund (for example, by increasing losses and/or costs, and/or preventing the Fund from fully implementing its investment
strategies). Sixth, the Fund may use a derivative contract to benefit from a decline in the value of a Reference Instrument. If the
value of the Reference Instrument declines during the term of the contract, the Fund makes a profit on the difference (less any
payments the Fund is required to pay under the terms of the contract). Any such strategy involves risk. There is no assurance that
the Reference Instrument will decline in value during the term of the contract and make a profit for the Fund. The Reference
Instrument may instead appreciate in value creating a loss for the Fund. Seventh, a default or failure by a CCP or an FCM (also
sometimes called a
“
futures broker
”
), or the failure of a contract to be transferred from an Executing Dealer to the FCM for
clearing, may expose the Fund to losses, increase its costs, or prevent the Fund from entering or exiting derivative positions,
accessing margin or fully implementing its investment strategies. The central clearing of a derivative and trading of a contract
over a SEF could reduce the liquidity in, or increase costs of entering into or holding, any contracts. Finally, derivative contracts
and hybrid instruments may also involve other risks described herein or in the Fund’s prospectus, such as stock market, interest
rate, credit, currency, liquidity and leverage risks.
Real Estate Investment Trust (REIT) Risk
Real estate investment trusts (REITs), including foreign REITs and REIT-like entities, are subject to risks associated with the
ownership of real estate. Some REITs experience market risk due to investment in a limited number of properties, in a narrow
geographic area, or in a single property type, which increases the risk that such REIT could be unfavorably affected by the poor
performance of a single investment or investment type. These companies are also sensitive to factors such as changes in real
estate values and property taxes, interest rates, cash flow of underlying real estate assets, supply and demand and the
management skill and creditworthiness of the issuer. Borrowers could default on or sell investments that a REIT holds, which
could reduce the cash flow needed to make distributions to investors. In addition, REITs may also be affected by tax and
regulatory requirements impacting the REITs’ ability to qualify for preferential tax treatments or exemptions. REITs require
specialized management and pay management expenses. REITs also are subject to physical risks to real property, including
weather, natural disasters, terrorist attacks, war, or other events that destroy real property. Foreign REITs and REIT-like entities
can also be subject to currency risk, emerging market risk, limited public information, illiquid trading and the impact of
local laws.
REITs include equity REITs and mortgage REITs. Equity REITs may be affected by changes in the value of the underlying
property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. Further, equity and
mortgage REITs are dependent upon management skills and generally may not be diversified. Equity and mortgage REITs are
also subject to heavy cash flow dependency, defaults by borrowers and self-liquidations. In addition, equity and mortgage REITs
could possibly fail to qualify for tax-free pass-through of income under applicable tax laws or to maintain their exemptions from
registration under the Investment Company Act of 1940, as amended. The above factors may also adversely affect a borrower’s
or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may
experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its
investments. In addition, even many of the larger REITs in the industry tend to be small to medium-sized companies in relation
to the equity markets as a whole.
Effective for taxable years beginning after December 31, 2017, the Tax Cuts and Jobs Act generally allows individuals and
certain non-corporate entities, such as partnerships, a deduction for 20% of qualified REIT dividends. Recently issued proposed
regulations allow a regulated investment company to pass the character of its qualified REIT dividends through to its
shareholders provided certain holding period requirements are met.
Risk Associated with the Investment Activities of Other Accounts
Investment decisions for the Fund are made independently from those of other accounts managed by the Adviser and accounts
managed by affiliates of the Adviser. Therefore, it is possible that investment-related actions taken by such other accounts could
adversely impact the Fund with respect to, for example, the value of Fund portfolio holdings, and/or prices paid to or received by
the Fund on its portfolio transactions, and/or the Fund’s ability to obtain or dispose of portfolio securities. Related considerations
are discussed elsewhere in this SAI under
“
Brokerage Transactions and Investment Allocation.
”
Exchange-Traded Funds Risk
An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is
not exchange traded) that has the same investment objectives, strategies and policies. The price of an ETF can fluctuate up or
down, and the Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition,
ETFs may be subject to the following risks that do not apply to conventional funds: (i) the market price of an ETF’s shares may
trade above or below their net asset value; (ii) an active trading market for an ETF’s shares may not develop or be maintained; or
(iii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are
delisted from the exchange or the activation of market-wide
“
circuit breakers
”
(which are tied to large decreases in stock prices)
halts stock trading generally.
LIBOR Risk
Certain derivatives or debt securities, or other financial instruments in which the Fund may invest, as well as the Fund’s
committed, revolving line of credit agreement, utilize or may utilize in the future the London Interbank Offered Rate (LIBOR) as
the reference or benchmark rate for interest rate calculations. LIBOR is a measure of the average interest rate at which major
global banks can borrow from one another. It is quoted in multiple currencies and tenors using data reported by a panel of
private-sector banks. Following allegations of rate manipulation in 2012 and concerns regarding its thin liquidity, the use of
LIBOR came under increasing pressure, and in July 2017, the U.K. Financial Conduct Authority, which regulates LIBOR,
announced that it will stop encouraging banks to provide the quotations needed to sustain LIBOR after 2021. This may cause
LIBOR to cease to be published. LIBOR panel banks have agreed to submit quotations to LIBOR through the end of 2021.
Before then, it is expected that market participants will transition to the use of different reference or benchmark rates. However,
there is currently no definitive information regarding the future utilization of LIBOR or of any particular replacement rate.
Regulators have suggested alternative reference rates, but global consensus is lacking and the process for amending existing
contracts or instruments to transition away from LIBOR remains unclear.
While it is expected that market participants will amend financial instruments referencing LIBOR to include fallback
provisions and other measures that contemplate the discontinuation of LIBOR or other similar market disruption events, neither
the effect of the transition process nor the viability of such measures is known. While market participants have begun
transitioning away from LIBOR, there are obstacles to converting certain longer term securities and transactions to a new
benchmark or benchmarks. The effectiveness of multiple alternative reference rates as opposed to one primary reference rate has
not been determined. The effectiveness of alternative reference rates used in new or existing financial instruments and products
has also not yet been determined. As market participants transition away from LIBOR, LIBOR’s usefulness may deteriorate,
which could occur prior to the end of 2021. The transition process may lead to increased volatility and illiquidity in markets that
currently rely on LIBOR to determine interest rates. LIBOR’s deterioration may adversely affect the liquidity and/or market
value of securities that use LIBOR as a benchmark interest rate, including securities and other financial instruments held by the
Fund. Further, the utilization of an alternative reference rate, or the transition process to an alternative reference rate, may
adversely affect the Fund’s performance.
CYBERSECURITY RISK
Like other funds and business enterprises, Federated Hermes’ business relies on the security and reliability of information and
communications technology, systems and networks. Federated Hermes uses digital technology, including, for example,
networked systems, email and the Internet, to conduct business operations and engage clients, customers, employees, products,
accounts, shareholders, and relevant service providers, among others. Federated Hermes, as well as its funds and certain service
providers, also generate, compile and process information for purposes of preparing and making filings or reports to
governmental agencies, and a cybersecurity attack or incident that impacts that information, or the generation and filing
processes, may prevent required regulatory filings and reports from being made. The use of the Internet and other electronic
media and technology exposes the Fund, the Fund’s shareholders, and the Fund’s service providers, and their respective
operations, to potential risks from cybersecurity attacks or incidents (collectively,
“
cyber-events
”
).
Cyber-events can result from intentional (or deliberate) attacks or unintentional events by insiders or third parties, including
cybercriminals, competitors, nation-states and
“
hacktivists,
”
among others. Cyber-events may include, for example, phishing, use
of stolen access credentials, unauthorized access to systems, networks or devices (such as, for example, through
“
hacking
”
activity), structured query language attacks, infection from or spread of malware, ransomware, computer viruses or other
malicious software code, corruption of data, and attacks (including, but not limited to, denial of service attacks on websites)
which shut down, disable, slow, impair or otherwise disrupt operations, business processes, technology, connectivity or website
or internet access, functionality or performance. Like other funds and business enterprises, the Fund and its service providers
have experienced, and will continue to experience, cyber-events on a daily basis. In addition to intentional cyber-events,
unintentional cyber-events can occur, such as, for example, the inadvertent release of confidential information. To date,
cyber-events have not had a material adverse effect on the Fund’s business operations or performance.
Cyber-events can affect, potentially in a material way, Federated Hermes’ relationships with its customers, employees,
products, accounts, shareholders and relevant service providers. Any cyber-event could adversely impact the Fund and its
shareholders and cause the Fund to incur financial loss and expense, as well as face exposure to regulatory penalties, reputational
damage and additional compliance costs associated with corrective measures. A cyber-event may cause the Fund, or its service
providers, to lose proprietary information, suffer data corruption, lose operational capacity (such as, for example, the loss of the
ability to process transactions, calculate the Fund’s NAV, or allow shareholders to transact business or other disruptions to
operations), and/or fail to comply with applicable privacy and other laws. Among other potentially harmful effects, cyber-events
also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support the
Fund and its service providers. In addition, cyber-events affecting issuers in which the Fund invests could cause the Fund’s
investments to lose value.
The Fund’s Adviser and its relevant affiliates have established risk management systems reasonably designed to seek to reduce
the risks associated with cyber-events. The Fund’s Adviser employs various measures aimed at mitigating cybersecurity risk,
including, among others, use of firewalls, system segmentation, system monitoring, virus scanning, periodic penetration testing,
employee phishing training and an employee cybersecurity awareness campaign. Among other vendor management efforts,
Federated Hermes also conducts due diligence on key service providers (or vendors) relating to cybersecurity. Federated Hermes
has established a committee to oversee Federated Hermes’ information security and data governance efforts, and updates on
cyber-events and risks are reviewed with relevant committees, as well as Federated Hermes’ and the Fund’s Boards of Directors
or Trustees (or a committee thereof), on a periodic (generally quarterly) basis (and more frequently when circumstances warrant)
as part of risk management oversight responsibilities. However, there is no guarantee that the efforts of Federated Hermes, the
Fund’s Adviser or its affiliates, or other service providers, will succeed, either entirely or partially as there are limits on Federated
Hermes’ and the Fund’s ability to prevent, detect or mitigate cyber-events. Among other reasons, the cybersecurity landscape is
constantly evolving, the nature of malicious cyber-events is becoming increasingly sophisticated and the Fund’s Adviser, and its
relevant affiliates, cannot control the cyber systems and cybersecurity systems of issuers or third-party service providers.
Investment Objective and Investment Limitations
The Fund’s investment objective is to seek current income and long-term capital appreciation alongside positive societal
impact. The investment objective may be changed by the Fund’s Board of Trustees (the
“
Board
”
) without shareholder approval.
Investment limitations
Diversification
With respect to securities comprising 75% of the value of its total assets, the Fund will not purchase securities of any one
issuer (other than cash; cash items; securities issued or guaranteed by the government of the United States or its agencies or
instrumentalities and repurchase agreements collateralized by such U.S. government securities; and securities of other investment
companies) if, as a result, more than 5% of the value of its total assets would be invested in the securities of that issuer, or the
Fund would own more than 10% of the outstanding voting securities of that issuer.
Concentration
The Fund will not make investments that will result in the concentration of its investments in the securities of issuers primarily
engaged in the same industry or group of industries. For purposes of this restriction, the term concentration has the meaning set
forth in the Investment Company Act of 1940 (
“
1940 Act
”
), any rule or order thereunder, or any SEC staff interpretation thereof.
Government securities and municipal securities will not be deemed to constitute an industry.
Underwriting
The Fund may not underwrite the securities of other issuers, except that the Fund may engage in transactions involving the
acquisition, disposition or resale of its portfolio securities, under circumstances where it may be considered to be an underwriter
under the Securities Act of 1933.
Investing in Commodities
The Fund may not purchase or sell physical commodities, provided that the Fund may purchase securities of companies that
deal in commodities. For purposes of this restriction, investments in transactions involving futures contracts and options, forward
currency contracts, swap transactions and other financial contracts that settle by payment of cash are not deemed to be
investments in commodities.
Investing in Real Estate
The Fund may not purchase or sell real estate, provided that this restriction does not prevent the Fund from investing in issuers
which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured
by real estate or interests therein. The Fund may exercise its rights under agreements relating to such securities, including the
right to enforce security interests and to hold real estate acquired by reason of such enforcement until that real estate can be
liquidated in an orderly manner.
Borrowing Money and Issuing Senior Securities
The Fund may borrow money, directly or indirectly, and issue senior securities to the maximum extent permitted under the
1940 Act, any rule or order there under, or any SEC staff interpretation thereof.
Lending
The Fund may not make loans, provided that this restriction does not prevent the Fund from purchasing debt obligations,
entering into repurchase agreements, lending its assets to broker/dealers or institutional investors and investing in loans,
including assignments and participation interests.
The above limitations cannot be changed unless authorized by the Board and by the vote of a majority of the Fund’s
outstanding voting securities, as defined by the 1940 Act, which means the lesser of (a) 67% of the shares of the Fund
present or represented by proxy at a meeting if the holders of more than 50% of the outstanding shares are present or
represented at the meeting or (b) more than 50% of the outstanding shares of the Fund. The following limitations,
however, may be changed by the Board without shareholder approval. Shareholders will be notified before any material
change in these limitations becomes effective.
Illiquid Securities
The Fund will not purchase securities for which there is no readily available market, or enter into repurchase agreements or
purchase time deposits that the Fund cannot dispose of within seven days, if immediately after and as a result, the value of such
securities would exceed, in the aggregate, 15% of the Fund’s net assets.
Purchases on Margin
The Fund will not purchase securities on margin, provided that the Fund may obtain short-term credits necessary for the
clearance of purchases and sales of securities and further provided that the Fund may make margin deposits in connection with its
use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or
derivative instruments.
Pledging Assets
The Fund will not mortgage, pledge or hypothecate any of its assets, provided that this shall not apply to the transfer of
securities in connection with any permissible borrowing or to collateral arrangements in connection with permissible activities.
Non-Fundamental Names Rule Policy
The Fund will invest its assets so that, under normal circumstances, at least 80% of its net assets (plus any borrowing for
investment purposes) are invested in fixed-income investments rated below investment-grade. The Fund will notify shareholders
at least 60 days in advance of any change in its investment policy that would enable the Fund to invest, under normal
circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in fixed-income investments rated
below investment-grade.
Additional Information
For purposes of the above limitations, the Fund considers certificates of deposit and demand and time deposits issued by a
U.S. branch of a domestic bank or savings association having capital, surplus, and undivided profits in excess of $100,000,000 at
the time of investment to be
“
cash items
”
and
“
bank instruments.
”
Except with respect to borrowing money, if a percentage
limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or
net assets will not result in a violation of such limitation.
In applying the concentration restriction: (a) utility companies will be divided according to their services (for example, gas, gas
transmission, electric and telephone will be considered a separate industry); (b) financial service companies will be classified
according to the end users of their services (for example, automobile finance, bank finance and diversified finance will each be
considered a separate industry); (c) asset-backed securities will be classified according to the underlying assets securing such
securities; (d) municipal securities shall exclude private activity municipal debt securities, which are principally backed by the
assets and revenues of the non-governmental user of the funds generated by securities issuance; and (e) the Fund will typically
consider (i.e., look through to) the concentration of an investment company in which it invests only if that investment company is
itself a concentrated portfolio.
To conform to the current view of the SEC that only domestic bank deposit instruments may be excluded from industry
concentration limitations, as a matter of non-fundamental policy, the Fund will not exclude foreign bank instruments from
industry concentration limitations so long as the policy of the SEC remains in effect. In addition, investments in bank
instruments, and investments in certain industrial development bonds funded by activities in a single industry, will be deemed to
constitute investment in an industry, except when held for temporary defensive purposes. The investment of more than 25% of
the value of the Fund’s total assets in any one industry will constitute
“
concentration.
”
For purposes of the above limitations, municipal securities are those securities issued by governments or political subdivisions
of governments.
In applying the borrowing limitation, in accordance with Section 18(f)(1) of the 1940 Act and current SEC rules and guidance,
the Fund is permitted to borrow money, directly or indirectly, provided that immediately after any such borrowing, the Fund has
asset coverage of at least 300% for all of the Fund’s borrowings and provided further that in the event that such asset coverage
shall at any time fall below 300% the Fund shall, within three business days, reduce the amount of its borrowings to an extent
that the asset coverage of such borrowings shall be at least 300%.
As a matter of non-fundamental policy, for purposes of the illiquid securities policy, illiquid securities are securities that the
Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the
sale or disposition significantly changing the market value of the investment.
What Do Shares Cost?
Determining Market Value of Securities
A Share’s net asset value (NAV) is determined as of the end of regular trading on the New York Stock Exchange (NYSE)
(normally 4:00 p.m. Eastern time) each day the NYSE is open. The Fund calculates the NAV of each class by valuing the assets
allocated to the Share’s class, subtracting the liabilities allocated to each class and dividing the balance by the number of Shares
of the class outstanding. The NAV for each class of Shares may differ due to the level of expenses allocated to each class as well
as a result of the variance between the amount of accrued investment income and capital gains or losses allocated to each class
and the amount actually distributed to shareholders of each class. The NAV is calculated to the nearest whole cent per Share.
In calculating its NAV, the Fund generally values investments as follows:
■
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.
If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, if the Fund
cannot obtain price evaluations from a pricing service or from more than one dealer for an investment within a reasonable period
of time as set forth in the Fund’s valuation policies and procedures, or if information furnished by a pricing service, in the
opinion of the Valuation Committee, is deemed not representative of the fair value of such security, the Fund will use the fair
value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund
could purchase or sell an investment at the price used to calculate the Fund’s NAV. The Fund will not use a pricing service or
dealer who is an affiliated person of the Adviser to value investments.
Noninvestment assets and liabilities are valued in accordance with U.S. Generally Accepted Accounting Principles (GAAP).
The NAV calculation includes expenses, dividend income, interest income, other income and realized and unrealized investment
gains and losses through the date of the calculation. Changes in holdings of investments and in the number of outstanding Shares
are included in the calculation not later than the first business day following such change. Any assets or liabilities denominated in
foreign currencies are converted into U.S. dollars using an exchange rate obtained from one or more currency dealers.
The Fund follows procedures that are common in the mutual fund industry regarding errors made in the calculation of its
NAV. This means that, generally, the Fund will not correct errors of less than one cent per Share or errors that did not result in
net dilution to the Fund.
Fair Valuation and Significant Events Procedures
The Board has ultimate responsibility for determining the fair value of investments for which market quotations are not readily
available. The Board has appointed a Valuation Committee comprised of officers of the Fund, the Adviser and certain of the
Adviser’s affiliated companies to assist in determining fair value and in overseeing the calculation of the NAV. The Board has
also authorized the use of pricing services recommended by the Valuation Committee to provide price evaluations of the current
fair value of certain investments for purposes of calculating the NAV.
Pricing Service Valuations.
Based on the recommendations of the Valuation Committee, the Board has authorized the Fund,
subject to Board oversight, to use pricing services that provide daily fair value evaluations of the current value of certain
investments, primarily fixed-income securities and OTC derivatives contracts. Different pricing services may provide different
price evaluations for the same security because of differences in their methods of evaluating market values. Factors considered by
pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity,
call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers and
general market conditions. A pricing service may find it more difficult to apply these and other factors to relatively illiquid or
volatile investments, which may result in less frequent or more significant changes in the price evaluations of these investments.
If a pricing service determines that it does not have sufficient information to use its standard methodology, it may evaluate an
investment based on the present value of what investors can reasonably expect to receive from the issuer’s operations
or liquidation.
Special valuation considerations may apply with respect to the Fund’s
“
odd-lot
”
positions, if any, as the Fund may receive
lower prices when it sells such positions than it would receive for sales of institutional round lot positions. Typically, these
securities are valued assuming orderly transactions of institutional round lot sizes, but the Fund may hold or, from time to time,
transact in such securities in smaller, odd lot sizes.
The Valuation Committee engages in oversight activities with respect to the Fund’s pricing services, which includes, among
other things, monitoring significant or unusual price fluctuations above predetermined tolerance levels from the prior day,
back-testing of pricing services’ prices against actual sale transactions, conducting periodic due diligence meetings and reviews,
and periodically reviewing the inputs, assumptions and methodologies used by these pricing services. If information furnished by
a pricing service is not readily available or, in the opinion of the Valuation Committee, is deemed not representative of the fair
value of such security, the security will be fair valued by the Valuation Committee in accordance with procedures established by
the Trustees as discussed below in
“
Fair Valuation Procedures.
”
Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a
“
bid
”
evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid
and asked for the investment (a
“
mid
”
evaluation). The Fund normally uses bid evaluations for any U.S. Treasury and Agency
securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for any other types of
fixed-income securities and any OTC derivative contracts.
Fair Valuation Procedures.
The Board has established procedures for determining the fair value of investments for which
price evaluations from pricing services or dealers and market quotations are not readily available. The procedures define an
investment’s
“
fair value
”
as the price that the Fund might reasonably expect to receive upon its current sale. The procedures
assume that any sale would be made to a willing buyer in the ordinary course of trading. The procedures require consideration of
factors that vary based on the type of investment and the information available. Factors that may be considered in determining an
investment’s fair value include: (1) the last reported price at which the investment was traded; (2) information provided by
dealers or investment analysts regarding the investment or the issuer; (3) changes in financial conditions and business prospects
disclosed in the issuer’s financial statements and other reports; (4) publicly announced transactions (such as tender offers and
mergers) involving the issuer; (5) comparisons to other investments or to financial indices that are correlated to the investment;
(6) with respect to fixed-income investments, changes in market yields and spreads; (7) with respect to investments that have
been suspended from trading, the circumstances leading to the suspension; and (8) other factors that might affect the
investment’s value.
The Valuation Committee is responsible for the day-to-day implementation of these procedures subject to Board oversight.
The Valuation Committee may also authorize the use of a financial valuation model to determine the fair value of a specific type
of investment. The Board periodically reviews and approves the fair valuations made by the Valuation Committee and any
changes made to the procedures.
Using fair value to price investments may result in a value that is different from an investment’s most recent closing price and
from the prices used by other mutual funds to calculate their NAVs. The application of the fair value procedures to an investment
represent a good faith determination of an investment’s fair value. There can be no assurance that the Fund could obtain the fair
value assigned to an investment if it sold the investment at approximately the time at which the Fund determines its NAV per
share, and the actual value could be materially different.
Significant Events.
The Board has adopted procedures requiring an investment to be priced at its fair value whenever the
Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the
price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered
significant if there is both an affirmative expectation that the investment’s value will change in response to the event and a
reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of
the principal market on which a security is traded, or the time of a price evaluation provided by a pricing service or a
dealer, include:
■
With respect to securities traded principally in foreign markets, significant trends in U.S. equity markets or in the trading of
foreign securities index futures contracts;
■
Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities
are traded; and
■
Announcements concerning matters such as acquisitions, recapitalizations or litigation developments, or a natural disaster
affecting the issuer’s operations or regulatory changes or market developments affecting the issuer’s industry.
The Board has adopted procedures whereby the Valuation Committee uses a pricing service to provide factors to update the
fair value of equity securities traded principally in foreign markets from the time of the close of their respective foreign stock
exchanges to the pricing time of the Fund. The pricing service uses models that correlate changes between the closing and
opening price of equity securities traded primarily in non-U.S. markets to changes in prices in U.S.-traded securities and
derivative contracts. The pricing service seeks to employ the model that provides the most significant correlation based on a
periodic review of the results. The model uses the correlation to adjust the reported closing price of a foreign equity security
based on information available up to the close of the NYSE.
For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing
sources. If a reliable alternative pricing source is not available, the fair value of the investment is determined using the methods
discussed above in
“
Fair Valuation Procedures.
”
The Board has ultimate responsibility for any fair valuations made in response
to a significant event.
How is the Fund Sold?
Under the Distributor’s Contract with the Fund, the Distributor (
“
Federated Securities Corp.
”
) offers Shares on a continuous,
best-efforts basis.
Additional Payments To Financial Intermediaries
The Distributor may pay out of its own resources amounts to certain financial intermediaries, including broker-dealers, banks,
registered investment advisers, independent financial planners and retirement plan administrators. In some cases, such payments
may be made by, or funded from the resources of, companies affiliated with the Distributor (including the Adviser). While
Financial Industry Regulatory Authority, Inc. (FINRA) regulations limit the sales charges that you may bear, there are no limits
with regard to the amounts that the Distributor may pay out of its own resources. In addition to the payments which are generally
described herein and in the Prospectus, the financial intermediary also may receive payments under the Rule 12b-1 Plan and/or
Service Fees. In connection with these payments, the financial intermediary may elevate the prominence or profile of the Fund
and/or other Federated Hermes funds within the financial intermediary’s organization by, for example, placement on a list of
preferred or recommended funds and/or granting the Distributor preferential or enhanced opportunities to promote the funds in
various ways within the financial intermediary’s organization. The same financial intermediaries may receive payments under
more than one or all categories. These payments assist in the Distributor’s efforts to support the sale of Shares. These payments
are negotiated and may be based on such factors as: the number or value of Shares that the financial intermediary sells or may
sell; the value of client assets invested; the level and types of services or support furnished by the financial intermediary; or the
Fund’s and/or other Federated Hermes funds’ relationship with the financial intermediary. Not all financial intermediaries receive
such payments and the amount of compensation may vary by intermediary. You should ask your financial intermediary for
information about any payments it receives from the Distributor or the Federated Hermes funds and any services it provides, as
well as the fees and/or commissions it charges.
Regarding the Fund’s IS Class, the IS Class of the Fund currently does not accrue, pay or incur any shareholder services/account
administration fees, although the Board of Trustees has approved the IS Class of the Fund to accrue, pay and incur such
fees in amounts up to a maximum amount of 0.25%, or some lesser amount as the Board of Trustees shall approve from time to
time. The IS Class of the Fund will not accrue, pay or incur such fees until such time as approved by the Fund’s Board
of Trustees.
The categories of additional payments are described below.
Supplemental Payments
The Distributor may make supplemental payments to certain financial intermediaries that are holders or dealers of record for
accounts in one or more of the Federated Hermes funds. These payments may be based on such factors as: the number or value of
Shares the financial intermediary sells or may sell; the value of client assets invested; or the type and nature of services or
support furnished by the financial intermediary.
Processing Support Payments
The Distributor may make payments to certain financial intermediaries that sell Federated Hermes fund shares to help offset
their costs associated with client account maintenance support, statement processing and transaction processing. The types of
payments that the Distributor may make under this category include: payment of ticket charges on a per-transaction basis;
payment of networking fees; and payment for ancillary services such as setting up funds on the financial intermediary’s mutual
fund trading system.
Retirement Plan Program Servicing Payments
The Distributor may make payments to certain financial intermediaries who sell Federated Hermes fund shares through
retirement plan programs. A financial intermediary may perform retirement plan program services itself or may arrange with a
third party to perform retirement plan program services. In addition to participant recordkeeping, reporting or transaction
processing, retirement plan program services may include: services rendered to a plan in connection with fund/investment
selection and monitoring; employee enrollment and education; plan balance rollover or separation; or other similar services.
Marketing Support Payments
From time to time, the Distributor, at its expense, may provide additional compensation to financial intermediaries that sell or
arrange for the sale of Shares. Such compensation, provided by the Distributor, may include financial assistance to financial
intermediaries that enable the Distributor to participate in or present at conferences or seminars, sales or training programs for
invited registered representatives and other employees, client entertainment, client and investor events and other financial
intermediary-sponsored events. The Distributor may also provide additional compensation to financial intermediaries for services
rendered in connection with technology and programming set-up, platform development and maintenance or similar services and
for the provision of sales-related data to the Adviser and/orits affiliates.
The Distributor also may hold or sponsor, at its expense, sales events, conferences and programs for employees or associated
persons of financial intermediaries and may pay the travel and lodging expenses of attendees. The Distributor also may provide,
at its expense, meals and entertainment in conjunction with meetings with financial intermediaries. Other compensation may be
offered to the extent not prohibited by applicable federal or state law or regulations, or the rules of any self-regulatory agency,
such as FINRA. These payments may vary depending on the nature of the event or the relationship.
For the year ended December 31, 2019, the following is a list of FINRA member firms that received additional payments from
the Distributor or an affiliate. Additional payments may also be made to certain other financial intermediaries that are not FINRA
member firms that sell Federated Hermes fund shares or provide services to the Federated Hermes funds and shareholders. These
firms are not included in this list. Any additions, modifications or deletions to the member firms identified in this list that have
occurred since December 31,2019, are not reflected. You should ask your financial intermediary for information about any
additional payments it receives from the Distributor.
Access Point, LLC
ADP Broker-Dealer, Inc.
American Enterprise Investment Services Inc.
American Portfolios Advisors Inc.
Ascensus Broker Dealer Services LLC
Avantax Investment Services, Inc.
Banc of America Investment Services, Inc.
BB&T Securities, LLC
BBVA Securities Inc.
BMO Harris Financial Advisors, Inc.
Broadridge Business Process Outsourcing, LLC
Brown Brothers Harriman & Company
Cadaret, Grant & Co., Inc.
Caitlin John, LLC
Calton & Associates, Inc.
Cambridge Financial Group, Inc.
Castle Rock Wealth Management, LLC
CBIZ Financial Solutions, Inc.
Cetera Advisor Networks LLC
Cetera Advisors LLC
Cetera Financial Specialists LLC
Cetera Investment Advisers LLC
Cetera Investment Services LLC
Charles Schwab & Company, Inc.
Citigroup Global Markets Inc.
Citizens Securities, Inc.
Comerica Securities, Inc.
Commonwealth Financial Network
Concord Wealth Partners
CVAGS, Inc.
D.A. Davidson & Co.
Davenport & Company LLC
David Lerner Associates, Inc.
Deutsche Bank Securities Inc.
E*Trade Securities LLC
Edward D. Jones & Co., LP
Emerald Advisors, LLC
Envestnet Asset Management, Inc.
Epic Advisors Inc.
ESL Investment Services, LLC
FBL Marketing Services, LLC
Fidelity Investments Institutional Operations
Company, Inc. (FIIOC)
Fiducia Group, LLC
Fieldpoint Private Securities, LLC
Fifth Third Securities, Inc.
FIS Brokerage & Securities Services LLC
Folger Nolan Fleming Douglas Incorporated
Franklin/Templeton Distributors, Inc.
FSC Securities Corporation
Gitterman Wealth Management LLC
Goldman Sachs & Co. LLC
Great-West Life & Annuity Insurance Company
GWFS Equities, Inc.
Hancock Whitney Investment Services, Inc.
Hefren-Tillotson Inc.
Henderson Global Investors Limited
HighTower Securities, LLC
Hilltop Securities Inc.
The Huntington Investment Company
Independent Financial Group, LLC
Industrial and Commercial Bank of China
Financial Services LLC
Infinex Investments, Inc.
Institutional Cash Distributors, LLC
INTL FCStone Financial Inc.
J.J.B. Hilliard, W.L. Lyons, LLC
J.P. Morgan Securities LLC
Janney Montgomery Scott LLC
Kestra Investment Services, LLC
Key Investment Services, LLC
KeyBanc Capital Markets, Inc.
KMS Financial Services, Inc.
Laidlaw Wealth Management LLC
Lincoln Financial Securities Corporation
Lincoln Investment Planning, LLC
LPL Financial LLC
M Holdings Securities, Inc.
M&T Securities Inc.
Materetsky Financial Group
Mercer Global Advisors Inc.
Merrill Lynch, Pierce, Fenner and Smith Incorporated
Mid Atlantic Capital Corp.
MML Investors Services, LLC
Morgan Stanley Smith Barney LLC
National Financial Services LLC
Nationwide Investment Services Corporation
NBC Securities, Inc.
Newport Group, Inc.
Northwestern Mutual Investment Services, LLC
NYLIFE Distributors LLC
NYLIFE Securities LLC
Oneamerica Securities, Inc.
Open Range Financial Group, LLC
Oppenheimer & Company, Inc.
Paychex Securities Corp
Pensionmark Financial Group, LLC
People’s Securities, Inc.
Pershing LLC
Piper Jaffray & Co.
Pitcairn Trust Company
Planmember Securities Corporation
PNC Capital Markets, LLC
PNC Investments LLC
Principal Securities, Inc.
Private Client Services, LLC
Procyon Private Wealth Partners, LLC
Proequities, Inc.
Prudential Investment Management Services, LLC
Purshe Kaplan Sterling Investments
Raymond James & Associates, Inc.
Raymond James Financial Services, Inc.
RBC Capital Markets, LLC
Regal Investment Advisors LLC
Resources Investment Advisors, Inc.
Robert W. Baird & Co. Inc.
Royal Alliance Associates Inc.
SA Stone Wealth Management Inc.
SagePoint Financial, Inc.
Sageview Advisory Group, LLC
Securian Financial Services, Inc.
Securities America, Inc.
Securities Service Network, Inc.
Security Distributors LLC
Sentry Advisors, LLC
Sigma Financial Corporation
Spire Securities LLC
State Street Global Markets, LLC
Stephens Inc.
Stifel, Nicolaus & Company, Incorporated
Strategic Benefits Consultants, Inc.
Summit Financial Group, Inc.
Suntrust Investment Services, Inc.
Suntrust Robinson Humphrey, Inc.
TD Ameritrade, Inc.
Thrivent Investment Management, Inc.
TIAA CREF Individual & Institutional Services LLC
Towerpoint Wealth, LLC
Transamerica Financial Advisors, Inc.
Triad Advisors, LLC
U.S. Bancorp Investments, Inc.
UBS Financial Services Inc.
UBS Securities LLC
United Planners Financial Services of America
Valic Financial Advisors, Inc.
Valor Financial Securities LLC
The Vanguard Group, Inc.
Vanguard Marketing Corporation
Vining-Sparks IBG, Limited Partnership
Vision Financial Markets, LLC
Voya Financial Advisors, Inc.
Voya Financial Partners, LLC
Voya Retirement Advisors, LLC
The Wealth Enhancement Group, Inc.
Wells Fargo Clearing Services LLC
Wells Fargo Securities, LLC
Wintrust Investments, LLC
Woloshin Investment Management LLC
Woodbury Financial Services, Inc.
World Equity Group, Inc.
XML Financial, LLC
Purchases In-Kind
You may contact the Distributor to request a purchase of Shares using securities you own. The Fund reserves the right to
determine whether to accept your securities and the minimum market value to accept. The Fund will value your securities in the
same manner as it values its assets. An in-kind purchase may be treated as a sale of your securities for federal tax purposes;
please consult your tax adviser regarding potential tax liability.
Redemption In-Kind
Although the Fund generally intends to pay Share redemptions in cash, it reserves the right, on its own initiative or in response
to a shareholder request, to pay the redemption price in whole or in part by a distribution of the Fund’s portfolio securities.
Because the Fund has elected to be governed by Rule 18f-1 under the 1940 Act, the Fund is obligated to pay Share
redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1% of the net assets represented by such
Share class during any 90-day period.
Any Share redemption payment greater than this amount will also be in cash unless the Fund elects to pay all or a portion of
the remainder of the redemption in portfolio securities, valued in the same way as the Fund determines its NAV.
Redemption in-kind is not as liquid as a cash redemption. Shareholders receiving the portfolio securities could have difficulty
selling them, may incur related transaction costs and would be subject to risks of fluctuations in the securities’ values prior
to sale.
Delaware Statutory Trust Law
The Fund is an organization of the type commonly known as a
“
Delaware statutory trust.
”
The Fund’s Declaration of Trust
provides that the Trustees and officers of the Fund, in their capacity as such, will not be personally liable for errors of judgment
or mistakes of fact or law; but nothing in the Declaration of Trust protects a Trustee against any liability to the Fund or its
shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office. Voting rights are not cumulative, which means that the holders of
more than 50% of the Shares voting for the election of Trustees can elect 100% of the Trustees and, in such event, the holders of
the remaining less than 50% of the Shares voting on the matter will not be able to elect any Trustees.
In the unlikely event a shareholder is held personally liable for the Trust’s obligations, the Trust is required by the Declaration
of Trust to use its property to protect or compensate the shareholder. On request, the Trust will defend any claim made and pay
any judgment against a shareholder for any act or obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder will occur only if the Trust itself cannot meet its obligations to indemnify shareholders and pay judgments
against them.
Account and Share Information
Voting Rights
Each Share of the Fund gives the shareholder one vote in Trustee elections and other matters submitted to shareholders
for vote.
All Shares of the Trust have equal voting rights, except that in matters affecting only a particular Fund or class, only shares of
that Fund or class are entitled to vote.
Trustees may be removed by the Board or by shareholders at a special meeting. A special meeting of shareholders will be
called by the Board upon the written request of shareholders who own at least 10% of the Trust’s outstanding Shares of all series
entitled to vote.
As of October 7, 2020, the following shareholders owned of record, beneficially, or both, 5% or more of outstanding
Institutional Shares: Hermes Fund Managers Limited, London, United Kingdom, owned approximately 200,000 Shares (6.21%);
UBS WM USA, Weehawken, NJ, owned approximately 1,118,027 Shares (34.75%); FII Holdings, Inc., Pittsburgh, PA, owned
approximately 1,853,609 Shares (57.62%).
Shareholders owning 25% or more of outstanding Shares may be in control and be able to affect the outcome of certain matters
presented for a vote of shareholders.
FII Holdings, Inc. is organized in the state of Delaware and is a subsidiary of Federated Hermes, Inc., organized in the
Commonwealth of Pennsylvania.
UBS Americas Inc. is organized in the state of Delaware.
Tax Information
Federal Income Tax
The Fund intends to meet requirements of Subchapter M of the Internal Revenue Code (the
“
Code
”
) applicable to regulated
investment companies. If these requirements are not met, it will not receive special tax treatment and will be subject to federal
corporate income tax.
The Fund will be treated as a single, separate entity for federal income tax purposes so that income earned and capital gains
and losses realized by the Trust’s other portfolios will be separate from those realized by the Fund.
Tax Basis Information
The Fund’s Transfer Agent is required to provide you with the cost basis information on the sale of any of your Shares in the
Fund, subject to certain exceptions.
Foreign Investments
If the Fund purchases foreign securities, its investment income may be subject to foreign withholding or other taxes that could
reduce the return on these securities. Tax treaties between the United States and foreign countries, however, may reduce or
eliminate the amount of foreign taxes to which the Fund would be subject. The effective rate of foreign tax cannot be predicted
since the amount of Fund assets to be invested within various countries is uncertain. However, the Fund intends to operate so as
to qualify for treaty-reduced tax rates when applicable.
Distributions from the Fund may be based on estimates of book income for the year. Book income generally consists solely of
the income generated by the securities in the portfolio, whereas tax-basis income includes, in addition, gains or losses attributable
to currency fluctuation. Due to differences in the book and tax treatment of fixed-income securities denominated in foreign
currencies, it is difficult to project currency effects on an interim basis. Therefore, to the extent that currency fluctuations cannot
be anticipated, a portion of distributions to shareholders could later be designated as a return of capital, rather than income, for
income tax purposes, which may be of particular concern to certain trusts.
Certain foreign corporations may qualify as Passive Foreign Investment Companies (PFIC). There are special rules prescribing
the tax treatment of such an investment by the Fund, which could subject the Fund to federal income tax.
If more than 50% of the value of the Fund’s assets at the end of the tax year is represented by stock or securities of foreign
corporations, the Fund will qualify for certain Code provisions that allow its shareholders to claim a foreign tax credit or
deduction on their U.S. income tax returns. The Code may limit a shareholder’s ability to claim a foreign tax credit. Shareholders
who elect to deduct their portion of the Fund’s foreign taxes rather than take the foreign tax credit must itemize deductions on
their income tax returns.
Who Manages and Provides Services to the Fund?
Board of Trustees
The Board of Trustees is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except
those reserved for the shareholders. The following tables give information about each Trustee and the senior officers of the Fund.
Where required, the tables separately list Trustees who are
“
interested persons
”
of the Fund (i.e.,
“
Interested
”
Trustees) and those
who are not (i.e.,
“
Independent
”
Trustees). Unless otherwise noted, the address of each person listed is 1001 Liberty Avenue,
Pittsburgh, PA 15222-3779. The address of all Independent Trustees listed is 4000 Ericsson Drive, Warrendale, PA 15086-7561;
Attention: Mutual Fund Board. As of December 31, 2019, the Trust comprised 11 portfolios, and the Federated Hermes Complex
consisted of 41 investment companies (comprising 135 portfolios). Unless otherwise noted, each Officer is elected annually.
Unless otherwise noted, each Trustee oversees all portfolios in the Federated Hermes Complex and serves for an indefinite term.
As of October 7, 2020, the Fund’s Board and Officers as a group owned less than 1% of each class of the Fund’s
outstanding Shares.
qualifications of Independent Trustees
Individual Trustee qualifications are noted in the
“
Independent Trustees Background and Compensation
”
chart. In addition,
the following characteristics are among those that were considered for each existing Trustee and will be considered for any
Nominee Trustee.
■
Outstanding skills in disciplines deemed by the Independent Trustees to be particularly relevant to the role of Independent
Trustee and to the Federated 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.
Interested Trustees Background and Compensation
Name
Birth Date
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)
|
Aggregate
Compensation
From Fund
(past fiscal year)
|
Total Compensation
From 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.
Previous Positions:
President, Federated Investment Counseling; President
and Chief Executive Officer, Federated Investment Management Company,
Federated Global Investment Management Corp. and Passport
Research, Ltd.; Chairman, Passport Research, Ltd.
|
|
|
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.
Previous Positions:
President and Director of the Institutional Sales
Division of Federated Securities Corp.; President and Director of Federated
Investment Counseling; President and CEO of Passport Research, Ltd.;
Director, Edgewood Securities Corp.; Director, Federated Services
Company; Director, Federated Hermes, Inc.; Chairman and Director,
Southpointe Distribution Services, Inc. and President, Technology,
Federated Services Company.
|
|
|
*
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.
Independent Trustees Background, Qualifications and Compensation
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 Fund 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).
Other Directorships Held:
Chairman of the Board of Directors, Director,
and Chairman of the Compensation Committee, KLX Energy Services
Holdings, Inc. (oilfield services); former Director of KLX Corp (aerospace).
Qualifications:
Mr. Collins has served in several business and financial
management roles and directorship positions throughout his career.
Mr. Collins previously served as Chairman and CEO of The Collins Group,
Inc. (a private equity firm) and as a Director of KLX Corp. Mr. Collins serves
as Chairman Emeriti, Bentley University. Mr. Collins previously served as
Director and Audit Committee Member, Bank of America Corp.; Director,
FleetBoston Financial Corp.; and Director, Beth Israel Deaconess Medical
Center (Harvard University Affiliate Hospital).
|
|
|
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 Fund 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).
Other Directorships Held:
Director, Chair of the Audit Committee,
Equifax, Inc.; Director, Member of the Audit Committee, Haverty Furniture
Companies, Inc.; formerly, Director, Member of Governance and
Compensation Committees, Publix Super Markets, Inc.
Qualifications:
Mr. Hough has served in accounting, business management
and directorship positions throughout his career. Mr. Hough most recently
held the position of Americas Vice Chair of Assurance with Ernst &
Young LLP (public accounting firm). Mr. Hough serves on the President’s
Cabinet and Business School Board of Visitors for the University of
Alabama. Mr. Hough previously served on the Business School Board of
Visitors for Wake Forest University, and he previously served as an
Executive Committee member of the United States Golf Association.
|
|
|
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.
Other Directorships Held:
Director, CNX Resources Corporation (formerly
known as CONSOL Energy Inc.).
Qualifications:
Judge Lally-Green has served in various legal and business
roles and directorship positions throughout her career. Judge Lally-Green
previously held the position of Dean of the School of Law of Duquesne
University (as well as Interim Dean). Judge Lally-Green previously served as
a member of the Superior Court of Pennsylvania and as a Professor of Law,
Duquesne University School of Law. Judge Lally-Green was appointed by
the Supreme Court of Pennsylvania to serve on the Supreme Court’s Board
of Continuing Judicial Education and the Supreme Court’s Appellate Court
Procedural Rules Committee. Judge Lally-Green also currently holds the
positions on not for profit or for profit boards of directors as follows:
Director and Chair, UPMC Mercy Hospital; Director and Vice Chair, Our
Campaign for the Church Alive!, Inc.; Regent, Saint Vincent Seminary;
Member, Pennsylvania State Board of Education (public); Director, Catholic
Charities, Pittsburgh; and Director CNX Resources Corporation (formerly
known as CONSOL Energy Inc.). Judge Lally-Green has held the positions
of: Director, Auberle; Director, Epilepsy Foundation of Western and Central
Pennsylvania; Director, Ireland Institute of Pittsburgh; Director, Saint
Thomas More Society; Director and Chair, Catholic High Schools of the
Diocese of Pittsburgh, Inc.; Director, Pennsylvania Bar Institute; Director,
Saint Vincent College; and Director and Chair, North Catholic
High School, Inc.
|
|
|
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.
Other Directorships Held:
None.
Qualifications:
Mr. Mansfield has served as a Marine Corps officer and in
several banking, business management, educational roles and directorship
positions throughout his long career. He remains active as a
Management Consultant and Author.
|
|
|
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 Fund 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).
Other Directorships Held:
None.
Qualifications:
Mr. O’Neill has served in several business, mutual fund and
financial management roles and directorship positions throughout his
career. Mr. O’Neill serves as Director, Medicines for Humanity and Director,
The Golisano Children’s Museum of Naples, Florida. Mr. O’Neill previously
served as Chief Executive Officer and President, Managing Director and
Chief Investment Officer, Fleet Investment Advisors; President and Chief
Executive Officer, Aeltus Investment Management, Inc.; General Partner,
Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer,
The Putnam Companies, Boston, MA; Credit Analyst and Lending Officer,
Fleet Bank; Director and Consultant, EZE Castle Software (investment order
management software); and Director, Midway Pacific (lumber).
|
|
|
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.).
Other Directorships Held:
None.
Qualifications:
Mr. Richey has served in several business and legal
management roles and directorship positions throughout his career.
Mr. Richey most recently held the positions of Senior Vice Chancellor and
Chief Legal Officer, University of Pittsburgh. Mr. Richey previously served as
Chairman of the Board, Epilepsy Foundation of Western Pennsylvania and
Chairman of the Board, World Affairs Council of Pittsburgh. Mr. Richey
previously served as Chief Legal Officer and Executive Vice President, CNX
Resources Corporation (formerly known as CONSOL Energy Inc.) and Board
Member, Ethics Counsel and Shareholder, Buchanan Ingersoll & Rooney PC
(a law firm).
|
|
|
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.
Other Directorships Held:
None.
Qualifications:
Mr. Walsh has served in several business management roles
and directorship positions throughout his career. Mr. Walsh previously
served as Vice President, Walsh & Kelly, Inc. (paving contractors).
|
|
|
OFFICERS*
Name
Birth Date
Address
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) and Previous Position(s)
|
Lori A. Hensler
Birth Date: January 6, 1967
Treasurer
Officer since: May 2017
|
Principal Occupations:
Principal Financial Officer and Treasurer of the Federated Hermes Complex; Senior Vice President,
Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp.; and Assistant Treasurer,
Federated Investors Trust Company. Ms. Hensler has received the Certified Public Accountant designation.
Previous Positions:
Controller of Federated Hermes, Inc.; Senior Vice President and Assistant Treasurer, Federated Investors
Management Company; Treasurer, Federated Investors Trust Company; Assistant Treasurer, Federated Administrative Services,
Federated Administrative Services, Inc., Federated Securities Corp., Edgewood Services, Inc., Federated Advisory Services
Company, Federated Equity Management Company of Pennsylvania, Federated Global Investment Management Corp.,
Federated Investment Counseling, Federated Investment Management Company, Passport Research, Ltd. and Federated MDTA,
LLC; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution
Services, Inc.
|
Peter J. Germain
Birth Date: September 3, 1959
CHIEF LEGAL OFFICER,
SECRETARY and EXECUTIVE
VICE PRESIDENT
Officer since: 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, Inc. in 1984 and is a
member of the Pennsylvania Bar Association.
Previous Positions:
Deputy General Counsel, Special Counsel, Managing Director of Mutual Fund Services, Federated Hermes,
Inc.; Senior Vice President, Federated Services Company; and Senior Corporate Counsel, Federated Hermes, Inc.
|
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.
Previous Positions:
Mr. Van Meter previously held the position of Compliance Operating Officer, Federated Hermes, Inc. Prior to
joining Federated Hermes, Inc., Mr. Van Meter served at the United States Securities and Exchange Commission in the positions
of Senior Counsel, Office of Chief Counsel, Division of Investment Management and Senior Counsel, Division of Enforcement.
|
Stephen F. Auth
Birth Date: September 13, 1956
101 Park Avenue
41
st
Floor
New York, NY 10178
CHIEF INVESTMENT OFFICER
Officer since: May 2017
|
Principal Occupations:
Stephen F. Auth is Chief Investment Officer of various Funds in the Federated Hermes Complex;
Executive Vice President, Federated Investment Counseling, Federated Global Investment Management Corp. and Federated
Equity Management Company of Pennsylvania.
Previous Positions:
Executive Vice President, Federated Investment Management Company and Passport Research, Ltd.
(investment advisory subsidiary of Federated); Senior Vice President, Global Portfolio Management Services Division; Senior Vice
President, Federated Investment Management Company and Passport Research, Ltd.; Senior Managing Director and Portfolio
Manager, Prudential Investments.
|
*
Officers do not receive any compensation from the Fund.
In addition, the Fund has appointed an Anti-Money Laundering Compliance Officer.
DIRECTOR/TRUSTEE EMERITUS PROGRAM
The Board has created a position of Director/Trustee Emeritus, whereby an incumbent Director/Trustee who has attained the
age of 75 and completed a minimum of five years of service as a director/trustee, may, in the sole discretion of the Committee of
Independent Directors/Trustees (
“
Committee
”
), be recommended to the full Board of Directors/Trustees of the Fund to serve as
Director/Trustee Emeritus.
A Director/Trustee Emeritus that has been approved as such receives an annual fee in an amount equal to a percent of the
annual base compensation paid to a Director/Trustee. In the case of a Director/Trustee Emeritus who had previously served at
least five years but less than 10 years as a Director/Trustee, the percent will be 10%. In the case of a Director/Trustee Emeritus
who had previously served at least 10 years as a Director/Trustee, the percent will be 20%. The Director/Trustee Emeritus will be
reimbursed for any expenses incurred in connection with their service, including expenses of travel and lodging incurred in
attendance at Board meetings. Director/Trustee Emeritus will continue to receive relevant materials concerning the Funds, will be
expected to attend at least one regularly scheduled quarterly meeting of the Board of Directors/Trustees each year and will be
available to consult with the Committees or its representatives at reasonable times as requested by the Chairman; however, a
Director/Trustee Emeritus does not have any voting rights at Board meetings and is not subject to election by shareholders of
the Funds.
The Director/Trustee Emeritus will be permitted to serve in such capacity at the pleasure of the Committee, but the annual fee
will cease to be paid at the end of the calendar year during which he or she has attained the age of 80 years, thereafter the position
will be honorary.
The following table shows the fees paid to each Director/Trustee Emeritus for the Fund’s most recently ended fiscal year and
the portion of that fee paid by the Fund or Trust.
1
EMERITUS Trustees and Compensation
Director/Trustee Emeritus
|
Compensation
From Fund
(past fiscal year)
|
Total
Compensation
Paid to
Director/Trustee
Emeritus
1
|
|
|
|
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 LEADERSHIP STRUCTURE
As required under the terms of certain regulatory settlements, the Chairman of the Board is not an interested person of the
Fund and neither the Chairman, nor any firm with which the Chairman is affiliated, has a prior relationship with Federated
Hermes or its affiliates or (other than his position as a Trustee) with the Fund.
Committees of the Board
|
|
|
Meetings Held
During Last
Fiscal Year
|
|
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.
|
|
|
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.
|
|
|
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.
|
|
BOARD’S ROLE IN RISK OVERSIGHT
The Board’s role in overseeing the Fund’s general risks includes receiving performance reports for the Fund and risk
management reports from Federated Hermes’ Chief Risk Officer at each regular Board meeting. The Chief Risk Officer is
responsible for enterprise risk management at Federated Hermes, which includes risk management committees for investment
management and for investor services. The Board also receives regular reports from the Fund’s Chief Compliance Officer
regarding significant compliance risks.
On behalf of the Board, the Audit Committee plays a key role overseeing the Fund’s financial reporting and valuation risks.
The Audit Committee meets regularly with the Fund’s Principal Financial Officer and outside auditors, as well as with Federated
Hermes’ Chief Audit Executive to discuss financial reporting and audit issues, including risks relating to financial controls.
Board Ownership Of Shares In The Fund And In The Federated Hermes Family Of Investment Companies
As Of December 31, 2019
Interested Board
Member Name
|
Dollar Range of
Shares Owned in
Federated Hermes SDG
Engagement High Yield
Credit Fund
|
Aggregate
Dollar Range of
Shares Owned in
Federated Hermes Family of
Investment Companies
|
|
|
|
|
|
|
Independent Board
Member Name
|
|
|
|
|
|
|
|
|
|
|
|
Charles F. Mansfield, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
Investment Adviser AND SUB-ADVISER
Federated Investment Management Company, as the investment adviser, is responsible for the supervision of the sub-adviser’s
services to the Fund and, subject to general oversight of the Board, manages and supervises the investment operations and
business affairs of the Fund. Hermes, as the sub-adviser, conducts investment research and makes investment decisions for the
Fund, subject to the supervision of Federated Investment Management Company.
Federated Investment Management Company is a wholly owned subsidiary of Federated Hermes. Hermes is a majority owned
subsidiary of Federated Hermes.
Neither Federated Investment Management Company nor Hermes shall be liable to the Fund or any Fund shareholder for any
losses that may be sustained in the purchase, holding, or sale of any security or for anything done or omitted by it, except acts or
omissions involving willful misfeasance, bad faith, gross negligence or reckless disregard of the duties imposed upon it by its
contract with the Fund.
In December 2017, Federated Investors, Inc. now Federated Hermes, Inc., became a signatory to the Principles for Responsible
Investment (PRI). The PRI is an investor initiative in partnership with the United Nations Environment Programme Finance
Initiative and the United Nations Global Compact. Commitments made as a signatory to the PRI are not legally binding, but are
voluntary and aspirational. They include efforts, where consistent with our fiduciary responsibilities, to incorporate
environmental, social and corporate governance (ESG) issues into investment analysis and investment decision making, to be
active owners and incorporate ESG issues into our ownership policies and practices, to seek appropriate disclosure on ESG issues
by the entities in which we invest, to promote acceptance and implementation of the PRI within the investment industry, to
enhance our effectiveness in implementing the PRI, and to report on our activities and progress towards implementing the PRI.
Being a signatory to the PRI does not obligate Federated Hermes to take, or not take, any particular action as it relates to
investment decisions or other activities.
In July, 2018, Federated Investors, Inc., now Federated Hermes, Inc., acquired a 60% interest in Hermes Fund Managers
Limited (Hermes), and, upon the exercise in the future of certain put/call rights under a Put/Call Option Deed between Federated
Hermes and another shareholder of Hermes, Federated Hermes anticipates holding an 89.5% interest in Hermes. Hermes operates
as Hermes Investment Management, a pioneer of integrated ESG investing. Hermes’ experience with ESG issues contributes to
Federated Hermes’ understanding of material risks and opportunities these issues may present.
EOS at Federated Hermes, which was established as Hermes Equity Ownership Services Limited (EOS) in 2004 as an affiliate
of Hermes Investment Management Limited, is our in-house engagement and stewardship team. The 40+ member team conducts
long-term, objectives-driven dialogue with board and senior executive level representatives of more than 1,000 issuers. It seeks to
address the most material ESG risks and opportunities through constructive and continuous discussions with the goal of
improving long term results for investors. Engagers’ deep understanding across sectors, themes and regional markets, along with
language and cultural expertise, allows EOS to provide insights to companies on the merits of addressing ESG risks and the
positive benefits of capturing opportunities. Federated Hermes investment management teams have access to the insights gained
from understanding a company’s approach to these long term strategic matters as an additional input to improve portfolio risk/return
characteristics.
Portfolio Manager Information
As a general matter, certain conflicts of interest may arise in connection with a portfolio manager’s management of a fund’s
investments, on the one hand, and the investments of other funds/pooled investment vehicles or accounts (collectively, including
the Fund, as applicable,
“
accounts
”
) for which the portfolio manager is responsible, on the other. For example, it is possible that
the various accounts managed could have different investment strategies that, at times, might conflict with one another to the
possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more
than one account, possible conflicts could arise in determining how to allocate them.
Hermes Investment Management Limited and its affiliates (
“
Hermes Advisory Companies
”
) are not wholly-owned
subsidiaries of Federated Hermes, Inc., unlike Federated Investment Management Company and other wholly-owned advisory
companies of Federated Hermes, Inc. (
“
Federated Advisory Companies
”
) (collectively, the
“
Advisory Companies
”
). Therefore,
actual or potential conflicts could arise to the extent the Advisory Companies may share material non-public information
(MNPI). In order to address such potential conflicts and protect client interests, information barriers have been established
between the Federated Advisory Companies and the Hermes Advisory Companies such that personnel of the Hermes Advisory
Companies and of the Federated Advisory Companies are generally precluded from sharing investment-related information,
including MNPI, across the barriers. In addition, there will be no integration or allocation of trades between the Advisory
Companies and neither of the Advisory Companies will exercise investment discretion over accounts managed by the other. To
the extent that applicable U.S. and U.K. law, and the laws of certain other jurisdictions, require the Advisory Companies to make
regulatory filings that may require sharing of MNPI, the Advisory Companies have implemented internal controls which require
that such information will be shared only among such limited personnel as is necessary to make accurate and timely regulatory
filings and to maintain proper trading limitations. The Advisory Companies will generally operate as unaffiliated entities subject
to their own internal personal dealing, trade allocation, and side by side management policies. In any limited situation in which
the Federated Advisory Companies may
“
need to know
”
certain investment-related information from Hermes Advisory
Companies, or vice versa, written approval, requiring certain conditions, must be granted by the Chief Compliance Officer of the
Advisory Companies.
Other potential conflicts can include, for example, conflicts created by specific portfolio manager compensation arrangements
(including, for example, the allocation or weighting given to the performance of the Fund or other accounts or activities for
which the portfolio manager is responsible in calculating the portfolio manager’s compensation), and conflicts relating to
selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades
(for example, research or
“
soft dollars
”
). The Adviser has adopted policies and procedures and has structured the portfolio
managers’ compensation in a manner reasonably designed to safeguard the Fund from being negatively affected as a result of any
such potential conflicts.
The following information about the Fund’s Portfolio Managers is provided as of the end of the Fund’s most recently
completed fiscal year unless otherwise indicated.
Mitch Reznick, Portfolio Manager
Types of Accounts Managed
by Mitch Reznick
|
Total Number of Additional
Accounts Managed/Total Assets*
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
|
|
*
None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Mitch Reznick is paid a competitive fixed base salary and a discretionary annual incentive. The annual incentive amount is
determined by considering investment performance of all products managed, as well as the individual’s performance. Any other
factors deemed relevant may also be considered (and may be adjusted periodically). The bonus pool is calculated at an aggregate
firm-wide level.
A portion of Mr. Reznick’s annual incentive may be treated as deferred compensation. The deferral period is three years. At
least 50% of the deferred component of Mr. Resnick’s bonus is notionally co-invested in the strategies that he manages. The
percentage deferred may exceed 50% if the total combined annual incentive reaches certain levels.
Additionally, Hermes has established a long-term incentive plan that allows participants to benefit from ownership of
restricted Hermes shares, held by an employee benefit trust, in the business. Award holders are eligible to receive dividends from
the first year of award. Participants are proposed by the Executive Committee based on a range of factors and approved by the
Remuneration Committee, which oversees the scheme.
Through focusing on long term awards, our incentive pay strategies encourage investment managers to act like long term
shareholders and support our performance and partnership culture to create a sustainable business, discouraging excessive or
concentrated risk taking and avoids conflicts of interest.
Individual and organisational performance is transparently and rigorously assessed against a combination of financial (multi-year)
and non-financial targets in order to determine appropriate total compensation.
Fraser Lundie, Portfolio Manager
Types of Accounts Managed
by Fraser Lundie
|
Total Number of Additional
Accounts Managed/Total Assets*
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
|
|
*
None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Fraser Lundie is paid a competitive fixed base salary and a discretionary annual incentive. The annual incentive amount is
determined by considering investment performance of all products managed, as well as the individual’s performance. Any other
factors deemed relevant may also be considered (and may be adjusted periodically). The bonus pool is calculated at an aggregate
firm-wide level.
A portion of Mr. Lundie’s annual incentive may be treated as deferred compensation. The deferral period is three years. At
least 50% of the deferred component of Mr. Lundie’s bonus is notionally co-invested in the strategies that he manages. The
percentage deferred may exceed 50% if the total combined annual incentive reaches certain levels.
Additionally, Hermes has established a long-term incentive plan that allows participants to benefit from ownership of
restricted Hermes shares, held by an employee benefit trust, in the business. Award holders are eligible to receive dividends from
the first year of award. Participants are proposed by the Executive Committee based on a range of factors and approved by the
Remuneration Committee, which oversees the scheme.
Through focusing on long term awards, our incentive pay strategies encourage investment managers to act like long term
shareholders and support our performance and partnership culture to create a sustainable business, discouraging excessive or
concentrated risk taking and avoids conflicts of interest.
Individual and organisational performance is transparently and rigorously assessed against a combination of financial (multi-year)
and non-financial targets in order to determine appropriate total compensation.
Nachu Chockalingam, Portfolio Manager
Types of Accounts Managed
by Nachu Chockalingam
|
Total Number of Additional
Accounts Managed/Total Assets*
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
|
|
*
None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Nachu Chockalingam is paid a competitive fixed base salary and a discretionary annual incentive. The annual incentive
amount is determined by considering investment performance of all products managed, as well as the individual’s performance.
Any other factors deemed relevant may also be considered (and may be adjusted periodically). The bonus pool is calculated at an
aggregate firm-wide level.
A portion of Mr. Chockalingam’s annual incentive may be treated as deferred compensation. The deferral period is three years.
At least 50% of the deferred component of Mr. Chockalingam’s bonus is notionally co-invested in the strategies that he manages.
The percentage deferred may exceed 50% if the total combined annual incentive reaches certain levels.
Additionally, Hermes has established a long-term incentive plan that allows participants to benefit from ownership of
restricted Hermes shares, held by an employee benefit trust, in the business. Award holders are eligible to receive dividends from
the first year of award. Participants are proposed by the Executive Committee based on a range of factors and approved by the
Remuneration Committee, which oversees the scheme.
Through focusing on long term awards, our incentive pay strategies encourage investment managers to act like long term
shareholders and support our performance and partnership culture to create a sustainable business, discouraging excessive or
concentrated risk taking and avoids conflicts of interest.
Individual and organisational performance is transparently and rigorously assessed against a combination of financial (multi-year)
and non-financial targets in order to determine appropriate total compensation.
Services Agreement
Federated Advisory Services Company, an affiliate of the Adviser, provides research, quantitative analysis, equity trading and
transaction settlement and certain support services to the Adviser. The fee for these services is paid by the Adviser and not by
the Fund.
Other Related Services
Affiliates of the Adviser may, from time to time, provide certain electronic equipment and software to institutional customers
in order to facilitate the purchase of Fund Shares offered by the Distributor.
Code Of Ethics Restrictions On Personal Trading
As required by Rule 17j-1 of the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act
(as applicable), the Fund, its Adviser, its sub-adviser Hermes (the
“
Sub-Adviser
”
), and its Distributor have adopted codes of
ethics. These codes govern securities trading activities of investment personnel, Fund Trustees and certain other employees.
Although they do permit these people to trade in securities, including those that the Fund could buy, as well as Shares of the
Fund, they also contain significant safeguards designed to protect the Fund and its shareholders from abuses in this area, such as
requirements to obtain prior approval for, and to report, particular transactions.
PROXY VOTING POLICIES AND PROCEDURES
The Board has delegated to the Adviser, and the Adviser has in turn delegated to Hermes (the
“
Sub-Adviser
”
), the authority to
vote proxies on the securities held in the Fund’s portfolio. The Sub-Adviser has established a Governance Committee
(
“
Governance Committee
”
) to oversee all engagement and proxy voting activities related to the Fund.
Overview
The Sub-Adviser’s Corporate Governance and Responsible Investment Guidelines (any corporate governance and/or
responsible investment policies adopted by the Sub-Adviser from time to time) inform its investment beliefs and provide a
framework for engagement with investee companies and the exercising of voting rights.
The Sub-Adviser expects investee companies at a minimum to observe accepted corporate governance standards in their local
markets or explain why not doing so is in the best interests of shareholders. The Sub-Adviser views engagement as a critical
activity because it provides the Sub-Adviser with an opportunity to improve its understanding of the investee company and its
governance structures. This understanding is a significant input for voting decisions.
Procedures
The Fund has hired the Sub-Adviser to manage its assets and to execute the stewardship program, which includes company
engagement and voting. The Sub-Adviser will use its dedicated stewardship team, Hermes Equity Ownership Services (HEOS) to
assist with engagement with investee companies and provide voting recommendations, informed by company disclosure,
engagement with the company, and research from external research providers, including Institutional Shareholder Services (ISS).
While HEOS’ voting recommendation will inform the Sub-Adviser’s assessment, the Sub-Adviser will make a final judgment,
with a view to its fiduciary obligations to its clients and the Fund’s stated investment objectives.
The Sub-Adviser retains ISS for its administrative voting infrastructure. Besides providing an electronic voting platform, ISS’s
service includes ballot collection, reconciliation, and proxy voting bookkeeping.
Conflicts of Interest
The Sub-Adviser seeks always to act in the client’s best interests, and takes all reasonable steps to identify conflicts of interest
and maintain and operate arrangements to minimise the possibility of such conflicts giving rise to a material risk of damage to the
interests of clients. In fulfilling its commitment to being good stewards of those companies in which client assets are invested
through engagement and voting, the Sub-Adviser may encounter potential conflicts of interest. The Sub-Adviser has adopted a
Stewardship Conflicts of Interest Policy designed to ensure that such conflicts are identified and managed fairly, and that proxies
are voted in a manner that prioritises the long-term value of the companies concerned rather than the interests of the Sub-Adviser,
HEOS or any affiliates. This policy is disclosed on the Sub-Adviser’s website and is outlined in the Sub-Adviser’s Global
Stewardship Code Statement.
When any Sub-Adviser or HEOS staff member recognises a potential conflict of interest, he or she must raise it with their line
manager. Among other conflicts, our policies require that staff members identify conflicts of interest arising from engagements
with companies in which (i) the Sub-Adviser, HEOS or its affiliates have a material interest; (ii) individuals, including portfolio
managers or HEOS engagers, have personal investments or some material personal relationship with a relevant individual; and
(iii) the Sub-Adviser’s third party fund management or stewardship service clients or prospective clients have a material interest.
Where a staff member has a personal connection with a company, he or she is required to make this known and is not involved in
any relevant engagement activities or voting recommendations.
A register of instances of conflicts as they arise is maintained by the Sub-Adviser. In those circumstances where a conflict
exists or there is a difference opinion between different Sub-Adviser staff members, the vote recommendation will be escalated to
the Governance Committee for decision. Where the Governance Committee is unable to agree, then the CEO of the Sub-Adviser
will adjudicate. All such instances will be reported to an independent sub-committee of the Sub-Adviser’s Board.
Securities Lending
The Sub-Adviser does not engage in securities lending.
Record Keeping
The Sub-Adviser maintains the following records with respect to proxy voting:
■
A copy of proxy voting policies and procedures;
■
A copy of all proxy statements received (the Sub-Adviser may rely on a third party to satisfy this requirement);
■
A record of each vote cast by the Fund (the Sub-Adviser may rely on a third party to satisfy this requirement);
■
A copy of any document prepared by the Sub-Adviser that was material to making a voting decision or that memorializes the
basis for that decision
–
for example insights gleaned from engagement.
Proxy Voting Report
A report on
“
Form N-PX
”
of how the Fund voted any proxies during the most recent 12-month period ended June 30 is
available via the Proxy Voting Record (Form N-PX) link associated with the Fund and share class name at
www.
FederatedInvestors.com/FundInformation
. Form N-PX filings are also available at the SEC’s web site at www.
sec.gov
.
Proxy Voting Policies
Under these policies, the Sub-Adviser’s general policy is to cast proxy votes in favour of management proposals and
shareholder proposals that we anticipate will enhance the long-term value of the securities being voted.
This approach to voting proxy proposals will be referred to hereafter as the
“
General Policy.
”
The following examples illustrate how this General Policy may apply to management proposals and shareholder proposals
submitted for approval or ratification by holders of the company’s voting securities.
The Fund seeks to vote consistently on different issues in accordance with the stated policies and guidelines. However,
recognising the limitations of any policy to anticipate all potential scenarios, the Fund uses discretion when voting, taking
account the specific circumstances described in the proxy statement and other company disclosure. For the Fund, all proxy voting
decisions are informed by the Sub-Adviser’s ongoing engagement with the management and directors of the company concerned.
These engagements provide important context and alongside a judgment as to the company’s direction of travel towards best
practice (as communicated by the Sub-Adviser’s General Policy) will influence the final voting decision of the Fund.
The Fund endeavours to inform companies where it has voted against management recommendations and invites
further engagement.
The General Policy as well as the Sub-Adviser’s engagement with the management and directors of the company concerned
are informed by a hierarchy of external and internally-developed global and regional best practice guidelines; principally, our
HEOS-developed regional corporate governance principles that are informed by external local market standards including the
Organisation for Economic Co-operation and Development Principles for Corporate Governance and national corporate
governance codes; and by the Sub-Adviser’s annually-refreshed Engagement Plan. Both documents are on the Sub-Adviser’s
website: www.hermes-investment.com.
Based on the specific context in which proxy voting decisions are being made, the Sub-Adviser may vote contrary to the
voting guidelines should it judge that it is in the best long-term interests of the value of the securities to do so.
Global Voting Policy
Board and Directors
1. Board independence:
We expect boards to meet minimum standards of independence to be able to hold management to
account and may vote against the election of directors whose appointment would cause independence to fall below these
standards, and/or against the chair of the board where we have serious concerns. We set minimum standards at a market level but,
as a general guide, we expect at least half of the board directors to be independent in companies with a dispersed ownership
structure, and at least one third to be independent in controlled companies. In judging a director’s independence, our
considerations include, but are not limited to, length of tenure, concurrent service with other board members, whether they
represent a significant shareholder, and whether they have any direct, material relationship with the company, other directors or
its executives, including receiving any remuneration beyond director fees. Our expectations may exceed the minimum standards
set by regulation or best practice codes in some markets.
2. Board committees:
Where separate committees are established to oversee remuneration, audit, nomination and other
topics
–
which we expect at most large companies
–
we may vote against chairs or members where we have concerns about
independence, skills, attendance or over-commitment, or the matters overseen by the committee.
3. Board diversity:
In recognition of the value that diversity of thought, skills and attributes brings to board oversight and in line
with our aspiration that board members, together with all levels of management, should broadly reflect the diversity of society,
we will consider voting against relevant directors, including the chair, where we consider board diversity
–
in terms of gender,
ethnicity, age, functional and geographic experience, tenure, and other characteristics
–
to be below minimum thresholds. Some
thresholds, such as gender diversity, are defined at a market level; others, such as skills and experience, are more globally
consistent. Our expectations may exceed the minimum standards set by regulation or best practice codes in some markets.
4. Director election:
We will generally support the election of directors unless there are specific concerns relating to issues such
as board independence and composition; a director’s skills, experience or suitability for the role; a director’s attendance or ability
to commit time to the role; or governance or other failures which a director has oversight of or involvement in
–
at this or
another company.
5. Director attendance:
We may vote against directors who miss a substantial number of meetings
–
as a guideline, 25% or
more
–
without sufficient explanation.
6. Director commitments:
We will consider voting against a director who appears over-committed to other duties, with the
guideline of having no more than five directorships. When considering this issue, we take into account a number of factors,
including the size and complexity of roles. As a broad guideline, we consider a chair role equivalent to two directorships and an
executive role equivalent to four directorships. A chair should not hold another executive role and an executive should hold no
more than one non-executive role, except for cases where serving as a shareholder representative on boards is an explicit part of
an executive’s responsibilities. A significant post at a civil society organisation or in public life may also count as equivalent to a
directorship, whether executive, non-executive or a chair role.
Remuneration
We set market-specific voting policies on remuneration with reference to local market practice. Our broad guidelines are:
7. Alignment to long-term value:
We will consider opposing incentive arrangements that do not align to the creation of long-term
value for shareholders and other stakeholders including, for example, those which disproportionally focus on short-term
growth of share price or total shareholder returns.
8. Executive shareholdings:
We support executive management making material, long-term investment in the company’s shares
and may oppose remuneration proposals and reports where shareholding requirements or actual executive shareholdings are
insufficient. As a general guideline, we support the aim that executives hold at least 500% of salary in shares and no less than
200%, with varying minimum thresholds based on regional pay practices.
9. Complexity:
We will consider voting against overly complex incentive arrangements which are difficult for investors and
others to readily understand. An important factor in assessing complexity is the number of different components that comprise
the whole remuneration package.
10. Variable to fixed pay:
We will consider voting against proposed incentive schemes or pay awards where we consider the
ratio of variable pay relative to fixed pay to be too high, as part of our long-term desire to see far simpler pay schemes, based on
majority fixed pay and long-term share ownership. We set varying maximum thresholds for variable pay to reflect regional
pay practices.
11. Justification for high pay:
We will consider voting against pay proposals which appear excessive in the context of wider
industry pay practices or where executive pay is raised significantly above inflation or that of the workforce average without a
convincing justification.
12. Discretion:
We expect boards and remuneration committees to apply discretion to ensure pay outcomes are aligned with
performance and the wider experience of shareholders and may oppose remuneration reports and the election of relevant
directors where this is not the case.
13. Disclosure:
We will generally vote against remuneration reporting where disclosure is insufficient to understand the
approach to incentive arrangements and how pay outcomes have been achieved, or where disclosure otherwise falls below
expected market practice.
Audit
14. Ratification of external auditors:
We will generally oppose the ratification of external auditors and/or the payment of audit
fees where we have concerns, including those relating to audit quality or independence, or controversies involving the audit
partner or firm.
Protection of Shareholder Rights
15. Limitation of shareholder rights:
We will generally vote against any limitation on shareholder rights or the transfer of
authority from shareholders to directors and only support proposals which enhance shareholder rights or maximise
shareholder value.
16. Related-party transactions:
We will generally only support related-party transactions (RPTs) which are made on terms
equivalent to those that would prevail in an arm’s length transaction, together with good supporting evidence. We expect RPTs to
be overseen and reviewed by independent board directors with annual disclosure of significant RPTs.
17. Differential voting rights:
We will generally vote against the authorisation of stock with differential voting rights if the
issuance of such stock would adversely affect the voting rights of existing shareholders.
18. Anti-takeover proposals:
We will generally vote against anti-takeover proposals or other ‘poison pill’ arrangements
including the authority to grant shares which may be used in such a manner.
19. Poll voting:
We will generally support proposals to adopt mandatory voting by poll and full disclosure of voting outcomes,
together with proposals to adopt confidential voting and independent vote tabulation practices.
20. Authorities to allot shares:
We will generally vote against unusual or excessive authorities to increase issued share capital.
21. Rights issues:
We generally support rights issues, provided that shareholder approval is obtained for any rights issue for any
significant amount of capital (greater than 10% of share capital).
22. Market purchase of ordinary shares (share buybacks):
We will generally support proposals for a general authority to buy
back shares provided these meet local governance standards. We may not support this authority where it exceeds a period of
18 months, where the potential effect of the buyback programme on executive remuneration is not made sufficiently clear, or
where we oppose the strategy for long-term capital allocation.
23. Bundled resolutions:
We will generally vote against a resolution relating to capital decisions, where the resolution has
bundled more than one decision into a single resolution, denying investors the opportunity to make separate voting decisions on
separate issues.
24. Virtual/electronic general meetings:
We will generally vote against proposals allowing for the conveying of virtual-only
shareholder meetings.
Commercial Transactions
25. Commercial transactions:
When considering our vote on a commercial transaction, we consider a range of factors in the
context of seeking to protect and promote long-term, sustainable value. These include: consistency with strategy; risks and
opportunities (the key risks and opportunities and the extent to which these appear to have been managed); and conflicts of
interest. The underlying expectation is that due process is followed, with information made available to all shareholders.
Shareholder Resolutions
26. Shareholder resolutions:
We support the selective use of shareholder resolutions as a useful tool for communicating
investor concerns and priorities or the assertion of shareholder rights, and as a supplement to or escalation of direct engagement
with companies. We consider such resolutions on a case-by-case basis. When considering whether or not to support resolutions,
we consider factors including whether the proposal promotes long-term shareholders’ interests; what the company is already
doing or has committed to do; the nature and motivations of the filers, if known; and what potential impacts
–
positive and
negative
–
the proposal could have on the company if implemented.
Climate Change
27. Climate change:
We will consider voting against the chair, and other relevant directors or resolutions, at companies where
we consider a company’s response to the risks and opportunities presented by climate change to be insufficient, using a range of
indicators, including the Transition Pathway Initiative assessment.
Portfolio Holdings Information
Information concerning the Fund’s portfolio holdings is available via the link to the Fund and share class name at
FederatedInvestors.com/FundInformation
. A complete listing of the Fund’s portfolio holdings as of the end of each calendar
quarter is posted on the website 30 days (or the next business day) after the end of the quarter and remains posted for six months
thereafter. Summary portfolio composition information as of the close of each month is posted on the website 15 days (or the
next business day) after month-end and remains posted until replaced by the information for the succeeding month. The summary
portfolio composition information may include: identification of the Fund’s top 10 holdings and a percentage breakdown of the
portfolio by sector.
You may also access portfolio information as of the end of the Fund’s fiscal quarters via the link to the Fund and share class
name at
FederatedInvestors.com
. The Fund’s Annual Shareholder Report and Semi-Annual Shareholder Report contain complete
listings of the Fund’s portfolio holdings as of the end of the Fund’s second and fourth fiscal quarters. Fiscal quarter information
is made available on the website within 70 days after the end of the fiscal quarter. This information is also available in reports
filed with the SEC at the SEC’s website at
sec.gov
.
Each fiscal quarter, the Fund will file with the SEC a complete schedule of its monthly portfolio holdings on
“
Form N-PORT.
”
The Fund’s holdings as of the end of the third month of every fiscal quarter, as reported on Form N-PORT, will be publicly
available on the SEC’s website at
sec.gov
within 60 days of the end of the fiscal quarter upon filing. You may also access this
information via the link to the Fund and share class name at
FederatedInvestors.com
.
The disclosure policy of the Fund and the Adviser prohibits the disclosure of portfolio holdings information to any investor or
intermediary before the same information is made available to other investors. Employees of the Adviser or its affiliates who
have access to nonpublic information concerning the Fund’s portfolio holdings are prohibited from trading securities on the basis
of this information. Such persons must report all personal securities trades and obtain pre-clearance for all personal securities
trades other than mutual fund shares.
Firms that provide administrative, custody, financial, accounting, legal or other services to the Fund may receive nonpublic
information about Fund portfolio holdings for purposes relating to their services. The Fund may also provide portfolio holdings
information to publications that rate, rank or otherwise categorize investment companies. Traders or portfolio managers may
provide
“
interest
”
lists to facilitate portfolio trading if the list reflects only that subset of the portfolio for which the trader or
portfolio manager is seeking market interest. A list of service providers, publications and other third parties who may receive
nonpublic portfolio holdings information appears in the Appendix to this SAI.
The furnishing of nonpublic portfolio holdings information to any third party (other than authorized governmental or
regulatory personnel) requires the prior approval of the President of the Adviser and of the Chief Compliance Officer of the
Fund. The President of the Adviser and the Chief Compliance Officer will approve the furnishing of nonpublic portfolio holdings
information to a third party only if they consider the furnishing of such information to be in the best interests of the Fund and its
shareholders. In that regard, and to address possible conflicts between the interests of Fund shareholders and those of the Adviser
and its affiliates, the following procedures apply. No consideration may be received by the Fund, the Adviser, any affiliate of the
Adviser or any of their employees in connection with the disclosure of portfolio holdings information. Before information is
furnished, the third party must sign a written agreement that it will safeguard the confidentiality of the information, will use it
only for the purposes for which it is furnished and will not use it in connection with the trading of any security. Persons approved
to receive nonpublic portfolio holdings information will receive it as often as necessary for the purpose for which it is provided.
Such information may be furnished as frequently as daily and often with no time lag between the date of the information and the
date it is furnished. The Board receives and reviews annually a list of the persons who receive nonpublic portfolio holdings
information and the purposes for which it is furnished.
Brokerage Transactions And Investment Allocation
Equity securities may be traded in the over-the-counter market through broker/dealers acting as principal or agent, or in
transactions directly with other investors. Transactions may also be executed on a securities exchange or through an electronic
communications network. The Adviser seeks to obtain best execution of trades in equity securities by balancing the costs
inherent in trading, including opportunity costs, market impact costs and commissions. As a general matter, the Adviser seeks to
add value to its investment management by using market information to capitalize on market opportunities, actively seek
liquidity and discover price. The Adviser continually monitors its trading results in an effort to improve execution. Fixed-income
securities are generally traded in an over-the-counter market on a net basis (i.e., without commission) through dealers acting as
principal or in transactions directly with the issuer. Dealers derive an undisclosed amount of compensation by offering securities
at a higher price than they bid for them. Some fixed-income securities may have only one primary market maker. The Adviser
seeks to use dealers it believes to be actively and effectively trading the security being purchased or sold, but may not always
obtain the lowest purchase price or highest sale price with respect to a fixed-income security. To the extent permitted by
applicable law, the Adviser’s receipt of research services (as described below) may also be a factor in the Adviser’s selection of
brokers and dealers. The Adviser may also direct certain portfolio trades to a broker that, in turn, pays a portion of the Fund’s
operating expenses. The Adviser makes decisions on portfolio transactions and selects brokers and dealers subject to review by
the Fund’s Board.
Investment decisions for the Fund are made independently from those of other accounts managed by the Adviser and accounts
managed by affiliates of the Adviser. When the Fund and one or more other accounts managed by the Adviser do invest in, or
dispose of, the same security, available investments or opportunities for sales may be allocated among the Fund and the
account(s) in a manner believed by the Adviser to be equitable. While the coordination and ability to participate in volume
transactions may benefit the Fund, it is possible that this procedure could adversely impact the prices paid or received and/or
positions obtained or disposed of by the Fund. Trading and allocation of investments for the Fund, including investments in
initial public offerings (IPO), may be done independently from trading and allocation of investments for certain separately
managed or wrap-fee accounts, and other accounts, managed by the Adviser. The trading and allocation of investments done by
the Adviser, including investments in IPOs, will be done independently from accounts managed by affiliates of the Adviser. It is
possible that such independent trading activity could adversely impact the prices paid or received and/or positions obtained or
disposed of by the Fund.
Brokerage and Research Services
Brokerage services include execution of trades and products and services that relate to the execution of trades, including
communications services related to trade execution, clearing and settlement, trading software used to route orders to market
centers, software that provides algorithmic trading strategies and software used to transmit orders to direct market access (DMA)
systems. Research services may include: advice as to the advisability of investing in securities; security analysis and reports;
economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. Research services assist
the Adviser and its affiliates in terms of their overall investment responsibilities to funds and investment accounts for which they
have investment discretion. However, particular brokerage and research services received by the Adviser and its affiliates may
not be used to service every fund or account, and may not benefit the particular funds and accounts that generated the brokerage
commissions. In addition, brokerage and research services paid for with commissions generated by the Fund may be used in
managing other funds and accounts. To the extent that receipt of these services may replace services for which the Adviser or its
affiliates might otherwise have paid, it would tend to reduce their expenses. The Adviser and its affiliates exercise reasonable
business judgment in selecting brokers to execute securities transactions where receipt of research services is a factor. They
determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage
and research services provided.
MiFID II
Directive 2014/61/EU on markets in financial instruments and Regulation 600/2014/EU on markets in financial instruments
(collectively, MiFID II) took effect in member states of the European Union (the EU) on January 3, 2018. MiFID II forms the
legal framework governing the requirements applicable to EU investment firms, such as the Sub-Adviser, and trading venues and
third-country firms providing investment services or activities in the EU. The extent to which MiFID II will have an indirect
impact on markets and market participants outside the EU is unclear and yet to fully play out in practice. It will likely impact
pricing, liquidity and transparency in most asset classes.
MiFID II introduces a new rule that an EU regulated firm may execute an equity trade only on an EU trading venue (or with a
firm which is a systematic internaliser as defined by MiFID II or an equivalent venue in a third country). This requirement
applies to any equities admitted to trading on an EU trading venue, including those with only a secondary listing in the EU. The
effect of this rule is to introduce a substantial limit on the possibility of trading off-exchange or OTC in EU-listed equities with
EU counterparties.
MiFID II prohibits an EU authorized investment firm from receiving investment research unless it is paid for directly by the
firm out of its own resources or from a separate research payment account regulated under MiFID II. All such research costs
attributable to the Sub-Adviser will be borne by the Sub-Adviser.
Administrator
Federated Administrative Services (FAS), a subsidiary of Federated Hermes, provides administrative personnel and services,
including certain legal, compliance, recordkeeping and financial reporting services (
“
Administrative Services
”
), necessary for the
operation of the Fund. FAS provides Administrative Services for a fee based upon the rates set forth below paid on the average
daily net assets of the Fund. For purposes of determining the appropriate rate breakpoint,
“
Investment Complex
”
is defined as all
of the Federated Hermes funds subject to a fee under the Administrative Services Agreement with FAS. FAS is also entitled to
reimbursement for certain out-of-pocket expenses incurred in providing Administrative Services to the Fund.
Administrative Services
Fee Rate
|
Average Daily Net Assets
of the Investment Complex
|
|
on assets up to $50 billion
|
|
on assets over $50 billion
|
Custodian
The Bank of New York Mellon, New York, New York, is custodian for the securities and cash of the Fund. Foreign
instruments purchased by the Fund are held by foreign banks participating in a network coordinated by The Bank of
New York Mellon.
Transfer Agent And Dividend Disbursing Agent
State Street Bank and Trust Company, the Fund’s registered transfer agent, maintains all necessary shareholder records.
Independent Registered Public Accounting Firm
The independent registered public accounting firm for the Fund, KPMG LLP, conducts its audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States), which require it to plan and perform its
audits to provide reasonable assurance about whether the Fund’s financial statements and financial highlights are free of
material misstatement.
Securities Lending Activities
The Fund does not participate in a securities lending program. The Fund became effective on September 18, 2019 and will
complete its first fiscal year on August 31, 2020. As of the date of this Statement of Additional Information, the Fund had no
securities lending activities.
Fees Paid by the Fund for Services
For the Year Ended August 31
|
|
|
|
|
|
|
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The Financial Statements for the Fund for the reporting period ended August 31, 2020, are incorporated herein by reference to
the Annual Report to Shareholders of Federated Hermes SDG Engagement High-Yield Credit Fund dated August 31, 2020.
Investment Ratings
Standard & Poor’s Rating Services (S&P) LONG-TERM Issue RATINGS
Issue credit ratings are based, in varying degrees, on S&P’s analysis of the following considerations: the likelihood of
payment-capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms
of the obligation; the nature of and provisions of the obligation; and the protection afforded by, and relative position of, the
obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting
creditors’ rights.
AAA
—
An obligation rated
“
AAA
”
has the highest rating assigned by S&P. The obligor’s capacity to meet its financial
commitment on the obligation is extremely strong.
AA
—
An obligation rated
“
AA
”
differs from the highest rated obligations only to a small degree. The obligor’s capacity to meet
its financial commitment on the obligation is very strong.
A
—
An obligation rated
“
A
”
is somewhat more susceptible to the adverse effects of changes in circumstances and economic
conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the
obligation is still strong.
BBB
—
An obligation rated
“
BBB
”
exhibits adequate protection parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Obligations rated
“
BB,
”
“
B,
”
“
CCC,
”
“
CC
”
and
“
C
”
are regarded as having significant speculative characteristics.
“
BB
”
indicates the least degree of speculation and
“
C
”
the highest. While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB
—
An obligation rated
“
BB
”
is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate
capacity to meet its financial commitment on the obligation.
B
—
An obligation rated
“
B
”
is more vulnerable to nonpayment than obligations rated
“
BB,
”
but the obligor currently has the
capacity to meet its financial commitment on the obligation. Adverse business, financial or economic conditions will likely
impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.
CCC
—
An obligation rated
“
CCC
”
is currently vulnerable to nonpayment, and is dependent upon favorable business, financial
and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business,
financial or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC
—
An obligation rated
“
CC
”
is currently highly vulnerable to nonpayment.
C
—
A
“
C
”
rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment
arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar
action which have not experienced a payment default. Among others, the
“
C
”
rating may be assigned to subordinated debt,
preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument’s terms or
when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an
amount of cash or replaced by other instruments having a total value that is less than par.
D
—
An obligation rated
“
D
”
is in payment default. The
“
D
”
rating category is used when payments on an obligation are not
made on the date due, unless S&P believes that such payments will be made within five business days, irrespective of any grace
period. The
“
D
”
rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an
obligation are jeopardized. An obligation’s rating is lowered to
“
D
”
upon completion of a distressed exchange offer, whereby
some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is
less than par.
The ratings from
“
AA
”
to
“
CCC
”
may be modified by the addition of a plus (+) or minus (-) sign to show relative standing
within the major rating categories.
S&P Rating Outlook
An S&P rating outlook assesses the potential direction of a long-term credit rating over the intermediate term (typically six
months to two years). In determining a rating outlook, consideration is given to any changes in the economic and/or fundamental
business conditions.
Positive
—
Positive means that a rating may be raised.
Negative
—
Negative means that a rating may be lowered.
Stable
—
Stable means that a rating is not likely to change.
Developing
—
Developing means a rating may be raised or lowered.
N.M.
—
N.M. means not meaningful.
S&P Short-Term Issue RATINGS
Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the
United States, for example, that means obligations with an original maturity of no more than 365 days
–
including
commercial paper.
A-1
—
A short-term obligation rated
“
A-1
”
is rated in the highest category by S&P. The obligor’s capacity to meet its financial
commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This
indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
A-2
—
A short-term obligation rated
“
A-2
”
is somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial
commitment on the obligation is satisfactory.
A-3
—
A short-term obligation rated
“
A-3
”
exhibits adequate protection parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on
the obligation.
B
—
A short-term obligation rated
“
B
”
is regarded as vulnerable and has significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to
the obligor’s inadequate capacity to meet its financial commitments.
C
—
A short-term obligation rated
“
C
”
is currently vulnerable to nonpayment and is dependent upon favorable business, financial
and economic conditions for the obligor to meet its financial commitment on the obligation.
D
—
A short-term obligation rated
“
D
”
is in payment default. The
“
D
”
rating category is used when payments on an obligation
are not made on the date due, unless S&P believes that such payments will be made within any stated grace period. However, any
stated grace period longer than five business days will be treated as five business days. The
“
D
”
rating also will be used upon the
filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
MOODY’S Investor Services, Inc. (MOODY’s) LONG-TERM RATINGS
Moody’s long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both
on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default.
Aaa
—
Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa
—
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A
—
Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa
—
Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain
speculative characteristics.
Ba
—
Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B
—
Obligations rated B are considered speculative and are subject to high credit risk.
Caa
—
Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca
—
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of
principal and interest.
C
—
Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Moody’s appends numerical modifiers 1, 2 and 3 to each generic rating classification from Aaa through Caa. The modifier 1
indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates a ranking in the lower end of that generic rating category.
MOODY’S Short-Term RATINGS
Moody’s short-term ratings are assigned to obligations with an original maturity of 13 months or less and reflect the likelihood
of a default on contractually promised payments.
P-1
—
Issuers (or supporting institutions) rated P-1 have a superior ability to repay short-term debt obligations.
P-2
—
Issuers (or supporting institutions) rated P-2 have a strong ability to repay short-term debt obligations.
P-3
—
Issuers (or supporting institutions) rated P-3 have an acceptable ability to repay short-term obligations.
NP
—
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
FITCH, INC. (Fitch) LONG-TERM Debt RATINGs
Fitch long-term ratings report Fitch’s opinion on an entity’s relative vulnerability to default on financial obligations. The
“
threshold
”
default risk addressed by the rating is generally that of the financial obligations whose non-payment would best
reflect the uncured failure of that entity. As such, Fitch long-term ratings also address relative vulnerability to bankruptcy,
administrative receivership or similar concepts, although the agency recognizes that issuers may also make pre-emptive and
therefore voluntary use of such mechanisms.
AAA: Highest Credit Quality
—
“
AAA
”
ratings denote the lowest expectation of default risk. They are assigned only in cases
of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected
by foreseeable events.
AA: Very High Credit Quality
—
“
AA
”
ratings denote expectations of very low default risk. They indicate very strong capacity
for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A: High Credit Quality
—
“
A
”
ratings denote expectations of low default risk. The capacity for payment of financial
commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic
conditions than is the case for higher ratings.
BBB: Good Credit Quality
—
“
BBB
”
ratings indicate that expectations of default risk are currently low. The capacity for
payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair
this capacity.
BB:
Speculative
—
“
BB
”
ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in
business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of
financial commitments.
B: Highly Speculative
—
“
B
”
ratings indicate that material default risk is present, but a limited margin of safety remains.
Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the
business and economic environment.
CCC: Substantial Credit Risk
—
Default is a real possibility.
CC: Very High Levels of Credit Risk
—
Default of some kind appears probable.
C: Exceptionally High Levels of Credit Risk
—
Default is imminent or inevitable, or the issuer is in standstill. Conditions that
are indicative of a
“
C
”
category rating for an issuer include: (a) the issuer has entered into a grace or cure period following
non-payment of a material financial obligation; (b) the issuer has entered into a temporary negotiated waiver or standstill
agreement following a payment default on a material financial obligation; or (c) Fitch otherwise believes a condition of
“
RD
”
or
“
D
”
to be imminent or inevitable, including through the formal announcement of a distressed debt exchange.
RD: Restricted Default
—
“
RD
”
ratings indicate an issuer that in Fitch’s opinion has experienced an uncured payment default
on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration,
receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased operating. This would
include: (a) the selective payment default on a specific class or currency of debt; (b) the uncured expiry of any applicable grace
period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other
material financial obligation; (c) the extension of multiple waivers or forbearance periods upon a payment default on one or more
material financial obligations, either in series or in parallel; or (d) execution of a distressed debt exchange on one or more
material financial obligations.
D: Default
—
“
D
”
ratings indicate an issuer that in Fitch’s opinion has entered into bankruptcy filings, administration,
receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business.
Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an
instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of
the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed
debt exchange.
“
Imminent
”
default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but
inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period
during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed
debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.
In all cases, the assignment of a default rating reflects the agency’s opinion as to the most appropriate rating category
consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuer’s
financial obligations or local commercial practice.
FITCH SHORT-TERM DEBT RATINGs
A Fitch short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity
or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the
relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as
“
short-term
”
based on
market convention. Typically, this means up to 13 months for corporate, sovereign and structured obligations, and up to
36 months for obligations in U.S. publicfinance markets.
F1: Highest Short-Term Credit Quality
—
Indicates the strongest intrinsic capacity for timely payment of financial
commitments; may have an added
“
+
”
to denote any exceptionally strong credit feature.
F2: Good Short-Term Credit Quality
—
Good intrinsic capacity for timely payment of financial commitments.
F3: Fair Short-Term Credit Quality
—
The intrinsic capacity for timely payment of financial commitments is adequate.
B: Speculative Short-Term Credit Quality
—
Minimal capacity for timely payment of financial commitments, plus heightened
vulnerability to near-term adverse changes in financial and economic conditions.
C: High Short-Term Default Risk
—
Default is a real possibility.
RD: Restricted Default
—
Indicates an entity that has defaulted on one or more of its financial commitments, although it
continues to meet other financial obligations. Applicable to entity ratings only.
D: Default
—
Indicates a broad-based default event for an entity, or the default of a short-term obligation.
A.M. BEST Company, Inc. (a.m. best) LONG-TERM DEBT and Preferred Stock RATINGS
A Best’s long-term debt rating is Best’s independent opinion of an issuer/entity’s ability to meet its ongoing financial
obligations to security holders when due.
aaa: Exceptional
—
Assigned to issues where the issuer has an exceptional ability to meet the terms of the obligation.
aa: Very Strong
—
Assigned to issues where the issuer has a very strong ability to meet the terms of the obligation.
a: Strong
—
Assigned to issues where the issuer has a strong ability to meet the terms of the obligation.
bbb: Adequate
—
Assigned to issues where the issuer has an adequate ability to meet the terms of the obligation; however, the
issue is more susceptible to changes in economic or other conditions.
bb: Speculative
—
Assigned to issues where the issuer has speculative credit characteristics, generally due to a modest margin or
principal and interest payment protection and vulnerability to economic changes.
b: Very Speculative
—
Assigned to issues where the issuer has very speculative credit characteristics, generally due to a modest
margin of principal and interest payment protection and extreme vulnerability to economic changes.
ccc, cc, c: Extremely Speculative
—
Assigned to issues where the issuer has extremely speculative credit characteristics,
generally due to a minimal margin of principal and interest payment protection and/or limited ability to withstand adverse
changes in economic or other conditions.
d: In Default
—
Assigned to issues in default on payment of principal, interest or other terms and conditions, or when a
bankruptcy petition or similar action has been filed.
Ratings from
“
aa
”
to
“
ccc
”
may be enhanced with a
“
+
”
(plus) or
“
-
”
(minus) to indicate whether credit quality is near the top
or bottom of a category.
A.M. BEST SHORT-TERM DEBT RATINGS
A Best’s short-term debt rating is Best’s opinion of an issuer/entity’s ability to meet its financial obligations having original
maturities of generally less than one year, such as commercial paper.
AMB-1+ Strongest
—
Assigned to issues where the issuer has the strongest ability to repay short-term debt obligations.
AMB-1 Outstanding
—
Assigned to issues where the issuer has an outstanding ability to repay short-term debt obligations.
AMB-2 Satisfactory
—
Assigned to issues where the issuer has a satisfactory ability to repay short-term debt obligations.
AMB-3 Adequate
—
Assigned to issues where the issuer has an adequate ability to repay short-term debt obligations; however,
adverse economic conditions likely will reduce the issuer’s capacity to meet its financial commitments.
AMB-4 Speculative
—
Assigned to issues where the issuer has speculative credit characteristics and is vulnerable to adverse
economic or other external changes, which could have a marked impact on the company’s ability to meet its
financial commitments.
d: In Default
—
Assigned to issues in default on payment of principal, interest or other terms and conditions, or when a
bankruptcy petition or similar action has been filed.
A.M. Best Rating Modifiers
Both long- and short-term credit ratings can be assigned a modifier.
u
—
Indicates the rating may change in the near term, typically within six months. Generally is event-driven, with positive,
negative or developing implications.
pd
—
Indicates ratings assigned to a company that chose not to participate in A.M. Best’s interactive rating process.
(Discontinued in 2010).
i
—
Indicates rating assigned is indicative.
A.M. BEST RATING OUTLOOK
A.M. Best Credit Ratings are assigned a Rating Outlook that indicates the potential direction of a credit rating over an
intermediate term, generally defined as the next 12 to36 months.
Positive
—
Indicates possible ratings upgrade due to favorable financial/market trends relative to the current trading level.
Negative
—
Indicates possible ratings downgrade due to unfavorable financial/market trends relative to the current trading level.
Stable
—
Indicates low likelihood of rating change due to stable financial/market trends.
Not Rated
Certain nationally recognized statistical rating organizations (NRSROs) may designate certain issues as NR, meaning that the
issue or obligation is not rated.
Addresses
Federated Hermes SDG Engagement High Yield Credit Fund
Institutional Shares
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Distributor
Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Investment Adviser
Federated Investment Management Company
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Sub-Adviser
Hermes Investment Management Limited
Sixth Floor
150 Cheapside
London EC2V 6ET
England
Custodian
The Bank of New York Mellon
One Wall Street
New York, NY 10286
Transfer Agent and Dividend Disbursing Agent
State Street Bank and Trust Company
P.O. Box 219318
Kansas City, MO 64121-9318
Independent Registered Public Accounting Firm
KPMG LLP
Two Financial Center
60 South Street
Boston, MA 02111
Appendix
The following is a list of persons, other than the Adviser and its affiliates, that have been approved to receive nonpublic portfolio
holdings information concerning the Fund or Federated Hermes Complex; however, certain persons below might not receive
such information concerning the Fund or Federated Hermes Complex:
CUSTODIAN(S)
The Bank of New York Mellon
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP
LEGAL COUNSEL
Goodwin Procter LLP
K&L Gates LLP
Financial Printer(S)
Donnelley Financial Solutions
Proxy Voting Administrator
Institutional Shareholder Services
SECURITY PRICING SERVICES
Bloomberg L.P.
IHS Markit (Markit North America)
ICE Data Pricing & Reference Data, LLC
JPMorgan PricingDirect
Refinitiv US Holdings Inc.
RATINGS AGENCIES
Fitch, Inc.
Moody’s Investors Service, Inc.
Standard & Poor’s Financial Services LLC
Other SERVICE PROVIDERS
Other types of service providers that have been approved to receive nonpublic portfolio holdings information include service
providers offering, for example, trade order management systems, portfolio analytics, or performance and accounting systems,
such as:
Bank of America Merrill Lynch
Bloomberg L.P.
Citibank, N.A.
Eagle Investment Systems LLC
Electra Information Systems
FactSet Research Systems Inc.
FISGlobal
Institutional Shareholder Services
Investortools, Inc.
MSCI ESG Research LLC
Northern Trust Corporation
Sustainalytics U.S. Inc.
The Yield Book, Inc.
Wolters Kluwer N.V.
Prospectus
October 31, 2020
Disclosure contained herein relates to all classes of the Fund, as listed below, unless otherwise noted.
Federated Hermes SDG Engagement High Yield
Credit Fund
A Portfolio of Federated Hermes Adviser Series
(formerly, Federated Adviser Series)
A mutual fund seeking current income and long-term capital appreciation along side positive societal impact.
As with all mutual funds, the Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed
upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
IMPORTANT NOTICE TO SHAREHOLDERS
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies
of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports
from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made
available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access
the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not
take any action. You may elect to receive shareholder reports and other communications from the Fund or your financial
intermediary electronically by contacting your financial intermediary (such as a broker-dealer or bank); other shareholders
may call the Fund at 1-800-341-7400, Option 4.
You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary
that you wish to continue receiving paper copies of your shareholder reports by contacting your financial intermediary (such
as a broker-dealer or bank); other shareholders may call the Fund at 1-800-341-7400, Option 4. Your election to receive
reports in paper will apply to all funds held with the Fund complex or your financial intermediary.
Not FDIC Insured ▪ May Lose Value ▪ No Bank Guarantee
Fund Summary Information
Federated Hermes SDG Engagement High Yield Credit Fund (the “Fund”)
RISK/RETURN SUMMARY: INVESTMENT OBJECTIVE
The Fund’s investment objective is to seek current income and long-term capital appreciation alongside positive societal
impact. The objective may be changed by the Fund’s Board of Trustees (the
“
Trustees
”
) without shareholder approval.
RISK/RETURN SUMMARY: FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class A Shares (A), Class C Shares (C)
and Class R6 Shares (R6) of the Fund.
You may qualify for certain sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in certain classes of Federated Hermes Funds.
More information about
these and other discounts is available from your financial professional, in the
“
What Do Shares Cost?
”
section of the
Prospectus on page 15 and in
“
Appendix B
”
to this Prospectus. If you purchase the Fund’s R6 Shares through a broker
acting as an agent on behalf of its customers, you may be required to pay a commission to such broker; such commissions,
if any, are not reflected in the Example below.
Shareholder Fees (fees paid directly from your investment)
|
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Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
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Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)
|
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|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of offering price)
|
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|
Redemption Fee (as a percentage of amount redeemed, if applicable)
|
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Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
|
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Total Annual Fund Operating Expenses
|
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Fee Waivers and/or Expense Reimbursements
3
|
|
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Total Annual Fund Operating Expenses After Fee Waivers and/orExpense Reimbursements
|
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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 amount 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 Fund’s Board of Trustees (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.
Effective November 1, 2020 total annual fund operating expenses (excluding acquired fund fees and expenses, interest expense, extraordinary expenses, and
proxy-related expenses, paid by the Fund, if any) paid by the Fund’s A class, C class and R6 class (after the voluntary waivers and/or reimbursements) will not
exceed 0.87%, 1.62% and 0.57% (the
“
Fee Limit
”
), respectively,
up to but not including the later of (the “Termination Date”): (a) November 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.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other
mutual funds.
The Example assumes that you invest $10,000 for the time periods indicated and then redeem all of your Shares at the
end of those periods. Expenses assuming no redemption are also shown. The Example also assumes that your investment
has a 5% return each year and that the operating expenses (excluding fee waivers and/or expense reimbursements) are as
shown in the table above and remain the same. Although your actual costs and returns may be higher or lower, based on
these assumptions your costs would be:
|
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Expenses assuming redemption
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Expenses assuming no redemption
|
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Expenses assuming redemption
|
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Expenses assuming no redemption
|
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Expenses assuming redemption
|
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Expenses assuming no redemption
|
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Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund Shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the period September 26, 2019 (date of initial public investment) to August 31, 2020, the Fund’s portfolio turnover rate was 36% of the average value of its portfolio.
RISK/RETURN SUMMARY: INVESTMENTS, RISKS and PERFORMANCE
What are the Fund’s Main Investment Strategies?
The Fund pursues its investment objective by investing primarily in a diversified portfolio of high yield fixed-income
securities (also known as
“
junk bonds
”
), which include debt securities issued by U.S. or foreign businesses (including
emerging market debt securities). The Fund’s investment adviser or sub-adviser (as applicable, the
“
Adviser
”
) selects
securities that it believes have attractive risk-return characteristics. The Adviser’s securities selection process includes an
analysis of the issuer’s financial condition, business and product strength, competitive position and management expertise.
The Adviser does not limit the Fund’s investments to securities of a particular maturity range or duration.
In managing the assets of the Fund, the Adviser will seek to invest in securities that, in its view, provide the potential for
current income and long-term capital appreciation while also contributing to positive societal impact aligned to the United
Nations Sustainable Development Goals (the
“
UN Sustainable Development Goals
”
) (as outlined in further detail below).
1
It will do so by performing bottom-up fundamental analysis of financial criteria such as balance sheet quality, franchise
value (i.e., brand strength and sustainability of the business model) and quality of management. This fundamental, bottom-up
analysis of individual credit will be used to generate returns through anticipated price changes. At the same time, the
Adviser will analyze securities to seek to identify whether their market price is reflective of the value of the issuer of the
securities (as determined by the fundamental analysis outlined above and when taking market news into account). In
addition, the Adviser intends to use a wider analysis of general economic conditions for portfolio risk management
purposes. The Adviser intends to diversify the Fund’s portfolio across different geographic regions and industries.
1
Please refer to https://sustainabledevelopment.un.org/?menu=1300 for further information on the United Nations Sustainable Development Goals
In addition to fundamental financial indicator criteria, engagement criteria that may be used to identify such companies
will include, for example, assessment of company management competence, integrity, vision, potential and willingness to
enact the changes suggested by the Adviser, as well as alignment with at least one of the UN Sustainable
Development Goals.
The Adviser will use the UN SDG goals and targets as a framework for identifying, articulating and measuring positive
impact opportunities within the companies it chooses to invest. In addition to quantitative financial indicators and metrics,
qualitative criteria will include assessment of company management competence, integrity, vision, potential and
willingness to enact the changes suggested by the Adviser during company engagements.
The Fund will not be subject to any limitation on the types of companies in which it may invest (either in terms of
industry or focus) so long as these companies are viewed by the Adviser to provide the potential for current income and
long-term capital appreciation while also contributing to positive societal impact aligned to the UN Sustainable
Development Goals. The Fund will however, exclude companies that manufacture tobacco and/or controversial weapons.
The Fund may, from time to time, have larger allocations to certain broad market sectors in attempting to achieve its
investment objective.
The Fund may invest in derivative contracts and/or hybrid instruments to implement its investment strategies. For
example, the Fund may use derivative contracts or hybrid instruments to increase or decrease the portfolio’s exposure to
the investments(s) underlying the derivative or hybrid instrument. There can be no assurance that the Fund’s use of
derivative contracts or hybrid instruments will work as intended. Derivative investments made by the Fund are included
within the Fund’s 80% policy (as described below) and are calculated at market value.
The Fund will invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are
invested in fixed-income investments rated below investment-grade. The Fund will notify shareholders at least 60 days in
advance of any change in its investment policy that would enable the Fund to invest, under normal circumstances, less
than 80% of its net assets (plus any borrowings for investment purposes) in fixed-income investments rated
below investment-grade.
The Fund actively trades its portfolio securities in an attempt to achieve its investment objective. Active trading will
cause the Fund to have an increased portfolio turnover rate and increase the Fund’s trading costs, which may have an
adverse impact on the Fund’s performance. An active trading strategy will likely result in the Fund generating more short-term
capital gains or losses. Short-term gains are generally taxed at a higher rate than long-term gains. Any short-term
losses are used first to offset short-term gains.
What are the Main Risks of Investing in the Fund?
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund.
The primary
factors that may reduce the Fund’s returns include:
■
Risk Associated with Noninvestment-Grade Securities.
Securities rated below investment-grade may be subject to
greater interest rate, credit and liquidity risks than investment-grade securities. These securities are considered
speculative with respect to the issuer’s ability to pay interest and repay principal.
■
Issuer Credit Risk
.
It is possible that interest or principal on securities will not be paid when due. Noninvestment-grade
securities generally have a higher default risk than investment-grade securities. Such non-payment or default may
reduce the value of the Fund’s portfolio holdings, its share price and its performance.
■
Risks of Investing for UN Sustainable Development Goals.
The Fund’s strategy is to target companies the Adviser
believes will contribute positive societal impact aligned to the UN Sustainable Development Goals. The Fund may
underperform funds that do not have such a strategy.
■
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.
■
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. Among other investments, lower-grade bonds and loans may be particularly sensitive
to changes in the economy.
■
Liquidity Risk.
The noninvestment-grade securities in which the Fund may invest may not be readily marketable and
may be subject to greater fluctuations in price than other securities. Additionally, certain equity securities in which the
Fund invests may be less readily marketable and may be subject to greater fluctuation in price than other securities.
Also, market growth at rates greater than dealers’ capacity to make markets, as well as regulatory changes or certain
other developments, can reduce dealer inventories of securities (such as corporate bonds), which can further constrain
liquidity and increase price volatility. Additionally, there is a possibility that the Fund may not be able to sell a security
or close out a derivative contract when it wants to. If this happens, the Fund will be required to continue to hold the
security or keep the position open, and the Fund could incur losses. High levels of shareholder redemptions in response
to market conditions also may increase liquidity risk and may negatively impact Fund performance.
■
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.
■
Leveraged Company Risk.
Securities of companies that issue below investment grade debt or
“
junk
bonds
”
(i.e., leveraged companies) may be more volatile, be more sensitive to adverse issuer, political, market or
economic developments and have limited access to additional capital than securities of other, higher quality companies
or the market as a whole, which can limit their opportunities and ability to weather challenging business environments.
Companies that experience a decrease in credit quality or that have lower-quality debt or highly leveraged capital
structures may undergo difficult business circumstances and face a greater risk of liquidation, reorganization or
bankruptcy than other companies.
■
Risk of Foreign Investing.
Because the Fund invests in securities issued by foreign companies and national
governments, the Fund’s Share price may be more affected by foreign economic and political conditions, taxation
policies and accounting and auditing standards than could otherwise be the case.
■
Currency Risk.
Exchange rates for currencies fluctuate daily. The value of the Fund’s foreign investments and the
value of the shares may be affected favorably or unfavorably by changes in currency exchange rates relative to the
U.S. dollar.
■
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.
■
Leverage Risk.
Leverage risk is created when an investment exposes the Fund to a level of risk that exceeds the
amount invested.
■
Sector Risk.
The Fund may allocate relatively more assets to certain industry sectors than to others; therefore, the
Fund performance may be more susceptible to any developments which affect those sectors emphasized by the Fund.
■
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.
■
Risk of Investing in Derivative Contracts and Hybrid Instruments.
Derivative contracts and hybrid instruments
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 and instruments 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.
■
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.
The Shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
Performance: Bar Chart and Table
A performance bar chart and total return information for the Fund will be provided after the Fund has been in operation for a full calendar year.
Updated performance information for the Fund is available under the
“
Products
”
section at
FederatedInvestors.com
or by calling
1-800-341-7400
.
Fund Management
The Fund’s Investment Adviser is Federated Investment Management Company and the Fund’s Sub-Adviser, an
affiliate of the Investment Adviser, is Hermes Investment Management Limited.
Mitch Reznick, CFA,
Head of Research and Sustainable Fixed Income and Co-Portfolio Manager, has been the Fund’s
portfolio manager since inception in September 2019.
Fraser Lundie, CFA, Head of Credit and Co-Portfolio Manager, has been the Fund’s portfolio manager since inception
in September 2019.
Nachu Chockalingam, CFA and Co-Portfolio Manager, has been the Fund’s portfolio manager since October 2020.
purchase and sale of fund shares
You may purchase, redeem or exchange Shares of the Fund on any day the New York Stock Exchange is open. Shares
may be purchased through a financial intermediary firm that has entered into a Fund selling and/or servicing agreement
with the Distributor or an affiliate (
“
Financial Intermediary
”
) or directly from the Fund, by wire or by check. Please note
that certain purchase restrictions may apply. Redeem or exchange Shares through a financial intermediary or directly from
the Fund by telephone at 1-800-341-7400 or by mail.
A & C Classes
The minimum investment amount for the Fund’s A and C classes is generally $1,500 for initial investments and $100
for subsequent investments. The minimum initial and subsequent investment amounts for Individual Retirement Accounts
are generally $250 and $100, respectively. There is no minimum initial or subsequent investment amount for employer-sponsored
retirement plans. Certain types of accounts are eligible for lower minimum investments. The minimum
investment for Systematic Investment Programs is $50.
R6 Class
There are no minimum initial or subsequent investment amounts required. The minimum investment amount for
Systematic Investment Programs is $50.
Tax Information
A & C Classes
The Fund’s distributions are taxable as ordinary income or capital gains except when your investment is through a
401(k) plan, an Individual Retirement Account or other tax-advantaged investment plan.
R6 Class
The Fund’s distributions are taxable as ordinary income or capital gains except when your investment is through a
tax-advantagedinvestment plan.
Payments to Broker-Dealers and Other Financial Intermediaries
A & C Classes
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and/or its
related companies may pay the intermediary for the sale of Fund Shares and related services. These payments may create a
conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund
over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Payments to Broker-Dealers and Other Financial Intermediaries
R6 Class
Class R6 Shares do not make any payments to financial intermediaries, either from Fund assets or from the investment
adviser and its affiliates.
What are the Fund’s Investment Strategies?
The Fund’s investment objective is to seek current income and long-term capital appreciation alongside positive societal
impact. While there is no assurance that the Fund will achieve its investment objective, it endeavors to do so by following
the principal strategies and policies described in this Prospectus. This objective may be changed by the Fund’s Board of
Trustees (the
“
Trustees
”
) without shareholder approval.
The Fund pursues its investment objective by investing primarily in the high-yield fixed-income securities market. The
Fund’s investment adviser (the
“
Adviser
”
) actively manages the Fund’s portfolio seeking to realize the potentially higher
returns of high-yield securities (also known as
“
junk bonds
”
), compared to returns of high-grade securities by seeking to
minimize default risk and other risks through careful security selection and diversification. The Fund invests in domestic
high-yield debt securities both domestically and internationally (including emerging markets). A description of the various
types of securities in which the Fund invests, and their risks, immediately follows the strategy discussion.
The Adviser selects securities that it believes have attractive risk-return characteristics. The securities in which the Fund
invests have high yields primarily because of the market’s greater uncertainty about the issuer’s ability to make all
required interest and principal payments, and therefore about the returns that will in fact be realized by the Fund.
The Adviser attempts to select bonds for investment by the Fund which offer high potential returns for the default risks
being assumed. The Adviser’s securities selection process consists of a credit-intensive, fundamental analysis of the
issuing firm. The Adviser’s analysis focuses on the financial condition of the issuing firm together with the issuer’s
business and product strength, competitive position and management expertise. Further, the Adviser considers current
economic, financial market and industry factors, which may affect the issuer.
The Adviser attempts to minimize the Fund’s portfolio credit risk through diversification. The Adviser selects securities
to maintain broad portfolio diversification both by company and industry. The Adviser does not target an average maturity
range or duration for the Fund’s portfolio.
In managing the assets of the Fund, the Adviser will seek to invest in securities that, in its view, provide the potential for
current income and long-term capital appreciation while also contributing to positive societal impact aligned to the United
Nations Sustainable Development Goals (the
“
UN Sustainable Development Goals
”
) (as outlined in further detail below).
1
It will do so by performing bottom-up fundamental analysis of financial criteria such as balance sheet quality, franchise
value (i.e., brand strength and sustainability of the business model) and quality of management. This fundamental, bottom-up
analysis of individual credit will be used to generate returns through anticipated price changes. For example, the
Adviser will analyze securities of an issuer to seek to identify the extent to which the securities are exposed to credit risk.
This will be done with a view to assessing whether the market price of the security in question is, in the Adviser’s view,
reflective of its value (after taking account of the credit risk). At the same time, the Adviser will analyze securities to seek
to identify whether their market price is reflective of the value of the issuer of the securities (as determined by the
fundamental analysis outlined above and when taking market news into account). In addition, the Adviser intends to use a
wider analysis of general economic conditions for portfolio risk management purposes. The Adviser intends to diversify
the Fund’s portfolio across different geographic regions and industries.
1
Please refer to https://sustainabledevelopment.un.org/?menu=1300 for further information on the United Nations Sustainable Development Goals
In addition to fundamental financial indicator criteria, the Adviser also considers engagement criteria such as
assessment of company management competence, integrity, vision, potential and willingness to enact the changes
suggested by the Adviser, as well as alignment with at least one of the UN Sustainable Development Goals.
The Adviser will use the UN SDG goals and targets as a framework for identifying, articulating and measuring positive
impact opportunities within the companies it chooses to invest. In addition to quantitative financial indicators and metrics,
qualitative criteria will include assessment of company management competence, integrity, vision, potential and
willingness to enact the changes suggested by the Adviser during company engagements.
The Adviser will utilize bottom-up analysis of companies’ respective supply chains, direct operations, products and
services to identify those businesses with the best opportunity for improvement in areas such as education, water, and
energy conservation.
It is anticipated that by identifying solutions to meeting specific UN Sustainable Development Goals, companies will be
able to incrementally improve long-term financial returns and resilience by generating higher sales and better productivity
by delivering, for example, improved health or educational outcomes for their employees and local community. The
Adviser’s in-house stewardship team will support the identification of, and engagement with, suitable companies that meet
the criteria outlined above and below. The UN Sustainable Development Goals are as follows: no poverty; zero hunger;
good health and well-being; quality education; gender equality; clean water and sanitation; affordable and clean energy;
decent work and economic growth; industry, innovation and infrastructure; reduced inequalities; sustainable cities and
communities; responsible consumption and production; climate action; life below water; life on land; peace, justice and
strong institutions; and partnership for the goals.
The Fund will not be subject to any limitation on the types of companies in which it may invest (either in terms of
industry or focus) so long as these companies are viewed by the Adviser to provide the potential for long-term capital
appreciation while also contributing to positive societal impact aligned to the UN Sustainable Development Goals. The
Fund will however, exclude companies that manufacture tobacco and/or controversial weapons. The Fund may, from time
to time, have larger allocations to certain broad market sectors in attempting to achieve its investment objective.
In making its investment decisions, the Adviser will seek to consider its corporate governance and/or responsible
investment policies (
“
CGRI Guidelines
”
) with regards to the holding of either individual securities or various categories or
classes of securities. The Adviser will typically sell a security either when its analysis indicates that it has either met the
defined engagement objectives aligned to the UN Sustainable Development Goals or the Adviser does not believe that
these objectives will be met, or when there is a material change in a company’s investment thesis that would prompt a sale.
The CGRI Guidelines are intended to provide guidance on achieving best practice standards of corporate governance and
equity stewardship in order to make informed investment decisions.
The Fund may use derivative contracts and/or hybrid instruments to implement elements of its investment strategy. For
example, the Fund may use derivative contracts or hybrid instruments to increase or decrease the portfolio’s exposure to
the investment(s) underlying the derivative or hybrid instrument in an attempt to benefit from changes in the value of the
underlying investment(s). Additionally, by way of example, the Fund may use derivative contracts in an attempt to:
■
increase or decrease the effective duration of the Fund portfolio;
■
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 derivative contracts or hybrid instruments will work as intended.
Derivative investments made by the Fund are included within the Fund’s 80% policy (as described below) and are
calculated at market value.
The Fund will invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are
invested in fixed-income investments rated below investment-grade. The Fund will notify shareholders at least 60 days in
advance of any change in its investment policy that would enable the Fund to invest, under normal circumstances, less
than 80% of its net assets (plus any borrowings for investment purposes) in fixed-income investments rated
below investment-grade.
Portfolio Turnover
The Fund actively trades its portfolio securities in an attempt to achieve its investment objective. Active trading will
cause the Fund to have an increased portfolio turnover rate and increase the Fund’s trading costs, which may have an
adverse impact on the Fund’s performance. An active trading strategy will likely result in the Fund generating more short-term
capital gains or losses. Short-term gains are generally taxed at a higher rate than long-term gains. Any short-term
losses are used first to offset short-term gains.
TEMPORARY INVESTMENTS
The Fund may temporarily depart from its principal investment strategies by investing its assets in shorter-term debt
securities and similar obligations or holding cash. It may do this in response to unusual circumstances, such as: adverse
market, economic or other conditions (for example, to help avoid potential losses, or during periods when there is a
shortage of appropriate securities); to maintain liquidity to meet shareholder redemptions; or to accommodate cash
inflows. It is possible that such investments could affect the Fund’s investment returns and/or the ability to achieve the
Fund’s investment objectives.
What are the Fund’s Principal Investments?
The following provides general information on the Fund’s principal investments. The Fund’s Statement of Additional
Information (SAI) provides information about the Fund’s non-principal investments and may provide additional
information about the Fund’s principal investments.
FIXED-INCOME SECURITIES
Fixed-income securities pay interest, dividends or distributions at a specified rate. The rate may be a fixed percentage of
the principal or may be adjusted periodically. In addition, the issuer of a fixed-income security must repay the principal
amount of the security, normally within a specified time. Fixed-income securities provide more regular income than equity
securities. However, the returns on fixed-income securities are limited and normally do not increase with the issuer’s
earnings. This limits the potential appreciation of fixed-income securities as compared to equity securities.
A security’s yield measures the annual income earned on a security as a percentage of its price. A security’s yield will
increase or decrease depending upon whether it costs less (a
“
discount
”
) or more (a
“
premium
”
) than the principal amount.
If the issuer may redeem the security before its scheduled maturity, the price and yield on a discount or premium security
may change based upon the probability of an early redemption. Securities with higher risks generally have higher yields.
The following describes the fixed-income securities in which the Fund principally invests:
Preferred Stocks
Preferred stocks have the right to receive specified dividends or distributions before the issuer makes payments on its
common stock. Some preferred stocks also participate in dividends and distributions paid on common stock. Preferred
stocks may also permit the issuer to redeem the stock. The Fund may also treat such redeemable preferred stock as a
fixed-income security.
Corporate Debt Securities (A Type of Fixed-Income Security)
Corporate debt securities are fixed-income securities issued by businesses. Notes, bonds, debentures and commercial
paper are the most prevalent types of corporate debt securities. The credit risks of corporate debt securities vary widely
among issuers.
In addition, the credit risk of an issuer’s debt security may vary based on its priority for repayment. For example, higher
ranking (
“
senior
”
) debt securities have a higher priority than lower ranking (
“
subordinated
”
) securities. This means that
the issuer might not make payments on subordinated securities while continuing to make payments on senior securities. In
addition, in the event of bankruptcy, holders of senior securities may receive amounts otherwise payable to the holders of
subordinated securities. Some subordinated securities, such as trust-preferred and capital-securities notes, also permit the
issuer to defer payments under certain circumstances. For example, insurance companies issue securities known as surplus
notes that permit the insurance company to defer any payment that would reduce its capital below regulatory requirements.
Lower-Rated, Fixed-Income Securities
Lower-rated, fixed-income securities are securities rated below investment grade (i.e., BB or lower) by a nationally
recognized statistical rating organization (NRSRO). There is no minimal acceptable rating for a security to be purchased
or held by the Fund and the Fund may purchase or hold unrated securities and securities whose issuers are in default.
Demand Instruments (A Type of Corporate Debt Security)
Demand instruments are corporate debt securities that require the issuer or a third party, such as a dealer or bank (the
“
Demand Provider
”
), to repurchase the security for its face value upon demand. Some demand instruments are
“
conditional,
”
so that the occurrence of certain conditions relieves the Demand Provider of its obligation to repurchase the
security. Other demand instruments are
“
unconditional,
”
so that there are no conditions under which the Demand
Provider’s obligation to repurchase the security can terminate. The Fund treats demand instruments as short-term
securities, even though their stated maturity may extend beyond one year.
Convertible Securities (A Fixed-Income Security)
Convertible securities are fixed-income securities that the Fund has the option to exchange for equity securities at a
specified conversion price. The option allows the Fund to realize additional returns if the market price of the equity
securities exceeds the conversion price. For example, the Fund may hold fixed-income securities that are convertible into
shares of common stock at a conversion price of $10 per share. If the market value of the shares of common stock reached
$12, the Fund could realize an additional $2 per share by converting its fixed-income securities.
Convertible securities have lower yields than comparable fixed-income securities. In addition, at the time a convertible
security is issued, the conversion price exceeds the market value of the underlying equity securities. Thus, convertible
securities may provide lower returns than non-convertible, fixed-income securities or equity securities depending upon
changes in the price of the underlying equity securities. However, convertible securities permit the Fund to realize some of
the potential appreciation of the underlying equity securities with less risk of losing its initial investment.
To the extent the Fund invests in convertible securities, it typically invests in securities that can be exchanged for
instruments that are publically traded or listed on a centralized market or stock exchange. The Fund may receive securities
not publically traded or listed on a centralized market or stock exchange in connection with bankruptcies, restructurings, or
other unusual circumstances.
The Fund treats convertible securities as fixed-income securities for purposes of its investment policies and limitations,
because of their unique characteristics.
Contingent Convertible Capital Instrument (A Type of Fixed-Income Security)
Contingent convertible capital instruments are fixed-income securities or preferred stocks that automatically convert
into equity securities of the issuer or undergo a principal write-down by a pre-determined percentage upon the occurrence
of certain events (a
“
Trigger Event
”
). For example, a Trigger Event may occur if the issuer’s bank regulatory capital ratio
falls below a predetermined level. If a Trigger Event occurs, the fund would be likely to lose some or all of its investment
in the Contingent convertible capital instrument. Contingent convertible capital instruments may expose the Fund to stock
market risk. The Fund treats contingent convertible capital instruments as fixed-income securities for purposes of its
investment policies and limitations, because they should perform like other fixed income securities unless a Trigger
Event occurs.
FOREIGN SECURITIES
Foreign securities are securities of issuers based outside the United States. To the extent a Fund invests in securities
included in its applicable broad-based securities market index, the Fund may consider an issuer to be based outside the
United States if the applicable index classifies the issuer as based outside the United States. Accordingly, the Fund may
consider an issuer to be based outside the United States if the issuer satisfies at least one, but not necessarily all, of
the following:
■
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.
While the Fund typically invests in U.S. dollar denominated foreign securities, and primarily hedges all currency risk
back to the U.S. dollar, the Fund may also invest in foreign securities that are denominated in foreign currencies Along
with the risks normally associated with domestic securities of the same type, foreign securities are subject to currency risks
and risks of foreign investing. Trading in certain foreign markets is also subject to liquidity risks.
Foreign Exchange Contracts
In order to convert U.S. dollars into the currency needed to buy a foreign security, or to convert foreign currency
received from the sale of a foreign security into U.S. dollars, or to decrease or eliminate the Fund’s exposure to foreign
currencies in which a portfolio security is denominated, the Fund may enter into spot currency trades. In a spot trade, the
Fund agrees to exchange one currency for another at the current exchange rate. The Fund may also enter into derivative
contracts in which a foreign currency is an underlying asset. The exchange rate for currency derivative contracts may be
higher or lower than the spot exchange rate. Use of these derivative contracts may increase or decrease the Fund’s
exposure to currency risks.
Derivative Contracts
Derivative contracts are financial instruments that require payments based upon changes in the values of designated
securities, commodities, currencies, indices, or other assets or instruments including other derivative contracts, (each a
“
Reference Instrument
”
and collectively,
“
Reference Instruments
”
). Each party to a derivative contract may sometimes be
referred to as a counterparty. Some derivative contracts require payments relating to an actual, future trade involving the
Reference Instrument. These types of derivatives are frequently referred to as
“
physically settled
”
derivatives. Other
derivative contracts require payments relating to the income or returns from, or changes in the market value of, a
Reference Instrument. These types of derivatives are known as
“
cash-settled
”
derivatives, since they require cash
payments in lieu of delivery of the Reference Instrument.
Many derivative contracts are traded on securities or commodities exchanges. In this case, the exchange sets all the
terms of the contract except for the price. Investors make payments due under their contracts through the exchange. Most
exchanges require investors to maintain margin accounts through their brokers to cover their potential obligations to the
exchange. Parties to the contract make (or collect) daily payments to the margin accounts to reflect losses (or gains) in the
value of their contracts. This protects investors against potential defaults by the other party to the contract. Trading
contracts on an exchange also allows investors to close out their contracts by entering into offsetting contracts.
The Fund may also trade derivative contracts over-the-counter (OTC) in transactions negotiated directly between the
Fund and a financial institution. OTC contracts do not necessarily have standard terms, so they may be less liquid and
more difficult to close out than exchange-traded contracts. In addition, OTC contracts with more specialized terms may be
more difficult to value than exchange-traded contracts, especially in times of financial stress.
The market for swaps and other OTC derivatives was largely unregulated prior to the enactment of federal legislation
known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
“
Dodd-Frank Act
”
). Regulations enacted
by the Commodity Futures Trading Commission (the CFTC) under the Dodd-Frank Act require the Fund to clear certain
swap contracts through a clearing house or central counterparty (a CCP).
To clear a swap through the CCP, the Fund will submit the contract to, and post margin with, a futures commission
merchant (FCM) that is a clearing house member. The Fund may enter into the swap with a financial institution other than
the FCM and arrange for the contract to be transferred to the FCM for clearing, or enter into the contract with the FCM
itself. If the Fund must centrally clear a transaction, the CFTC’s regulations also generally require that the swap be
executed on a registered exchange or through a market facility that is known as a swap execution facility or SEF. Central
clearing is presently required only for certain swaps; the CFTC is expected to impose a mandatory central clearing
requirement for additional derivative instruments over time.
The CCP, SEF and FCM are all subject to regulatory oversight by the CFTC. In addition, most derivative market
participants are now regulated as swap dealers or major swap participants and are subject to certain minimum capital and
margin requirements and business conduct standards. Similar regulatory requirements are expected to apply to derivative
contracts that are subject to the jurisdiction of the SEC, although the SEC has not yet finalized its regulations. In addition,
uncleared OTC swaps will be subject to regulatory collateral requirements that could adversely affect the Fund’s ability to
enter into swaps in the OTC market. These developments could cause the Fund to terminate new or existing swap
agreements or to realize amounts to be received under such instruments at an inopportune time.
Until the mandated rulemaking and regulations are implemented completely, it will not be possible to determine the
complete impact of the Dodd-Frank Act and related regulations on the Fund.
Depending on how the Fund uses derivative contracts and the relationships between the market value of a derivative
contract and the Reference Instrument, derivative contracts may increase or decrease the Fund’s exposure to the risks of
the Reference Instrument, and may also expose the Fund to liquidity and leverage risks. OTC contracts also expose the
Fund to credit risks in the event that a counterparty defaults on the contract, although this risk may be mitigated by
submitting the contract for clearing through a CCP.
Payment obligations arising in connection with derivative contracts are frequently required to be secured with margin
(which is commonly called
“
collateral
”
). To the extent necessary to meet such requirements, the Fund may purchase
U.S. Treasuryand/or government agency securities.
The Fund may invest in a derivative contract if it is permitted to own, invest in, or otherwise have economic exposure to
the Reference Instrument. The Fund is not required to own a Reference Instrument in order to buy or sell a derivative
contract relating to that Reference Instrument. The Fund may trade in the following specific types and/or combinations of
derivative contracts:
Futures Contracts (A Type of Derivative)
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a
Reference Instrument at a specified price, date and time. Entering into a contract to buy a Reference Instrument is
commonly referred to as buying a contract or holding a long position in the asset. Entering into a contract to sell a
Reference Instrument is commonly referred to as selling a contract or holding a short position in the Reference Instrument.
Futures contracts are considered to be commodity contracts. The Adviser has claimed an exclusion from the definition of
the term
“
commodity pool operator
”
under the Commodity Exchange Act with respect to the Fund and, therefore, is not
subject to registration or regulation with respect to the Fund. Futures contracts traded OTC are frequently referred to as
forward contracts. The Fund can buy or sell financial futures (such as interest rate futures, index futures and security
futures), as well as, currency futures and currency forward contracts.
Option Contracts (A Type of Derivative)
Option contracts (also called
“
options
”
) are rights to buy or sell a Reference Instrument for a specified price (the
“
exercise price
”
) during, or at the end of, a specified period. The seller (or
“
writer
”
) of the option receives a payment, or
premium, from the buyer, which the writer keeps regardless of whether the buyer uses (or exercises) the option. A call
option gives the holder (buyer) the right to buy the Reference Instrument from the seller (writer) of the option. A put
option gives the holder the right to sell the Reference Instrument to the writer of the option. Options may be bought or sold
on a wide variety of Reference Instruments. Options that are written on futures contracts will be subject to margin
requirements similar to those applied to futures contracts.
Swap Contracts (A Type of Derivative)
A swap contract (also known as a
“
swap
”
) is a type of derivative contract in which two parties agree to pay each other
(swap) the returns derived from Reference Instruments. Swaps do not always involve the delivery of the Reference
Instruments by either party, and the parties might not own the Reference Instruments underlying the swap. The payments
are usually made on a net basis so that, on any given day, the Fund would receive (or pay) only the amount by which its
payment under the contract is less than (or exceeds) the amount of the other party’s payment. Swap agreements are
sophisticated instruments that can take many different forms and are known by a variety of names. Common types of
swaps in which the Fund may invest include interest rate swaps, caps and floors, total return swaps, credit default swaps
and currency swaps.
OTHER INVESTMENTS, TRANSACTIONS, TECHNIQUES
Hedging
Hedging transactions are intended to reduce specific risks. For example, to protect the Fund against circumstances that
would normally cause the Fund’s portfolio securities to decline in value, the Fund may buy or sell a derivative contract
that would normally increase in value under the same circumstances. The Fund may also attempt to hedge by using
combinations of different derivative contracts, or derivative contracts and securities. The Fund’s ability to hedge may be
limited by the costs of the derivative contracts. The Fund may attempt to lower the cost of hedging by entering into
transactions that provide only limited protection, including transactions that: (1) hedge only a portion of its portfolio;
(2) use derivative contracts that cover a narrow range of circumstances or; (3) involve the sale of derivative contracts with
different terms. Consequently, hedging transactions will not eliminate risk even if they work as intended. In addition,
hedging strategies are not always successful, and could result in increased expenses and losses to the Fund.
Hybrid Instruments
Hybrid instruments combine elements of two different kinds of securities or financial instruments (such as a derivative
contract). Frequently, the value of a hybrid instrument is determined by reference to changes in the value of a Reference
Instrument (that is a designated security, commodity, currency, index or other asset or instrument including a derivative
contract). The Fund may use hybrid instruments only in connection with permissible investment activities. Hybrid
instruments can take on many forms including, but not limited to, the following forms. First, a common form of a hybrid
instrument combines elements of a derivative contract with those of another security (typically a fixed-income security). In
this case all or a portion of the interest or principal payable on a hybrid security is determined by reference to changes in
the price of a Reference Instrument. Second, hybrid instruments may include convertible securities with conversion terms
related to a Reference Instrument.
Depending on the type and terms of the hybrid instrument, its risks may reflect a combination of the risks of investing in
the Reference Instrument with the risks of investing in other securities, currencies and derivative contracts. Thus, an
investment in a hybrid instrument may entail significant risks in addition to those associated with traditional securities or
the Reference Instrument. Hybrid instruments are also potentially more volatile than traditional securities or the Reference
Instrument. Moreover, depending on the structure of the particular hybrid, it may expose the Fund to leverage risks or
carry liquidity risks.
Asset Segregation
In order to secure its obligations in connection with derivative contracts or special transactions, the Fund will either own
the underlying assets, enter into offsetting transactions or set aside cash or readily marketable securities in each case, as
provided by the SEC or SEC staff guidance. This requirement may cause the Fund to miss favorable trading opportunities,
due to a lack of sufficient cash or readily marketable securities. This requirement may also cause the Fund to realize losses
on offsetting or terminated derivative contracts or special transactions.
Investing in Securities of Other Investment Companies
The Fund may invest its assets in securities of other investment companies, including the securities of affiliated money
market funds, as an efficient means of implementing its investment strategies and/or managing its uninvested cash. The
Fund may also invest in high yield and loan instruments primarily by investing in another investment company (which is
not available for general investment by the public) that owns those securities and that is advised by an affiliate of the
Adviser. The Fund may also invest in such securities directly. These other investment companies are managed
independently of the Fund and incur additional fees and/or expenses which would, therefore, be borne indirectly by the
Fund in connection with any such investment. However, the Adviser believes that the benefits and efficiencies of this
approach should outweigh the potential additional fees and/or expenses.
Investment Ratings for Investment-Grade Securities
The Adviser will determine whether a security is investment grade based upon the credit ratings given by one or more
NRSROs. For example, Standard & Poor’s, an NRSRO, assigns ratings to investment-grade securities (AAA, AA, A and
BBB including modifiers, sub-categories and gradations) based on their assessment of the likelihood of the issuer’s
inability to pay interest or principal (default) when due on each security. Lower credit ratings correspond to higher credit
risk. If a security has not received a rating, the Fund must rely entirely upon the Adviser’s credit assessment that the
security is comparable to investment grade. The presence of a ratings modifier, sub-category, or gradation (for example, a
(+) or (-)) is intended to show relative standing within the major rating categories and does not affect the security credit
rating for purposes of the Fund’s investment parameters. If a security is downgraded below the minimum quality grade
discussed above, the Adviser will reevaluate the security, but will not be required to sell it.
Investment Ratings for Noninvestment-Grade Securities
Noninvestment-grade securities are rated below BBB- by an NRSRO. These bonds have greater economic, credit and
liquidity risks than investment-grade securities.
What are the Specific Risks of Investing in the Fund?
The following provides general information on the risks associated with the Fund’s principal investments. Any
additional risks associated with the Fund’s non-principal investments are described in the Fund’s SAI. The Fund’s SAI
also may provide additional information about the risks associated with the Fund’s principal investments.
Risk Associated with Noninvestment-Grade Securities
Securities rated below investment grade, also known as junk bonds, generally entail greater economic, credit and
liquidity risks than investment-grade securities. For example, their prices are more volatile, economic downturns and
financial setbacks may affect their prices more negatively, and their trading market may be more limited. These securities
are considered speculative with respect to the issuer’s ability to pay interest and repay principal.
ISSUER Credit Risk
It is possible that interest or principal on securities will not be paid when due. Noninvestment-grade securities generally
have a higher default risk than investment-grade securities. Such non-payment or default may reduce the value of the
Fund’s portfolio holdings, its share price and its performance.
Many fixed-income securities receive credit ratings from nationally recognized statistical rating organizations
(NRSROs) such as Fitch Rating Service, Moody’s Investor Services, Inc. and Standard & Poor’s that assign ratings to
securities by assessing the likelihood of an issuer and/or guarantor default. Higher credit ratings correspond to lower
perceived credit risk and lower credit ratings correspond to higher perceived credit risk. Credit ratings may be upgraded or
downgraded from time to time as an NRSRO’s assessment of the financial condition of a party obligated to make
payments with respect to such securities and credit risk changes. The impact of any credit rating downgrade can be
uncertain. Credit rating downgrades may lead to increased interest rates and volatility in financial markets, which in turn
could negatively affect the value of the Fund’s portfolio holdings, its share price and its investment performance. Credit
ratings are not a guarantee of quality. Credit ratings may lag behind the current financial conditions of the issuer and/or
guarantor and do not provide assurance against default or other loss of money. Credit ratings do not protect against a
decline in the value of a security. If a security has not received a rating, the Fund must rely entirely upon the Adviser’s
credit assessment.
Fixed-income securities generally compensate for greater credit risk by paying interest at a higher rate. The difference
between the yield of a security and the yield of a U.S. Treasury security or other appropriate benchmark with a comparable
maturity (the
“
spread
”
) measures the additional interest paid for risk. Spreads may increase generally in response to
adverse economic or market conditions. A security’s spread may also increase if the security’s rating is lowered, or the
security is perceived to have an increased credit risk. An increase in the spread will cause the price of the security to
decline if interest rates remain unchanged.
Risks of Investing for UN Sustainable Development Goals
The Fund’s strategy is to target companies the Adviser believes will contribute positive societal impact aligned to the
UN Sustainable Development Goals. The Fund may underperform funds that do not have such a strategy. This strategy
may result in the Fund’s forgoing opportunities to buy certain securities when it might otherwise be advantageous to do so.
The Adviser’s assessment of a company’s alignment to the UN Sustainable Development Goals may change over time,
which could cause the Fund to temporarily hold securities that do not align as closely with the UN Sustainable
Development Goals as initially determined by the Adviser, or may cause the Fund to sell securities when it might be
otherwise disadvantageous for it to do so. In evaluating a company, the Adviser is dependent upon information and data
that may be incomplete, inaccurate or unavailable, which could cause the Adviser to incorrectly assess a company’s
alignment to the UN Sustainable Development Goals. The Adviser’s assessment of a company’s alignment to the UN
Sustainable Development Goals depends upon an analysis of a number of factors and may be evaluated differently by
different managers.
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.
RISK RELATED TO THE ECONOMY
The value of the Fund’s portfolio may decline in tandem with a drop in the overall value of the markets in which the
Fund invests and/or other markets based on negative developments in the U.S. and global economies. Economic, political
and financial conditions, or industry or economic trends and developments, may, from time to time, and for varying
periods of time, cause volatility, illiquidity or other potentially adverse effects in the financial markets, including the
fixed-income market. The commencement, continuation or ending of government policies and economic stimulus
programs, changes in monetary policy, increases or decreases in interest rates, or other factors or events that affect the
financial markets, including the fixed-income markets, may contribute to the development of or increase in volatility,
illiquidity, shareholder redemptions and other adverse effects, which could negatively impact the Fund’s performance. For
example, the value of certain portfolio securities may rise or fall in response to changes in interest rates, which could result
from a change in government policies, and has the potential to cause investors to move out of certain portfolio securities,
including fixed-income securities, on a large scale. This may increase redemptions from funds that hold large amounts of
certain securities and may result in decreased liquidity and increased volatility in the financial markets. Market factors,
such as the demand for particular portfolio securities, may cause the price of certain portfolio securities to fall while the
prices of other securities rise or remain unchanged. Among other investments, lower-grade bonds and loans may be
particularly sensitive to changes in the economy.
Epidemic and Pandemic Risk
An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in late 2019 and
subsequently spread globally (
“
COVID-19
”
). This coronavirus has resulted in closing borders, enhanced health
screenings, healthcare service preparation and delivery, quarantines, cancellations, and disruptions to supply chains,
workflow operations and consumer activity, as well as general concern and uncertainty. The impact of this
coronavirus may be short-term or may last for an extended period of time and has resulted in a substantial economic
downturn. Health crises caused by outbreaks, such as the coronavirus outbreak, may exacerbate other pre-existing
political, social and economic risks. The impact of this outbreak, and other epidemics and pandemics that may arise in
the future, could continue to negatively affect the worldwide economy, as well as the economies of individual
countries, individual companies, including certain Fund service providers and issuers of the Fund’s investments, and
the markets in general in significant and unforeseen ways. Any such impact could adversely affect the
Fund’s performance.
The United States has responded to the COVID-19 pandemic and resulting economic distress with fiscal and
monetary stimulus packages. In late March 2020, the government passed the Coronavirus Aid, Relief, and Economic
Security Act (the
“
CARES Act
”
), a stimulus package providing for over $2.2 trillion in resources to small businesses,
state and local governments, and individuals that have been adversely impacted by the COVID-19 pandemic. In
addition, in mid-March 2020 theU.S. Federal Reserve (
“
Fed
”
) cut interest rates to historically low levels and has
announced a new round of quantitative easing, including purchases of corporate and municipal government bonds.
The Fed also enacted various programs to support liquidity operations and funding in the financial markets, including
expanding its reverse repurchase agreement operations, adding $1.5 trillion of liquidity to the banking system;
establishing swap lines with other major central banks to provide dollar funding; establishing a program to support
money market funds; easing various bank capital buffers; providing funding backstops for businesses to provide
bridging loans for up to four years; and providing funding to help credit flow in asset-backed securities markets. The
Fed also plans to extend credit to small- and medium-sized businesses.
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. These features may make it more difficult to
sell or buy a security at a favorable price or time. Consequently, the Fund may have to accept a lower price to sell a
security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect
on the Fund’s performance. Infrequent trading of securities may also lead to an increase in their price volatility.
Liquidity risk also refers to the possibility that the Fund may not be able to sell a security or close out a derivative
contract when it wants to. If this happens, the Fund will be required to continue to hold the security or keep the position
open, and the Fund could incur losses.
OTC derivative contracts generally carry greater liquidity risk than exchange-traded contracts. This risk may be
increased in times of financial stress, if the trading market for OTC derivative contracts becomes restricted.
LeverageD COMpany Risk
Securities issued by leveraged companies, including securities of companies that issue below investment grade debt or
“
junk bonds
”
may be more volatile than securities of companies that issue investment grade debt. In addition, securities of
leveraged companies tend to be more sensitive to adverse issuer, political, market or economic developments than the
market as a whole and the securities of other types of companies. A decrease in the credit quality of a leveraged company
is likely to lead to a decrease in the value of the company’s securities. Leveraged companies can have limited access to
additional capital, which can limit their ability to capitalize on attractive business opportunities and make it more difficult
for them to weather challenging business environments. Companies with lower-quality debt or highly leveraged capital
structures may undergo difficult business circumstances. These companies may face a greater risk of liquidation,
reorganization or bankruptcy than companies without lower-quality debt or with lower levels of leverage. In the event of
liquidation, reorganization or bankruptcy, a company’s creditors generally take precedence over the company’s
stockholders, which makes recovery of those stockholders’ investment relatively less likely.
Interest Rate Risk
Prices of fixed-income securities rise and fall in response to changes in interest rates. Generally, when interest rates rise,
prices of fixed-income securities fall. However, market factors, such as the demand for particular fixed-income securities,
may cause the price of certain fixed-income securities to fall while the prices of other securities rise or remain unchanged.
The longer the duration of a fixed-income security, the more susceptible it is to interest rate risk. The duration of a
fixed-income security may be equal to or shorter than the stated maturity of a fixed-income security. Recent and potential
futures changes in monetary policy made by central banks and/or their governments are likely to affect the level of interest
rates. Duration measures the price sensitivity of a fixed-income security given a change in interest rates. For example, if a
fixed-income security has an effective duration of three years, a 1% increase in general interest rates would be expected to
cause the security’s value to decline about 3% while a 1% decrease in general interest rates would be expected to cause the
security’s value to increase about 3%.
Risk of Foreign Investing
Foreign securities pose additional risks because foreign economic or political conditions may be less favorable than
those of the United States. Securities in foreign markets may also be subject to taxation policies that reduce returns for
U.S. investors.
Foreign companies may not provide information (including financial statements) as frequently or to as great an extent as
companies in the United States. Foreign companies may also receive less coverage than U.S. companies by market
analysts and the financial press. In addition, foreign countries may lack uniform accounting, auditing and financial
reporting standards or regulatory requirements comparable to those applicable to U.S. companies. These factors may
prevent the Fund and its Adviser from obtaining information concerning foreign companies that is as frequent, extensive
and reliable as the information available concerning companies in the United States.
Foreign countries may have restrictions on foreign ownership of securities or may impose exchange controls, capital
flow restrictions or repatriation restrictions which could adversely affect the liquidity of the Fund’s investments.
Since many loan instruments involve parties (for example, lenders, borrowers and agent banks) located in multiple
jurisdictions outside of the United States, there is a risk that a security interest in any related collateral may be
unenforceable and obligations under the related loan agreements may not be binding.
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 holding of such
currencies or holding of non-U.S. dollar denominated securities. The combination of currency risk and market risks tends
to make securities traded in foreign markets more volatile than securities traded exclusively in the United States.
Currency risk includes both the risk that currencies in which the Fund’s investments are traded, or currencies in which
the Fund has taken an active investment position, will decline in value relative to the U.S. dollar and, in the case of
hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged.
The Adviser attempts to manage currency risk by limiting the amount the Fund invests in securities denominated in a
particular currency. However, diversification will not protect the Fund against a general increase in the value of the
U.S. dollar relative to other currencies.
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. If the euro is dissolved entirely, the legal and contractual
consequences for holders of euro-denominated obligations and derivative contracts would be determined by laws in effect
at such time. Such investments may continue to be held, or purchased, to the extent consistent with the Fund’s investment
objective(s) and permitted under applicable law. These potential developments, or market perceptions concerning these
and related issues, could adversely affect the value of the Shares.
Certain countries in the EU have had to accept assistance from supra-governmental agencies such as the International
Monetary Fund, the European Stability Mechanism (the ESM) or other supra-governmental agencies. The European
Central Bank has also been intervening to purchase Eurozone debt in an attempt to stabilize markets and reduce borrowing
costs. There can be no assurance that these agencies will continue to intervene or provide further assistance and markets
may react adversely to any expected reduction in the financial support provided by these agencies. Responses to the
financial problems by European governments, central banks and others including austerity measures and reforms, may not
work, may result in social unrest and may limit future growth and economic recovery or have other
unintended consequences.
In addition, one or more countries may withdraw from the EU, and one or more countries within the Eurozone may
abandon the euro. The impact of these actions, especially if they occur in a disorderly fashion, could be significant and
far-reaching. On January 31, 2020, the United Kingdom (UK) left the EU, commonly referred to as
“
Brexit,
”
and there
commenced a transition period during which the EU and UK will negotiate and agree on the nature of their future
relationship. There is significant market uncertainty regarding Brexit’s ramifications, and the range and potential
implications of possible political, regulatory, economic and market outcomes are difficult to predict. This long-term
uncertainty may affect other countries in the EU and elsewhere and may cause volatility within the EU, triggering
prolonged economic downturns in certain countries within the EU. In addition, Brexit may create additional and
substantial economic stresses for the UK, including a contraction of the UK economy and price volatility in UK stocks,
decreased trade, capital outflows, devaluation of the British pound, wider corporate bond spreads due to uncertainty and
declines in business and consumer spending as well as foreign direct investment. Brexit may also adversely affect
UK-based financial firms, including certain subadvisers to the Federated Hermes Funds, that have counterparties in the EU
or participate in market infrastructure (trading venues, clearing houses, settlement facilities) based in the EU. These events
and the resulting market volatility may have an adverse effect on the performance of the Fund.
Leverage Risk
Leverage risk is created when an investment, which includes, for example, an investment in a derivative contract,
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. Investments can have these same results if their returns are based on a
multiple of a specified index, security or other benchmark.
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 of Investing in Emerging Market Countries
Securities issued or traded in emerging markets generally entail greater risks than securities issued or traded in
developed countries. For example, their prices may be significantly more volatile than prices in developed countries.
Emerging market economies may also experience more severe down-turns (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.
Risk of Investing in Derivative Contracts and Hybrid Instruments
The Fund’s exposure to derivative contracts and hybrid instruments (either directly or through its investment in another
investment company) involves risks different from, or possibly greater than, the risks associated with investing directly in
securities and other traditional investments. First, changes in the value of the derivative contracts and hybrid instruments
in which the Fund invests may not be correlated with changes in the value of the underlying Reference Instruments or, if
they are correlated, may move in the opposite direction than originally anticipated. Second, while some strategies
involving derivatives may reduce the risk of loss, they may also reduce potential gains or, in some cases, result in losses
by offsetting favorable price movements in portfolio holdings. Third, there is a risk that derivative contracts and hybrid
instruments may be erroneously priced or improperly valued and, as a result, the Fund may need to make increased cash
payments to the counterparty. Fourth, exposure to derivative contracts and hybrid instruments may have tax consequences
to the Fund and its shareholders. For example, derivative contracts and hybrid instruments may cause the Fund to realize
increased ordinary income or short-term capital gains (which are treated as ordinary income for Federal income tax
purposes) and, as a result, may increase taxable distributions to shareholders. In addition, under certain circumstances
certain derivative contracts and hybrid instruments may cause the Fund to: (a) incur an excise tax on a portion of the
income related to those contracts and instruments; and/or (b) reclassify, as a return of capital, some or all of the
distributions previously made to shareholders during the fiscal year as dividend income. Fifth, a common provision in
OTC derivative contracts permits the counterparty to terminate any such contract between it and the Fund, if the value of
the Fund’s total net assets declines below a specified level over a given time period. Factors that may contribute to such a
decline (which usually must be substantial) include significant shareholder redemptions and/or a marked decrease in the
market value of the Fund’s investments. Any such termination of the Fund’s OTC derivative contracts may adversely
affect the Fund (for example, by increasing losses and/or costs, and/or preventing the Fund from fully implementing its
investment strategies). Sixth, the Fund may use a derivative contract to benefit from a decline in the value of a Reference
Instrument. If the value of the Reference Instrument declines during the term of the contract, the Fund makes a profit on
the difference (less any payments the Fund is required to pay under the terms of the contract). Any such strategy involves
risk. There is no assurance that the Reference Instrument will decline in value during the term of the contract and make a
profit for the Fund. The Reference Instrument may instead appreciate in value creating a loss for the Fund. Seventh, a
default or failure by a CCP or an FCM (also sometimes called a
“
futures broker
”
), or the failure of a contract to be
transferred from an Executing Dealer to the FCM for clearing, may expose the Fund to losses, increase its costs, or prevent
the Fund from entering or exiting derivative positions, accessing margin, or fully implementing its investment strategies.
The central clearing of a derivative and trading of a contract over a SEF could reduce the liquidity in, or increase costs of
entering into or holding, any contracts. Finally, derivative contracts and hybrid instruments may also involve other risks
described in this Prospectus, such as interest rate, credit, currency, liquidity and leverage risks.
technology Risk
The Adviser uses various technologies in managing the Fund, consistent with its investment objective(s) and strategy
described in this Prospectus. For example, proprietary and third-party data and systems are utilized to support decision-making
for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar
circumstances may impair the performance of these systems, which may negatively affect Fund performance.
What Do Shares Cost?
CALCULATION OF NET ASSET VALUE
When the Fund receives your transaction request in proper form (as described in this Prospectus under the sections
entitled
“
How to Purchase Shares
”
and
“
How to Redeem and Exchange Shares
”
), it is processed at the next calculated net
asset value of a Share (NAV) plus any applicable front-end sales charge (
“
public offering price
”
). A Share’s NAV is
determined as of the end of regular trading on the New York Stock Exchange (NYSE) (normally 4:00 p.m. Eastern time),
each day the NYSE is open. The Fund calculates the NAV of each class by valuing the assets allocated to the Share’s
class, subtracting the liabilities allocated to each class and dividing the balance by the number of Shares of the class
outstanding. The NAV for each class of Shares may differ due to the level of expenses allocated to each class as well as a
result of the variance between the amount of accrued investment income and capital gains or losses allocated to each class
and the amount actually distributed to shareholders of each class. The Fund’s current NAV and/or public offering price
may be found at
FederatedInvestors.com
, via online news sources and in certain newspapers.
You can purchase, redeem or exchange Shares any day the NYSE is open.
When the Fund holds securities that trade principally in foreign markets on days the NYSE is closed, the value of the
Fund’s assets may change on days you cannot purchase or redeem Shares. This may also occur when the U.S. markets for
fixed-income securities are open on a day the NYSE is closed.
In calculating its NAV, the Fund generally values investments as follows:
■
Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale
price or official closing price in their principal exchange or market.
■
Fixed-income securities are fair valued using price evaluations provided by a pricing service approved by the Board of
Trustees (
“
Board
”
).
■
Derivative contracts listed on exchanges are valued at their reported settlement or closing price, except that options are
valued at the mean of closing bid and asked quotations.
■
Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service
approved by the Board.
If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, if
the Fund cannot obtain price evaluations from a pricing service or from more than one dealer for an investment within a
reasonable period of time as set forth in the Fund’s valuation policies and procedures, or if information furnished by a
pricing service, in the opinion of the Valuation Committee, is deemed not representative of the fair value of such security,
the Fund uses the fair value of the investment determined in accordance with the procedures generally described below.
There can be no assurance that the Fund could obtain the fair value assigned to an investment if it sold the investment at
approximately the time at which the Fund determines its NAV per share.
Shares of other mutual funds are valued based upon their reported NAVs. The prospectuses for these mutual funds
explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.
Fair Valuation and Significant Events Procedures
The Board has ultimate responsibility for determining the fair value of investments for which market quotations are not
readily available. The Board has appointed a Valuation Committee comprised of officers of the Fund, the Adviser and
certain of the Adviser’s affiliated companies to assist in determining fair value and in overseeing the calculation of the
NAV. The Board has also authorized the use of pricing services recommended by the Valuation Committee to provide fair
value evaluations of the current value of certain investments for purposes of calculating the NAV. In the event that market
quotations and price evaluations are not available for an investment, the Valuation Committee determines the fair value of
the investment in accordance with procedures adopted by the Board. The Board periodically reviews and approves the fair
valuations made by the Valuation Committee and any changes made to the procedures. The Fund’s SAI discusses the
methods used by pricing services and the Valuation Committee to assist the Board in valuing investments.
Using fair value to price investments may result in a value that is different from an investment’s most recent closing
price and from the prices used by other mutual funds to calculate their NAVs. The application of the fair value procedures
to an investment represent a good faith determination of such investment’s fair value. There can be no assurance that the
Fund could obtain the fair value assigned to an investment if it sold the investment at approximately the time at which the
Fund determines its NAV per share, and the actual value could be materially different.
The Board also has adopted procedures requiring an investment to be priced at its fair value whenever the Adviser
determines that a significant event affecting the value of the investment has occurred between the time as of which the
price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is
considered significant if there is both an affirmative expectation that the investment’s value will change in response to the
event and a reasonable basis for quantifying the resulting change in value.
Examples of significant events that may occur after the close of the principal market on which a security is traded, or
after the time of a price evaluation provided by a pricing service or a dealer, include:
■
With respect to securities traded principally in foreign markets, significant trends in U.S. equity markets or in the
trading of foreign securities index futures contracts;
■
Political or other developments affecting the economy or markets in which an issuer conducts its operations or its
securities are traded; and
■
Announcements concerning matters such as acquisitions, recapitalizations or litigation developments or a natural
disaster affecting the issuer’s operations or regulatory changes or market developments affecting the issuer’s industry.
The Board has adopted procedures whereby the Valuation Committee uses a pricing service to provide factors to update
the fair value of equity securities traded principally in foreign markets from the time of the close of their respective foreign
stock exchanges to the pricing time of the Fund. For other significant events, the Fund may seek to obtain more current
quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the
Valuation Committee will determine the fair value of the investment using another method approved by the Board. The
Board has ultimate responsibility for any fair valuations made in response to a significant event.
The fair valuation of securities following a significant event can serve to reduce arbitrage opportunities for short-term
traders to profit at the expense of long-term investors in the Fund. For example, such arbitrage opportunities may exist
when the market on which portfolio securities are traded closes before the Fund calculates its NAV, which is typically the
case with Asian and European markets. However, there is no assurance that these significant event procedures will prevent
dilution of the NAV by short-term traders. See
“
Account and Share Information
–
Frequent Trading Policies
”
for other
procedures the Fund employs to deter such short-term trading.
SALES CHARGE INFORMATION
The following table summarizes the minimum investment amount and the maximum sales charge, if any, that you will
pay on an investment in the Fund. Keep in mind that financial intermediaries may charge you fees for their services in
connection with your Share transactions.
|
Minimum
Initial/Subsequent
Investment
Amounts
1
|
|
|
|
Contingent
Deferred
Sales Charge
3
|
|
|
|
|
|
|
|
|
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.
”
As shown in the table above, each class of Shares has a different sales charge structure. In addition, the ongoing annual
operating expenses (
“
expense ratios
”
), as well as the compensation payable to financial intermediaries, also vary among
the classes. Before you decide which class to purchase, you should review the different charges and expenses of each class
carefully, in light of your personal circumstances, and consult with your financial intermediary.
Among the important factors to consider are the amount you plan to invest and the length of time you expect to hold
your investment (for example, whether the investment is in connection with a long-term retirement program). You should
also consider, for example, that it may be possible to reduce, or eliminate, the front-end sales charges imposed on
purchases of A class. Among other ways, A class has a series of
“
breakpoints,
”
which means that the front-end sales
charges decrease (and can be eliminated entirely) as the amount invested increases. (The breakpoint schedule is set out
below, along with detailed information on ways to reduce, or eliminate, front-end sales charges.) On the other hand,
C class does not have front-end sales charges, but does impose a contingent deferred sales charge only if redeemed within
one year after purchase; however, the asset-based 12b-1 fees charged to C class are greater than those charged to A class.
You should also consider that the expense ratio for A class will be lower than that for C class. Thus, the fact that no
front-end charge is imposed on purchases of C class does not always make them preferable to A class.
SALES CHARGE WHEN YOU PURCHASE
The following table lists the sales charges which will be applied to your Share purchase, subject to the breakpoint
discounts indicated in the table and described below.
REDUCING THE SALES CHARGE WITH BREAKPOINT DISCOUNTS
|
|
Sales Charge
as a Percentage
of Public
Offering Price
|
Sales Charge
as a Percentage
of NAV
|
|
|
|
$100,000 but less than $250,000
|
|
|
$250,000 but less than $500,000
|
|
|
$500,000 but less than $1 million
|
|
|
|
|
|
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.
”
Your investment may qualify for a reduction or elimination of the sales charge, also known as a breakpoint discount.
The breakpoint discounts offered by the Fund are indicated in the table above.
You or your financial intermediary must notify the Fund’s Transfer Agent of eligibility for any applicable breakpoint
discount at the time of purchase.
In order to receive the applicable breakpoint discount, it may be necessary at the time of purchase for you to inform
your financial intermediary or the Transfer Agent of the existence of other accounts in which there are holdings eligible to
be aggregated to meet a sales charge breakpoint (
“
Qualifying Accounts
”
). Qualifying Accounts mean those share accounts
in the Federated Hermes funds held directly or through a financial intermediary or through a single-participant retirement
account by you, your spouse, your parents (if you are under age 21) and/or your children under age 21, which can be
linked using tax identification numbers (TINs), social security numbers (SSNs) or broker identification numbers (BINs).
Accounts held through 401(k) plans and similar multi-participant retirement plans, or through
“
Section 529
”
college
savings plans or those accounts which cannot be linked using TINs, SSNs or BINs, are not Qualifying Accounts.
In order to verify your eligibility for a breakpoint discount, you will be required to provide to your financial
intermediary or the Transfer Agent certain information on your New Account Form and may be required to provide
account statements regarding Qualifying Accounts. If you purchase through a financial intermediary, you may be asked to
provide additional information and records as required by the financial intermediary. Failure to provide proper notification
or verification of eligibility for a breakpoint discount may result in your not receiving a breakpoint discount to which you
are otherwise entitled. Breakpoint discounts apply only to your current purchase and do not apply retroactively to previous
purchases. The sales charges applicable to the Shares offered in this Prospectus, and the breakpoint discounts offered with
respect to such Shares, are described in full in this Prospectus. Because the Prospectus is available on
FederatedInvestors.com
free of charge, Federated Hermes does not disclose this information separately on the website.
Contingent upon notification to the Transfer Agent, the sales charge at purchase of the A class only, may be
reduced or eliminated by:
Larger Purchases
■
Purchasing the A class in greater quantities to reduce the applicable sales charge;
Concurrent and Accumulated Purchases
■
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
Letter of Intent
■
Signing a letter of intent to purchase a qualifying amount of the A class within 13 months. (Call your financial
intermediary or the Fund for more information.) The Fund’s custodian will hold Shares in escrow equal to the
maximum applicable sales charge. If you complete the Letter of Intent, the Custodian will release the Shares in escrow
to your account. If you do not fulfill the Letter of Intent, the Custodian will redeem the appropriate amount from the
Shares held in escrow to pay the sales charges that were not applied to your purchases.
PURCHASE restrictions ON C CLASS
In order to maximize shareholder returns and minimize sales charges and marketing fees, an investor’s purchases of the
C class are generally limited to $1,000,000 (except for employer-sponsored retirement plans held in omnibus accounts). In
applying the limit, the dollar amount of the current purchase is added to the product obtained by multiplying the respective
maximum public offering price times the number of the A class, B class, C class, F class and R class of any Federated
Hermes fund currently held in linked Qualifying Accounts, as defined in the section entitled
“
Reducing the Sales Charge
with Breakpoint Discounts.
”
If the sum of these two amounts would equal or exceed the limit, then the current purchase
order will not be processed. Instead, the Distributor will attempt to contact the investor or the investor’s financial
intermediary to offer the opportunity to convert the order to the A class.
If your Shares are held on the books of the Fund in the name of a financial intermediary, you may be subject to rules of
your financial intermediary that differ from those of the Fund.
ELIMINATING The SALES CHARGE
Your investment may qualify for a sales charge waiver. Sales charge waivers offered by the Fund are listed below. In
order to receive a sales charge waiver, you must inform your financial intermediary or the Transfer Agent at the time of
each purchase that your investment is eligible for a waiver. It is possible that your financial intermediary may not, in
accordance with its policies, procedures and system limitations, be able to ensure your receipt of one or more of these
waiver categories. In this situation, you would need to invest directly through the Fund’s Transfer Agent. If you do not let
your financial intermediary or the Transfer Agent know that your investment is eligible for a sales charge waiver at the
time of purchase, you may not receive the waiver to which you may otherwise be entitled.
Contingent upon notification to the Transfer Agent, the sales charge will be eliminated when you
purchase or acquire Shares:
■
within 120 days of redeeming Shares of an equal or greater amount (see
“
120 Day Reinstatement Program
”
below);
■
through an eligible program offered by a Financial Intermediary that provides for the purchase of Shares without
imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement or other fee-based
program offered by the Financial Intermediary);
■
with reinvested dividends or capital gains;
■
issued in connection with the merger, consolidation or acquisition of the assets of another fund. Further, the sales
charge will be eliminated on purchases of Shares made by a shareholder that originally became a shareholder of a
Federated 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 Hermes 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 sales charge will not be eliminated if you purchase Shares of the Fund through an exchange of shares of any no-load
A class unless your no-load A class shares were acquired through an exchange of shares on which the sales charge
had previously been paid.
120 Day reinstatement program
Within 120 days of redeeming Class A and Class C Shares of the Fund, upon proper notification to the Fund’s Transfer
Agent, you may reinvest all or a portion of the redemption proceeds in Class A Shares of the Fund at net asset value,
without the imposition of a sales charge or CDSC. Please note:
■
The ownership of the account receiving the purchase is not required to be identical to that of the account in which the
redemption was placed; however, the registration of the account receiving the purchase must include at least one
registered shareholder of the account from which the redemption occurred.
■
You will not be reimbursed for any fees originally incurred on the redemption (e.g., CDSC or redemption fees) by
subsequently participating in the 120 DayReinstatement Program.
■
The 120 Day Reinstatement Program does not supersede or override any restrictions placed on an account due to
frequent trading and/or client contractual issues.
Additional operational restrictions may apply, please contact a Client Service Representative at 1-800-341-7400 for
more information.
sales charge when you redeem
Your redemption proceeds may be reduced by a sales charge, commonly referred to as a contingent deferred sales
charge (CDSC). Shares otherwise subject to a CDSC will not be charged a CDSC at the time of an exchange; however, the
CDSC will continue to be measured from the date of your original purchase. The CDSC schedule applicable to your
original purchase will continue to apply to the shares you receive in an exchange.
To keep the sales charge as low as possible, the Fund redeems your Shares in this order:
■
Shares that are not subject to a CDSC; and
■
Shares held the longest. (To determine the number of years your Shares have been held, include the time you held
shares of other Federated Hermes funds that have been exchanged for Shares of this Fund.)
The CDSC is then calculated using the Share price at the time of purchase or redemption, whichever is lower.
|
|
|
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.
|
|
|
|
You will pay a 1.00% CDSC if you redeem Shares within 12 months of the purchase date.
|
Your redemption may qualify for a waiver of the CDSC. The CDSC waivers offered by the Fund are listed below. In
order to receive a waiver of the CDSC, you must inform your financial intermediary or the Transfer Agent at the time of
each redemption that your investment is eligible for a waiver. It is possible that your financial intermediary may not, in
accordance with its policies, procedures and system limitations, be able to ensure your receipt of one or more of these
waiver categories. In this situation, you would need to invest directly through the Fund’s Transfer Agent in order to take
advantage of the waiver. If you do not let your financial intermediary or the Transfer Agent know that your redemption is
eligible for a CDSC waiver at the time of redemption, you may not receive the waiver to which you may otherwise
be entitled.
Contingent upon notification to the Transfer Agent, you will not be charged a CDSC when redeeming Shares:
■
following the death of the last surviving shareholder on the account or the post-purchase disability of all registered
shareholders, as defined in Section 72(m)(7) of the Internal Revenue Code of 1986 (the beneficiary on an account with
a Transfer on Death registration is deemed the last surviving shareholder on the account);
■
due to the termination of a trust following the death of the trustor/grantor or beneficiary, provided that the trust
document specifically states that the trust is terminated upon the death;
■
representing minimum required distributions from an IRA or other retirement plan as required under the Internal
Revenue Code;
■
purchased by Trustees, employees of the Fund, the Adviser, the Distributor and their affiliates, by employees of a
financial intermediary that sells Shares according to a sales agreement with the Distributor, by the immediate family
members of the above persons and by trusts, pension or profit-sharing plans for the above persons;
■
purchased through an eligible program offered by a Financial Intermediary that provides for the purchase of Shares
without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement or other
fee-based program offered by the Financial Intermediary);
■
purchased with reinvested dividends or capital gains;
■
redeemed by the Fund when it closes an account for not meeting the minimum balance requirements;
■
purchased pursuant to the exchange privilege, if the Shares were held for the applicable CDSC holding period (the
holding period on the Shares purchased in the exchange will include the holding period of the Shares sold in
the exchange); or
A Class Only
■
purchased in the amount of $1 million or more and redeemed within 24 months of purchase if the Shares were
originally purchased through an eligible program offered by a Financial Intermediary that provides for the purchase of
Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement or
other fee-based program offered by the Financial Intermediary).
ADDITIONAL INFORMATION ON THE AVAILABILITY OF CERTAIN WAIVERS AND DISCOUNTS
The availability of certain sales charge waivers and discounts will depend on whether you purchase your shares directly
from the Fund or through a financial intermediary.
Certain financial intermediaries may have different policies and
procedures regarding the availability of front-end sales load waivers or CDSC waivers which are discussed in
Appendix B to this Prospectus.
The information contained in Appendix B is based on information provided by these
financial intermediaries. Please contact your financial intermediary to ensure that you have the most current
information regarding the sales charge waivers and discounts available to you and that you understand the steps
you must take to qualify for available waivers and discounts.
In all instances, it is the shareholder’s responsibility to
notify the Fund or the shareholder’s Financial Intermediary at the time of purchase of any relationship or other facts
qualifying the investor for sales charge waivers or discounts.
For waivers and discounts not available through a
particular financial intermediary, shareholders will have to purchase Fund shares directly from the Fund or
through another financial intermediary to receive these waivers or discounts.
COMMISSIONS ON CERTAIN SHARES
The Fund does not charge any front-end load, deferred sales charge or other asset-based fee for sales or distribution of
R6 Shares. However, if you purchase R6 Shares through a broker acting solely as an agent on behalf of its customers, you
may be required to pay a commission to the broker in an amount determined and separately disclosed to you by the broker.
Because the Fund is not a party to any such commission arrangement between you and your broker, any purchases and
redemptions of R6 Shares will be made at the applicable net asset value (before imposition of the sales commission). Any
such commissions charged by a broker are not reflected in the fees and expenses listed in the
“
Risk/Return Summary: Fees
and Expenses
”
section of the Fund’s Prospectus and described above nor are they reflected in the
“
Performance: Bar Chart
and Table,
”
because they are not charged by the Fund.
Shares of the Fund are available in other share classes that have different fees and expenses.
How is the Fund Sold?
The Fund has established the following Share classes: Class A Shares (A), Class C Shares (C), Institutional Shares (IS)
and Class R6 Shares (R6), each representing interests in a single portfolio of securities. This prospectus relates to the A, C
and R6 classes. All Share classes have different sales charges and/or other expenses which affect their performance. Please
note that certain purchase restrictions may apply. Contact your financial intermediary or call 1-800-341-7400 for more
information concerning the other classes.
Under the Distributor’s Contract with the Fund, the Distributor, Federated Securities Corp., offers Shares on a
continuous, best-efforts basis. The Distributor is a subsidiary of Federated Hermes Inc., (
“
Federated Hermes,
”
formerly
Federated Investors, Inc.).
A & C Classes
The Fund’s Distributor markets the A and C classes to institutions or to individuals, directly or through
financial intermediaries.
R6 Class
The Fund’s Distributor markets the R6 class to Eligible Investors, as described below. The R6 Shares are sold at net
asset value and are not subject to any minimum initial or subsequent investment amounts. In connection with a request to
purchase the R6 class, you should provide documentation sufficient to verify your status as an Eligible Investor.
R6 Shares do not carry sales commissions or pay Rule 12b-1 fees, or make similar payments to financial intermediaries.
As a general matter, the R6 class is not available for direct investment by natural persons. Individual shareholders who
purchase R6 Shares through retirement platforms or other intermediaries will not be eligible to hold R6 Shares outside of
their respective plan or intermediary platform.
Following are categories of Eligible Investors:
■
An investor participating in a no-load platform, network or other fee-based program offered by a financial
intermediary, for example, a wrap-account or retirement platform where Federated 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.
Intra-Fund Share Conversion Program
A shareholder in the Fund’s Shares may convert their Shares at net asset value to any other share class of the Fund if the
shareholder meets the investment minimum and eligibility requirements for the share class into which the conversion is
sought, as applicable. The share conversion program is not applicable to the Fund’s Class A Shares and Class C Shares
subject to a contingent deferred sales charge, if applicable. For Class C Shares purchased through a financial intermediary
after June 30, 2017, such shares may only be converted to another share class of the same Fund if: (i) the shares are no
longer subject to a CDSC or the financial intermediary agrees to reimburse the Fund’s distributor the CDSC otherwise
payable upon the sale of such shares; (ii) the shareholder meets the investment minimum and eligibility requirements for
the share class into which the conversion is sought, as applicable; and (iii) (a) the conversion is made to facilitate the
shareholder’s participation in a self-directed brokerage (non-advice) account or a fee-based advisory program offered by
the intermediary; or (b) the conversion is part of a multiple-client transaction through a particular financial intermediary as
pre-approved by the Fund’s Administrator. Such conversion of classes should not result in a realization event for tax
purposes. Contact your financial intermediary or call 1-800-341-7400 to convert your Shares.
Class C Share Automatic Conversion Feature
After Class C Shares have been held for ten years from the date of purchase, they will automatically convert into
Class A Shares on the next monthly conversion processing date, provided that the Fund or financial intermediary has
records confirming that the Class C Shares have been held for at least ten years and that the Class A Shares are available
for purchase. For Class C Shares acquired in an exchange from another Federated Hermes fund, the date of purchase will
be based on the initial purchase of the Class C Shares of the prior Federated Hermes fund. Certain financial intermediaries,
record keepers and platforms do not track shareholder level share lot aging for certain types of accounts. These Class C
Shares would not satisfy the conditions for the conversion. Contact your financial intermediary or call 1-800-341-7400 for
more information.
Payments to Financial Intermediaries
The Fund and its affiliated service providers may pay fees as described below to financial intermediaries (such as
broker-dealers, banks, investment advisers or third-party administrators) whose customers are shareholders of the Fund.
The Fund’s Class R6 Shares do not make any payments to financial intermediaries, either from Fund assets or from the
investment adviser and its affiliates.
FRONT-END SALES CHARGE REALLOWANCES
The Distributor receives a front-end sales charge on certain Share sales. The Distributor pays a portion of this charge to
financial intermediaries that are eligible to receive it (the
“
Dealer Reallowance
”
) and retains any remaining portion of the
front-end sales charge.
When a financial intermediary’s customer purchases Shares, the financial intermediary may receive a Dealer
Reallowance as follows:
|
|
|
Dealer Reallowance
as a Percentage of
Public Offering Price
|
|
|
$100,000 but less than $250,000
|
|
$250,000 but less than $500,000
|
|
$500,000 but less than $1 million
|
|
|
|
ADVANCE COMMISSIONS
When a financial intermediary’s customer purchases Shares, the financial intermediary may receive an advance
commission as follows:
A (for purchases over $1 million):
|
|
|
Advance Commission
as a Percentage of
Public Offering Price
|
First $1 million - $5 million
|
|
Next $5 million - $20 million
|
|
|
|
Advance commissions are calculated on a year-by-year basis based on amounts invested during that year. Accordingly,
with respect to additional purchase amounts, the advance commission breakpoint resets annually to the first breakpoint on
the anniversary of the first purchase.
The A class purchases under this program may be made by Letter of Intent or by combining concurrent purchases. The
above advance commission will be paid only on those purchases that were not previously subject to a front-end sales
charge or dealer advance commission. Certain retirement accounts may not be eligible for this program.
|
|
|
Advance Commission
as a Percentage of
Public Offering Price
|
|
|
RULE 12b-1 FEES
A & C Classes
The Board has adopted a Rule 12b-1 Plan, which allows payment of marketing fees of up to 0.05% for A class and
0.75% for C class of average net assets to the Distributor for the sale, distribution, administration and customer servicing
of the Fund’s A and C classes. When the Distributor receives Rule 12b-1 Fees, it may pay some or all of them to financial
intermediaries whose customers purchase Shares. The Fund’s A class has no present intention of paying, accruing or
incurring any Rule 12b-1 Fees until such time as approved by the Fund’s Board of Trustees. In addition, in connection
with the sale of the C class, Federated Hermes and its subsidiaries make advance commission payments to financial
intermediaries and in return may receive Rule 12b-1 Fees and contingent deferred sales loads for the C class. Federated
Hermes and its subsidiaries may benefit or sustain losses from such arrangements. Because these Shares pay marketing
fees on an ongoing basis, your investment cost may be higher over time than other shares with different sales charges and
marketing fees.
service fees
A & C Classes
The Fund may pay Service Fees of up to 0.25% of average net assets to financial intermediaries or to Federated
Shareholder Services Company (FSSC), a subsidiary of Federated Hermes, for providing services to shareholders and
maintaining shareholder accounts. Intermediaries that receive Service Fees may include a company affiliated with
management of Federated Hermes. If a financial intermediary receives Service Fees on an account, it is not eligible to also
receive Account Administration Fees on that same account.
ACCOUNT ADMINISTRATION FEES
A & C Classes
The Fund may pay Account Administration Fees of up to 0.25% of average net assets to banks that are not registered as
broker-dealers or investment advisers for providing administrative services to the Fund and its shareholders. If a financial
intermediary receives Account Administration Fees on an account, it is not eligible to also receive Service Fees or
Recordkeeping Fees on that same account.
RECORDKEEPING FEES
A & C Classes
The Fund may pay Recordkeeping Fees on an average-net-assets basis or on a per-account-per-year basis to financial
intermediaries for providing recordkeeping services to the Fund and its shareholders. If a financial intermediary receives
Recordkeeping Fees on an account, it is not eligible to also receive Account Administration Fees or Networking Fees on
that same account.
networking fees
A & C Classes
The Fund may reimburse Networking Fees on a per-account-per-year basis to financial intermediaries for providing
administrative services to the Fund and its shareholders on certain non-omnibus accounts. If a financial intermediary
receives Networking Fees on an account, it is not eligible to also receive Recordkeeping Fees on that same account.
ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES
A & C Classes
The Distributor may pay out of its own resources amounts to certain financial intermediaries, including broker-dealers,
banks, registered investment advisers, independent financial planners and retirement plan administrators, that support the
sale of Shares or provide services to Fund shareholders. The amounts of these payments could be significant, and may
create an incentive for the financial intermediary or its employees or associated persons to recommend or sell Shares of the
Fund to you. Not all financial intermediaries receive such payments, and the amount of compensation may vary by
intermediary. In some cases, such payments may be made by or funded from the resources of companies affiliated with the
Distributor (including the Adviser). These payments are not reflected in the fees and expenses listed in the fee table
section of the Fund’s Prospectus and described above because they are not paid by the Fund.
These payments are negotiated and may be based on such factors as: the number or value of Shares that the financial
intermediary sells or may sell; the value of client assets invested; the level and types of services or support furnished by
the financial intermediary; or the Fund’s and/or other Federated Hermes funds’ relationship with the financial
intermediary. These payments may be in addition to payments, as described above, made by the Fund to the financial
intermediary. In connection with these payments, the financial intermediary may elevate the prominence or profile of the
Fund and/or other Federated Hermes funds, within the financial intermediary’s organization by, for example, placement on
a list of preferred or recommended funds and/or granting the Distributor preferential or enhanced opportunities to promote
the funds in various ways within the financial intermediary’s organization. In addition, as discussed above in
“
Commissions on Certain Shares,
”
if you purchase R6 Shares through a broker acting solely as an agent on behalf of its
customers, you may be required to pay a commission to the broker in an amount determined and separately disclosed to
you by the broker. You can ask your financial intermediary for information about any payments it receives from the
Distributor or the Fund and any services provided, as well as about fees and/or commissions it charges.
How to Purchase Shares
You may purchase Shares of the Fund any day the NYSE is open. Shares will be purchased at the NAV next calculated
after your investment is received by the Fund, or its agent, in proper form. The Fund reserves the right to reject any request
to purchase or exchange Shares. New investors must submit a completed New Account Form. All accounts, with the
exception of R6 class accounts, including those for which there is no minimum initial investment amount required, are
subject to the Fund’s policy on
“
Accounts with Low Balances
”
as discussed later in this Prospectus.
Where the Fund offers more than one Share class and you do not specify the class choice on your New Account Form or
form of payment (e.g
.,
Federal Reserve wire or check), you automatically will receive the A class.
For important account information, see the section
“
Security and Privacy Protection.
”
A & C Classes
You may purchase Shares through a financial intermediary, directly from the Fund or through an exchange from another
Federated Hermes fund.
R6 Class
Eligible Investors may purchase Shares through a financial intermediary, directly from the Fund or through an exchange
from another Federated Hermes fund in the manner described above under
“
How is the Fund Sold?
”
There is no minimum initial or subsequent investment amount required.
THROUGH A FINANCIAL INTERMEDIARY
Establish an account with the financial intermediary; and submit your purchase order to the financial intermediary
before the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time). The Fund has authorized certain
intermediaries to accept Share purchase orders on its behalf. When authorized intermediaries receive an order in proper
form, the order is considered as being placed with the Fund and Shares will be bought at the NAV next calculated after
such an order is received by the authorized intermediary. If your financial intermediary is not an authorized intermediary,
the Fund or its agent must receive the purchase order in proper form from your financial intermediary by the end of regular
trading on the NYSE (normally 4:00 p.m. Eastern time) in order for your transaction to be priced at that day’s NAV. In
addition, your financial intermediary must forward your payment by the prescribed trade settlement date (typically within
one to three business days) to the Fund’s transfer agent, State Street Bank and Trust Company (
“
Transfer Agent
”
). You
will become the owner of Shares and receive dividends when your payment is received in accordance with these time
frames (provided that, if payment is received in the form of a check, the check clears). If your payment is not received in
accordance with these time frames, or a check does not clear, your purchase will be canceled and you could be liable for
any losses, fees or expenses incurred by the Fund or the Fund’s Transfer Agent.
Financial intermediaries should send payments according to the instructions in the sections
“
By Wire
”
or
“
By Check.
”
Financial intermediaries may impose higher or lower minimum investment requirements on their customers than those
imposed by the Fund. Keep in mind that financial intermediaries may charge you fees for their services in connection with
your Share transactions.
Shareholders are encouraged to ask their financial intermediary if they are an authorized agent for the Fund and about
any fees that may be charged by the financial intermediary.
DIRECTLY FROM THE FUND
■
Establish your account with the Fund by submitting a completed New Account Form; and
■
Send your payment to the Fund by Federal Reserve wire or check.
You will become the owner of Shares and your Shares will be priced at the next calculated NAV after the Fund receives
your wire or your check. If your check does not clear, your purchase will be canceled and you could be liable for any
losses or fees incurred by the Fund or the Fund’s Transfer Agent.
By Wire
To facilitate processing your order, please call the Fund before sending the wire. Send your wire to:
State Street Bank and Trust Company
Boston, MA
Dollar Amount of Wire
ABA Number 011000028
BNF: 23026552
Attention: Federated Hermes EDGEWIRE
Wire Order Number, Dealer Number or Group Number
Nominee/Institution Name
Fund Name and Number and Account Number
You cannot purchase Shares by wire on holidays when wire transfers are restricted.
By Check
Make your check payable to
The Federated Hermes Funds
, note your account number on the check, and send it to:
The Federated Hermes Funds
P.O. Box 219318
Kansas City, MO 64121-9318
If you send your check by a
private courier or overnight delivery service
that requires a street address, send it to:
The Federated Hermes Funds
430 W 7
th
Street
Suite 219318
Kansas City, MO 64105-1407
Payment should be made in U.S. dollars and drawn on a U.S. bank. The Fund reserves the right to reject
any
purchase
request. For example, to protect against check fraud the Fund may reject any purchase request involving a check that is not
made payable to
The Federated Hermes Funds
(including, but not limited to, requests to purchase Shares using
third-party checks) or involving temporary checks or credit card checks.
By Direct Deposit
You may establish Payroll Deduction/Direct Deposit arrangements for investments into the Fund by either calling a
Client Service Representative at 1-800-341-7400; or by completing the Payroll Deduction/Direct Deposit Form, which is
available on
FederatedInvestors.com
under
“
Resources
”
and then
“
Literature and Forms,
”
then
“
Forms.
”
You will receive
a confirmation when this service is available.
THROUGH AN EXCHANGE
You may purchase Fund Shares through an exchange from another Federated Hermes fund. To do this you must:
■
meet any applicable shareholder eligibility requirements;
■
ensure that the account registrations are identical;
■
meet any applicable minimum initial investment requirements; and
■
receive a prospectus for the fund into which you wish to exchange.
An exchange is treated as a redemption and a subsequent purchase, and is a taxable transaction. The Fund reserves the
right to reject any request to purchase or exchange Shares. The Fund may modify or terminate the exchange privilege at
any time.
A & C Classes
You may purchase Shares through an exchange from the same share class of another Federated Hermes fund.
R6 Class
You may purchase Shares through an exchange from 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 Obligations
Fund, Federated Hermes Institutional Prime Value Obligations Fund, no-load Class A Shares and Class R Shares of
any Fund.
By Online Account Services
You may access your accounts online to purchase shares through
FederatedInvestors.com
’s Shareholder Account
Access system once you have registered for access. Online transactions may be subject to certain limitations including
limitations as to the amount of the transaction. For more information about the services available through Shareholder
Account Access, please visit
FederatedInvestors.com
and select
“
Sign In
”
and
“
Access and Manage Investments,
”
or call
(800) 245-4770 to speak with a Client Service Representative.
BY SYSTEMATIC INVESTMENT PROGRAM (SIP)
Once you have opened an account, you may automatically purchase additional Shares on a regular basis by completing
the SIP section of the New Account Form or by contacting the Fund or your financial intermediary. The minimum
investment amount for SIPs is $50.
BY AUTOMATED CLEARING HOUSE (ACH)
Once you have opened an account, you may purchase additional Shares through a depository institution that is an ACH
member. This purchase option can be established by completing the appropriate sections of the New Account Form.
RETIREMENT INVESTMENTS
A & C Classes
You may purchase Shares as retirement investments (such as qualified plans and IRAs or transfer or rollover of
assets). Call your financial intermediary or the Fund for information on retirement investments. We suggest that
you discuss retirement investments with your tax adviser. You may be subject to an account fee charged by your
financial intermediary.
R6 Class
You may purchase Shares as retirement investments (such as qualified plans or transfer of assets). Call your financial
intermediary or the Fund for information on retirement investments. We suggest that you discuss retirement investments
with your tax adviser. You may be subject to an account fee charged by your financial intermediary.
How to Redeem and Exchange Shares
You should redeem or exchange Shares:
■
through a financial intermediary if you purchased Shares through a financial intermediary; or
■
directly from the Fund if you purchased Shares directly from the Fund.
Shares of the Fund may be redeemed for cash, or exchanged for shares of other Federated Hermes funds as described
herein, on days on which the Fund computes its NAV. Redemption requests may be made by telephone or in writing.
Redemption proceeds normally are wired or mailed within one business day for each method of payment after receiving
a timely request in proper form. Depending upon the method of payment, when shareholders receive redemption proceeds
can differ. Payment may be delayed for up to seven days under certain circumstances (see
“
Limitations on
Redemption Proceeds
”
).
For important account information, see the section
“
Security and Privacy Protection.
”
THROUGH A FINANCIAL INTERMEDIARY
Submit your redemption or exchange request to your financial intermediary by the end of regular trading on the NYSE
(normally 4:00 p.m. Eastern time). The redemption amount you will receive is based upon the next calculated NAV after
the Fund receives the order from your financial intermediary.
DIRECTLY FROM THE FUND
By Telephone
You may redeem or exchange Shares by simply calling the Fund at 1-800-341-7400.
If you call before the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time), you will receive a
redemption amount based on that day’s NAV.
By Mail
You may redeem or exchange Shares by sending a written request to the Fund.
You will receive a redemption amount based on the next calculated NAV after the Fund receives your written request in
proper form.
Send requests by mail to:
The Federated Hermes Funds
P.O. Box 219318
Kansas City, MO 64121-9318
Send requests by
private courier or overnight delivery service
to:
The Federated Hermes Funds
430 W 7
th
Street
Suite 219318
Kansas City, MO 64105-1407
All requests must include:
■
Fund name and Share class, account number and account registration;
■
amount to be redeemed or exchanged;
■
signatures of all shareholders exactly as registered; and
■
if exchanging
, the Fund name and Share class, account number and account registration into which you
are exchanging.
Call your financial intermediary or the Fund if you need special instructions.
Signature Guarantees
Signatures must be guaranteed by a financial institution which is a participant in a Medallion signature guarantee
program if:
■
your redemption will be sent to an address other than the address of record;
■
your redemption will be sent to an address of record that was changed within the last 30 days;
■
a redemption is payable to someone other than the shareholder(s) of record; or
■
transferring into another fund with a different shareholder registration.
A Medallion signature guarantee is designed to protect your account from fraud. Obtain a Medallion signature guarantee
from a bank or trust company, savings association, credit union or broker, dealer or securities exchange member.
A notary
public cannot provide a signature guarantee.
By Online Account Services
You may access your accounts online to redeem or exchange shares through
FederatedInvestors.com
’s Shareholder
Account Access system once you have registered for access. Online transactions may be subject to certain limitations
including limitations as to the amount of the transaction. For more information about the services available through
Shareholder Account Access, please visit
FederatedInvestors.com
and select
“
Sign In
”
and
“
Access and Manage
Investments,
”
or call (800) 245-4770 to speak with a Client Service Representative.
PAYMENT METHODS FOR REDEMPTIONS
Your redemption proceeds will be mailed by check to your address of record. The following payment options are
available if you complete the appropriate section of the New Account Form or an Account Service Options Form. These
payment options require a signature guarantee if they were not established when the account was opened:
■
An electronic transfer to your account at a financial institution that is an ACH member; or
■
Wire payment to your account at a domestic commercial bank that is a Federal Reserve System member.
Methods the Fund May Use to Meet Redemption Requests
The Fund intends to pay Share redemptions in cash. To ensure that the Fund has cash to meet Share redemptions on any
day, the Fund typically expects to hold a cash or cash equivalent reserve or sell portfolio securities.
In unusual or stressed circumstances, the Fund may generate cash in the following ways:
■
Inter-fund Borrowing and Lending.
The SEC has granted an exemption that permits the Fund and all other funds
advised by subsidiaries of Federated 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.
LIMITATIONS ON REDEMPTION PROCEEDS
Redemption proceeds normally are wired or mailed within one business day after receiving a request in proper form.
Payment may be delayed for up to seven days:
■
to allow your purchase to clear (as discussed below);
■
during periods of market volatility;
■
when a shareholder’s trade activity or amount adversely impacts the Fund’s ability to manage its assets; or
■
during any period when the Federal Reserve wire or applicable Federal Reserve banks are closed, other than customary
weekend and holiday closings.
If you request a redemption of Shares recently purchased by check (including a cashier’s check or certified check),
money order, bank draft or ACH, your redemption proceeds may not be made available for up to seven calendar days to
allow the Fund to collect payment on the instrument used to purchase such Shares. If the purchase instrument does not
clear, your purchase order will be canceled and you will be responsible for any losses incurred by the Fund as a result of
your canceled order.
In addition, the right of redemption may be suspended, or the payment of proceeds may be delayed (including beyond
seven days), during any period:
■
when the NYSE is closed, other than customary weekend and holiday closings;
■
when trading on the NYSE is restricted, as determined by the SEC;
■
in which an emergency exists, as determined by the SEC, so that disposal of the Fund’s investments or determination of
its NAV is not reasonably practicable; or
■
as the SEC may by order permit for the protection of Fund shareholders.
You will not accrue interest or dividends on uncashed redemption checks from the Fund when checks are undeliverable
and returned to the Fund.
redemptions from retirement accounts
In the absence of your specific instructions, 10% of the value of your redemption from a retirement account in the Fund
may be withheld for taxes. This withholding only applies to certain types of retirement accounts.
EXCHANGE PRIVILEGE
You may exchange Shares of the Fund. To do this, you must:
■
meet any applicable shareholder eligibility requirements;
■
ensure that the account registrations are identical;
■
meet any applicable minimum initial investment requirements; and
■
receive a prospectus for the fund into which you wish to exchange.
An exchange is treated as a redemption and a subsequent purchase, and is a taxable transaction. The Fund reserves the
right to reject any request to purchase or exchange Shares. The Fund may modify or terminate the exchange privilege at
any time.
In addition, the Fund may terminate your exchange privilege if your exchange activity is found to be excessive under
the Fund’s frequent trading policies. See
“
Account and Share Information
–
Frequent Trading Policies.
”
Financial intermediaries may have different policies and procedures regarding the availability of intra-fund exchanges
(
“
automatic exchanges
”
). These exchanges which are directed by the financial intermediary and not the Fund are discussed
in Appendix B to this Prospectus.
A & C Classes
You may exchange Shares into shares of the same class of another Federated Hermes fund.
R6 Class
You may exchange Shares of the Fund for shares of 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 Obligations
Fund, Federated Hermes Institutional Prime Value Obligations Fund, no-load Class A Shares and Class R Shares of
any Fund.
Systematic Withdrawal/Exchange Program
You may automatically redeem or exchange Shares. The minimum amount for all new or revised systematic
redemptions or exchanges of Shares is $50 per transaction per fund. Complete the appropriate section of the New Account
Form or an Account Service Options Form or contact your financial intermediary or the Fund. Your account value must
meet the minimum initial investment amount at the time the program is established. This program may reduce, and
eventually deplete, your account. Payments should not be considered yield or income.
Generally, it is not advisable to continue to purchase Shares subject to a sales charge while redeeming Shares using
this program.
ADDITIONAL CONDITIONS
Telephone Transactions
The Fund will record your telephone instructions. If the Fund does not follow reasonable procedures, it may be liable
for losses due to unauthorized or fraudulent telephone instructions.
Share Certificates
The Fund does not issue share certificates.
Security and Privacy Protection
ONLINE ACCOUNT and TELEPHONE ACCESS SECURITY
Federated Hermes will not be responsible for losses that result from unauthorized transactions, unless Federated Hermes
does not follow procedures designed to verify your identity. When initiating a transaction by telephone or online,
shareholders should be aware that any person with access to your account and other personal information including PINs
(Personal Identification Numbers) may be able to submit instructions by telephone or online. Shareholders are responsible
for protecting their identity by using strong usernames and complex passwords which utilize combinations of mixed case
letters, numbers and symbols, and change passwords and PINs frequently.
Using
FederatedInvestors.com
’s Account Access website means you are consenting to sending and receiving personal
financial information over the Internet, so you should be sure you are comfortable with the risks. You will be required to
accept the terms of an online agreement and to establish and utilize a password in order to access online account services.
The Transfer Agent has adopted security procedures to confirm that internet instructions are genuine. The Transfer Agent
will also send you written confirmation of share transactions. The Transfer Agent, the Fund and any of its affiliates will
not be liable for losses or expenses that occur from fraudulent Internet instructions reasonably believed to be genuine.
The Transfer Agent or the Fund will employ reasonable procedures to confirm that telephone transaction requests are
genuine, which may include recording calls, asking the caller to provide certain personal identification information,
sending you written confirmation, or requiring other confirmation security procedures. The Transfer Agent, the Fund and
any of its affiliates will not be liable for relying on instructions submitted by telephone that the Fund reasonably believes
to be genuine.
ANTI-MONEY LAUNDERING COMPLIANCE
To help the government fight the funding of terrorism and money laundering activities, federal law requires financial
institutions to obtain, verify, and record information that identifies each new customer who opens a Fund account and to
determine whether such person’s name appears on governmental lists of known or suspected terrorists or terrorist
organizations. Pursuant to the requirements under the USA PATRIOT Act, the information obtained will be used for
compliance with the USA PATRIOT Act or other applicable laws, regulations and rules in connection with money
laundering, terrorism or other illicit activities.
Information required includes your name, residential or business address, date of birth (for an individual), and other
information that identifies you, including your social security number, tax identification number or other identifying
number. The Fund cannot waive these requirements. The Fund is required by law to reject your Account Application if the
required information is not provided. If, after reasonable effort, the Fund is unable to verify your identity or that of any
other person(s) authorized to act on your behalf, or believes it has identified potentially suspicious, fraudulent or criminal
activity, the Fund reserves the right to close your account and redeem your shares at the next calculated NAV without your
permission. Any applicable contingent deferred sales charge (CDSC) will be assessed upon redemption of your shares.
The Fund has a strict policy designed to protect the privacy of your personal information. A copy of Federated Hermes’
privacy policy notice was given to you at the time you opened your account. The Fund sends a copy of the privacy notice
to you annually. You may also obtain the privacy notice by calling the Fund, or through
FederatedInvestors.com
.
Account and Share Information
CONFIRMATIONS AND ACCOUNT STATEMENTS
You will receive confirmation of purchases, redemptions and exchanges (except for systematic transactions). In
addition, you will receive periodic statements reporting all account activity, including systematic transactions, dividends
and capital gains paid.
DIVIDENDS AND CAPITAL GAINS
The Fund declares and pays any dividends monthly to shareholders. Dividends are paid to all shareholders invested in
the Fund on the record date. The record date is the date on which a shareholder must officially own Shares in order to earn
a dividend.
In addition, the Fund pays any capital gains at least annually and may make such special distributions of dividends and
capital gains as may be necessary to meet applicable regulatory requirements. Your dividends and capital gains
distributions will be automatically reinvested in additional Shares without a sales charge, unless you elect cash payments.
Dividends may also be reinvested without sales charges in shares of any class of any other Federated Hermes fund of
which you are already a shareholder.
If you purchase Shares just before the record date for a dividend or capital gain distribution, you will pay the full price
for the Shares and then receive a portion of the price back in the form of a taxable distribution, whether or not you reinvest
the distribution in Shares. Therefore, you should consider the tax implications of purchasing Shares shortly before the
record date for a dividend or capital gain. Contact your financial intermediary or the Fund for information concerning
when dividends and capital gains will be paid.
Under the federal securities laws, the Fund is required to provide a notice to shareholders regarding the source of
distributions made by the Fund if such distributions are from sources other than ordinary investment income. In addition,
important information regarding the Fund’s distributions, if applicable, is available via the link to the Fund and share class
name at
FederatedInvestors.com/FundInformation
.
Small Distributions and Uncashed Checks
Generally, dividend and/or capital gain distributions payable by check in an amount of less than $25 will be
automatically reinvested in additional shares. This policy does not apply if you have elected to receive cash distributions
that are directly deposited into your bank account via wire or ACH.
Additionally, if one or more dividend or capital gain distribution checks are returned as
“
undeliverable,
”
or remain
uncashed for 180 days, all subsequent dividend and capital gain distributions will be reinvested in additional shares. No
interest will accrue on amounts represented by uncashed distribution checks. For questions on whether reinvestment
applies to your distributions, please contact a Client Service Representative at 1-800-341-7400.
Certain states, including the state of Texas, have laws that allow shareholders to designate a representative to receive
abandoned or unclaimed property (
“
escheatment
”
) notifications by completing and submitting a designation form that
generally can be found on the official state website. If a shareholder resides in an applicable state, and elects to designate a
representative to receive escheatment notifications, escheatment notices generally will be delivered as required by such
state laws, including, as applicable, to both the shareholder and the designated representative. A completed designation
form may be mailed to the Fund (if Shares are held directly with the Fund) or to the shareholder’s financial intermediary
(if Shares are not held directly with the Fund). Shareholders should refer to relevant state law for the shareholder’s specific
rights and responsibilities under his or her state’s escheatment law(s), which can generally be found on a state’s
official website.
ACCOUNTS WITH LOW BALANCES
Federated Hermes reserves the right to close accounts if redemptions or exchanges cause the account balance to
fall below:
■
$1,500 for the A and C classes (or in the case of IRAs, $250).
Before an account is closed, you will be notified and allowed at least 30 days to purchase additional Shares to meet
the minimum.
TAX INFORMATION
The Fund sends an IRS Form 1099 and an annual statement of your account activity to assist you in completing your
federal, state and local tax returns. Fund distributions of dividends and capital gains are taxable to you whether paid in
cash or reinvested in the Fund. Dividends are taxable at different rates depending on the source of dividend income.
Distributions of net short-term capital gains are taxable to you as ordinary income. Distributions of net long-term capital
gains are taxable to you as long-term capital gains regardless of how long you have owned your Shares.
Fund distributions are expected to be both dividends and capital gains. Redemptions and exchanges are taxable sales.
Please consult your tax adviser regarding your federal, state and local tax liability.
FREQUENT TRADING POLICIES
Frequent or short-term trading into and out of the Fund can have adverse consequences for the Fund and shareholders
who use the Fund as a long-term investment vehicle. Such trading in significant amounts can disrupt the Fund’s
investment strategies (e.g., by requiring it to sell investments at inopportune times or maintain excessive short-term or
cash positions to support redemptions), increase brokerage and administrative costs and affect the timing and amount of
taxable gains distributed by the Fund. Investors engaged in such trading may also seek to profit by anticipating changes in
the Fund’s NAV in advance of the time as of which NAV is calculated or through an overall strategy to buy and sell
Shares in response to incremental changes in the Fund’s NAV.
The Fund’s Board has approved policies and procedures intended to discourage excessive frequent or short-term trading
of the Fund’s Shares. The Fund’s fair valuation procedures are intended in part to discourage short-term trading strategies
by reducing the potential for these strategies to succeed. See
“
What Do Shares Cost?
”
The Fund also monitors trading in
Fund Shares in an effort to identify disruptive trading activity. The Fund monitors trades into and out of the Fund within a
period of 30 days or less. The Fund may also monitor trades into and out of the Fund for potentially disruptive trading
activity over periods longer than 30 days. The size of Share transactions subject to monitoring varies. Where it is
determined that a shareholder has exceeded the detection amounts twice within a period of 12 months, the Fund will
temporarily prohibit the shareholder from making further purchases or exchanges of Fund Shares. If the shareholder
continues to exceed the detection amounts for specified periods the Fund will impose lengthier trading restrictions on the
shareholder, up to and including permanently prohibiting the shareholder from making any further purchases or exchanges
of Fund Shares. Whether or not the specific monitoring limits are exceeded, the Fund’s management or the Adviser may
determine from the amount, frequency or pattern of purchases and redemptions or exchanges that a shareholder is engaged
in excessive trading that is or could be detrimental to the Fund and other shareholders and may prohibit the shareholder
from making further purchases or exchanges of Fund Shares. No matter how the Fund defines its limits on frequent trading
of Fund Shares, other purchases and sales of Fund Shares may have adverse effects on the management of the Fund’s
portfolio and its performance.
The Fund’s frequent trading restrictions do not apply to purchases and sales of Fund Shares by other Federated Hermes
funds. These funds impose the same frequent trading restrictions as the Fund at their shareholder level. In addition,
allocation changes of the investing Federated Hermes fund are monitored, and the managers of the recipient fund must
determine that there is no disruption to their management activity. The intent of this exception is to allow investing fund
managers to accommodate cash flows and other activity that result from non-abusive trading in the investing fund, without
being stopped from such trading because the aggregate of such trades exceeds the monitoring limits. Nonetheless, as with
any trading in Fund Shares, purchases and redemptions of Fund Shares by other Federated Hermes funds could adversely
affect the management of the Fund’s portfolio and its performance.
The Fund will not restrict transactions made on a non-discretionary basis by certain asset allocation programs, wrap
programs, fund of funds, collective funds or other similar accounts that have been pre-approved by Federated Hermes
(
“
Approved Accounts
”
). The Fund will continue to monitor transactions by the Approved Accounts and will seek to limit
or restrict even non-discretionary transactions by Approved Accounts that are determined to be disruptive or harmful to
the Fund.
The Fund’s objective is that its restrictions on short-term trading should apply to all shareholders that are subject to the
restrictions, regardless of the number or type of accounts in which Shares are held. However, the Fund anticipates that
limitations on its ability to identify trading activity to specific shareholders, including where shares are held through
intermediaries in multiple or omnibus accounts, will mean that these restrictions may not be able to be applied uniformly
in all cases.
Other funds in the Federated Hermes family of funds may impose different monitoring policies or in some cases, may
not monitor for frequent or short-term trading. Under normal market conditions such monitoring policies are designed to
protect the funds being monitored and their shareholders and the operation of such policies and shareholder investments
under such monitoring are not expected to have materially adverse impact on the Federated Hermes funds or their
shareholders. If you plan to exchange your fund shares for shares of another Federated Hermes fund, please read the
prospectus of that other Federated Hermes fund for more information.
PORTFOLIO HOLDINGS INFORMATION
Information concerning the Fund’s portfolio holdings is available via the link to the Fund and share class name at
FederatedInvestors.com/FundInformation
. A complete listing of the Fund’s portfolio holdings as of the end of each
calendar quarter is posted on the website 30 days (or the next business day) after the end of the quarter and remains posted
for six months thereafter. Summary portfolio composition information as of the close of each month is posted on the
website 15 days (or the next business day) after month-end and remains posted until replaced by the information for the
succeeding month. The summary portfolio composition information may include identification of the Fund’s top
10 holdings, and percentage breakdown of the portfolio by geographical region and/or sector.
You may also access portfolio information as of the end of the Fund’s fiscal quarters via the link to the Fund and share
class name at
FederatedInvestors.com
. The Fund’s Annual and Semi-Annual Shareholder Reports contain complete
listings of the Fund’s portfolio holdings as of the end of the Fund’s second and fourth fiscal quarters. Fiscal quarter
information is made available on the website within 70 days after the end of the fiscal quarter. This information is also
available in reports filed with the SEC at the SEC’s website at
sec.gov
.
Each fiscal quarter, the Fund will file with the SEC a complete schedule of its monthly portfolio holdings on
“
Form N-PORT.
”
The Fund’s holdings as of the end of the third month of every fiscal quarter, as reported on
Form N-PORT, will be publicly available on the SEC’s website at
sec.gov
within 60 days of the end of the fiscal quarter
upon filing. You may also access this information via the link to the Fund and share class name at
FederatedInvestors.com
.
In addition, from time to time (for example, during periods of unusual market conditions), additional information
regarding the Fund’s portfolio holdings and/or composition may be posted to
FederatedInvestors.com
. If and when such
information is posted, its availability will be noted on, and the information will be accessible from, the home page of
the website.
Who Manages the Fund?
The Board governs the Fund. The Board selects and oversees the Adviser, Federated Investment Management
Company. The Adviser manages the Fund’s assets, including buying and selling portfolio securities. Federated Advisory
Services Company (FASC), an affiliate of the Adviser, provides research, quantitative analysis, equity trading and
transaction settlement and certain support services to the Adviser. The fee for these services is paid by the Adviser and not
by the Fund.
The address of the Adviser and FASC is 1001 Liberty Avenue, Pittsburgh, PA 15222-3779.
The Adviser has delegated daily management of some or all of the Fund assets to the Sub-Adviser, Hermes Investment
Management Limited, who is paid by the Adviser and not by the Fund, based on the portion of securities the Sub-Adviser
manages. The Sub-Adviser’s address is Sixth Floor, 150 Cheapside, London EC2V 6ET, England. Federated Hermes
holds a majority 60% interest in the Sub-Adviser and, upon the exercise in the future of certain put/call rights under a Put/Call
Option Deed between Federated Hermes and another shareholder of the Sub-Adviser, Federated Hermes anticipates
holding an 89.5% interest in the Sub-Adviser.
The Fund has received and can rely upon an order from the Securities and Exchange Commission (SEC) that permits
the Adviser, subject to approval by the Board of Trustees, to appoint a subadviser or change the terms of a subadvisory
agreement without obtaining shareholder approval. The Fund is permitted to rely upon the SEC order to change
subadvisers, or the fees paid to a subadviser, without the expense and delays associated with obtaining shareholder
approval of the change. This order does not, however, permit the Adviser to increase the aggregate advisory fee rate of the
Fund without the approval of the shareholders.
The Adviser and other subsidiaries of Federated Hermes advise approximately 135 equity, fixed-income and money
market mutual funds as well as a variety of other pooled investment vehicles, private investment companies and
customized separately managed accounts (including non-U.S./offshore funds) which totaled approximately $575.9 billion
in assets as of December 31, 2019. Federated Hermes was established in 1955 as Federated Investors, Inc. and is one of
the largest investment managers in the United States with nearly 1,900 employees. Federated Hermes provides investment
products to approximately 11,500 investment professionals and institutions.
The Adviser advises approximately 75 fixed-income and money market mutual funds (including sub-advised funds) and
private investment companies, which totaled approximately $344.3 billion in assets as of December 31, 2019.
The Sub-Adviser manages $49.0 billion (£37.0 billion) across a broad range of specialist, high-conviction investment
strategies spanning listed equities, credit, real-estate, infrastructure, private debt and private equity, serving more than
692 clients through wholesale and institutional markets. All asset information is reported as of December 31, 2019 and
converted using December 31, 2019exchange rates.
PORTFOLIO MANAGEMENT INFORMATION
Mitch Reznick
Mitch Reznick, CFA, Head of Research and Sustainable Fixed Income and Co-Portfolio Manager, has been the Fund’s
portfolio manager since inception in September 2019.
He joined Hermes in 2010 as Head of Research on the Hermes Credit team. He earned a Master’s degree in
International Affairs at Columbia University in New York City and a Bachelor’s degree in History at Pitzer College.
Investment Experience: 22 Years.
Fraser Lundie
Fraser Lundie, CFA, Head of Credit and Co-Portfolio Manager, has been the Fund’s portfolio manager since inception
in September 2019.
He joined Hermes in 2010 as Head of Credit and lead manager on the Hermes range of credit strategies. Fraser earned a
MA (Hons) in Economics from the University of Aberdeen and a MSc in Investment Analysis from the University of
Stirling. Investment Experience: 15 years.
Nachu Chockalingam
Nachu Chockalingam, CFA and Co-Portfolio Manager, has been the Fund’s portfolio manager since October 2020.
Nachu Chockalingam, CFA, has been a co-portfolio manager on the Fund since October 2020. She has been with the
Adviser or an affiliate since 2018 as a portfolio manager responsible for Emerging Market Debt. She has a degree in
Economics from the London School of Economics. Investment Experience: 19 Years.
The Fund’s SAI provides additional information about the Portfolio Managers’ compensation, management of other
accounts and ownership of securities in the Fund.
ADVISORY FEES
The Fund’s investment advisory contract provides for payment to the Adviser of an annual investment advisory fee of
0.60%
of the Fund’s average daily net assets. The Adviser may voluntarily waive a portion of its fee or reimburse the Fund
for certain operating expenses. The Adviser and its affiliates have also agreed to certain
“
Fee Limits
”
as described in the
footnote to the
“
Risk/Return Summary: Fees and Expenses
”
table found in the
“
Fund Summary
”
section of the Prospectus.
The Fund’s shareholder reports will contain information regarding the basis for the Board’s approval of the Fund’s
Advisory and Sub-Advisory Agreements. The Fund’s semi-annual reports for the six-month periods ended each
February 28 and the annual reports for the fiscal years ending each August 31 discuss the Board’s annual evaluation and
approval of those agreements, which typically occurs annually in May.
Financial Information
FINANCIAL HIGHLIGHTS
The Fund’s fiscal year end is August 31. The Fund became effective on September 18, 2019, but the Fund’s Class A,
Class C and Class R6 Shares have not yet commenced operations and their audited financial information is not yet
available as of the date of this Prospectus.
Appendix A: Hypothetical Investment and Expense Information
The following charts provide additional hypothetical information about the effect of the Fund’s expenses, including
investment advisory fees and other Fund costs, on the Fund’s assumed returns over a 10-year period. The charts show the
estimated expenses that would be incurred in respect of a hypothetical investment, of $10,000, assuming a 5% return each
year, and no redemption of Shares. Each chart also assumes that the Fund’s annual expense ratio stays the same
throughout the 10-year period and that all dividends and distributions are reinvested. The annual expense ratio used in
each chart is the same as stated in the
“
Fees and Expenses
”
table of this Prospectus (and thus may not reflect any fee
waiver or expense reimbursement currently in effect). The maximum amount of any sales charge that might be imposed on
the
purchase
of Shares (and deducted from the hypothetical initial investment of $10,000; the
“
Front-End Sales Charge
”
)
is reflected in the
“
Hypothetical Expenses
”
column. The hypothetical investment information does not reflect the effect of
charges (if any) normally applicable to
redemptions
of Shares (e.g., deferred sales charges, redemption fees). Mutual fund
returns, as well as fees and expenses, may fluctuate over time, and your actual investment returns and total expenses may
be higher or lower than those shown below.
FEDERATED HERMES SDG ENGAGEMENT HIGH YIELD CREDIT FUND - A CLASS
|
ANNUAL EXPENSE RATIO: 1.89%
|
MAXIMUM FRONT-END SALES CHARGE: 4.50%
|
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
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Hypothetical
Ending
Investment
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FEDERATED HERMES SDG ENGAGEMENT HIGH YIELD CREDIT FUND - C CLASS
|
ANNUAL EXPENSE RATIO: 2.64%
|
MAXIMUM FRONT-END SALES CHARGE: NONE
|
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
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Hypothetical
Ending
Investment
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FEDERATED HERMES SDG ENGAGEMENT HIGH YIELD CREDIT FUND - R6 CLASS
|
ANNUAL EXPENSE RATIO: 1.54%
|
MAXIMUM FRONT-END SALES CHARGE: NONE
|
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
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Hypothetical
Ending
Investment
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Appendix B: Sales Charge Waivers and Exchange Features for Shareholders
Purchasing Through Certain Financial Intermediaries
The term
“
fund family,
”
used herein, shall refer to the Federated Hermes mutual funds.
Ameriprise Financial
CLASS A SHARES FRONT-END SALES CHARGE WAIVERS AVAILABLE AT AMERIPRISE FINANCIAL:
The following information applies to Class A shares purchases if you have an account with or otherwise
purchase Fund shares through Ameriprise Financial:
Effective April 30, 2018, shareholders purchasing Fund shares through an Ameriprise Financial platform or account will
be eligible for the following front-end sales charge waivers and discounts, which may differ from those disclosed
elsewhere in this Fund’s prospectus:
■
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing
and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored
retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs.
■
Shares purchased through an Ameriprise Financial investment advisory program (if an Advisory or similar share class
for such investment advisory program is not available).
■
Shares purchased by third party investment advisors on behalf of their advisory clients through Ameriprise Financial’s
platform (if an Advisory or similar share class for such investment advisory program is not available).
■
Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares
of the same Fund (but not any other fund within the same fund family).
■
Shares exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the
purchase date. To the extent that this prospectus elsewhere provides for a waiver with respect to such shares following a
shorter holding period, that waiver will apply to exchanges following such shorter period. To the extent that this
prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares for load waived shares, that
waiver will also apply to such exchanges.
■
Employees and registered representatives of Ameriprise Financial or its affiliates and their immediate family members.
■
Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s,
403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an
Ameriprise financial advisor and/or the advisor’s spouse, advisor’s lineal ascendant (mother, father, grandmother,
grandfather, great grandmother, great grandfather), advisor’s lineal descendant (son, step-son, daughter, step-daughter,
grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a
lineal descendant.
■
Shares purchased from the proceeds of redemptions within the same fund family, provided: (1) the repurchase occurs
within 90 days following the redemption; (2) the redemption and purchase occur in the same account; and (3) redeemed
shares were subject to a front-end or deferred sales load (i.e., Rights of Reinstatement).
EXCHANGE Feature of CLASS C SHARES AVAILABLE AT AMERIPRISE FINANCIAL:
Automatic Exchange of Class C shares.
Class C shares will automatically exchange to Class A shares in the month of
the 10-year anniversary of the purchase date.
Robert W. Baird & Co., Inc.
Effective June 15, 2020, shareholders purchasing fund shares through a Baird platform or account will only be eligible
for the following sales charge waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may
differ from those disclosed elsewhere in this prospectus or the SAI.
Front-End Sales Charge Waivers on Investors A-shares Available at Baird
■
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.
CDSC Waivers on Investor A and C Shares Available at Baird
■
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.
Front-End Sales Charge Discounts Available at Baird: Breakpoints and/or Rights of Accumulations
■
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.
EDWARD JONES
Effective on or after May 1, 2020, shareholders purchasing Fund shares on the Edward Jones commission and fee-based
platforms are eligible only for the following sales charge waivers (front-end sales charge waivers and contingent deferred
sales charge (CDSC), or back-end sales charge, waivers) and discounts, which may differ from those disclosed elsewhere
in this Fund’s prospectus or SAI. In all instances, it is the shareholder’s responsibility to inform Edward Jones at the time
of purchase of any relationship, holdings of fund family or other facts qualifying the purchaser for waivers or discounts.
Edward Jones can ask for documentation of such circumstance.
Front-End Sales Load Waivers on Class A and F Shares Available at Edward Jones
Sales charges are waived for the following shareholders and in the following situations:
■
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.
CDSC Waivers on A, B, C and F Shares Available at Edward Jones
If the shareholder purchases shares that are subject to a CDSC and those shares are redeemed before the CDSC is
expired, the shareholder will be responsible to pay the CDSC except in the following conditions:
■
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.
Front-End Load Discounts Available at Edward Jones:
Rights of Accumulation (ROA)
■
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).
Letter of Intent (LOI)
■
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.
Other Important Information
Minimum Purchase Amounts
1. $250 initial purchase minimum
2. $50 subsequent purchase minimum
Minimum Balances
3. Edward Jones has the right to redeem at its discretion fund holdings with a balance of $250 or less. The following are
examples of accounts that are not included in this policy:
1. A fee-based account held on an Edward Jones platform
2. A 529 account held on an Edward Jones platform
3. An account with an active systematic investment plan or letter of intent (LOI)
Changing Share Classes
4. At any time it deems necessary, Edward Jones has the authority to exchange at NAV a shareholder’s holdings in a fund
to Class A shares.
Janney Montgomery Scott LLC
Effective May 1, 2020, if you purchase or redeem Fund shares through a Janney Montgomery Scott LLC (
“
Janney
”
)
brokerage account, you will be eligible for the following load waivers (front-end sales charge waivers and contingent
deferred sales charge (CDSC), or back-end sales charge, waivers) and discounts, which may differ from those disclosed
elsewhere in this Fund’s Prospectus or SAI.
Front-end sales charge waivers on Class A Shares available at Janney
■
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.
CDSC Waivers on Class A and C Shares available at Janney
■
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).
Front-end sales charge discounts available at Janney: Breakpoints, Rights of Accumulation, and/or Letters
of Intent
■
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.
Merrill Lynch
Shareholders purchasing Fund shares through a Merrill Lynch platform or account will be eligible only for the
following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and
discounts, which may differ from those disclosed elsewhere in this Fund’s prospectus or SAI.
Front-end Sales Load Waivers on Class A Shares available at Merrill Lynch
■
Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts)
and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and
shares are held for the benefit of the plan;
■
Shares purchased by 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.
CDSC Waivers on A, B and C Shares available at Merrill Lynch
■
Death or disability of the shareholder;
■
Shares sold as part of a systematic withdrawal plan as described in the Fund’s prospectus;
■
Return of excess contributions from an IRA Account;
■
Shares sold as part of a required minimum distribution for IRA and retirement accounts 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.
Front-end load Discounts Available at Merrill Lynch:
Breakpoints, Rights of Accumulation & Letters of Intent
■
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).
Morgan Stanley Smith Barney
Class A Shares Front-End Sales Charge Waivers Available at Morgan Stanley Smith Barney:
Effective July 1, 2018, shareholders purchasing Fund shares through a Morgan Stanley Wealth Management
transactional brokerage account will be eligible only for the following front-end sales charge waivers with respect to
Class A shares, which may differ from and may be more limited than those disclosed elsewhere in this Fund’s Prospectus
or SAI.
Front-End Sales Charge Waivers on Class A Shares Available at Morgan Stanley Wealth Management
■
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing
and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored
retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans;
■
Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules;
■
Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the
same fund;
■
Shares purchased through a Morgan Stanley self-directed brokerage account;
■
Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are exchanged to
Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s intra-fund share class
exchange program;
■
Shares purchased from the proceeds of redemptions within the same fund family, provided: (i) the repurchase occurs
within 90 days following the redemption; (ii) the redemption and purchase occur in the same account; and
(iii) redeemed shares were subject to a front-end or deferred sales charge.
OPPENHEIMER & CO., INC.
Effective May 1, 2020, shareholders purchasing Fund shares through an Oppenheimer & Co., Inc. (OPCO) platform or
account are eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end,
sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this Fund’s prospectus
or SAI.
Front-end Sales Load Waivers on Class A Shares available at OPCO
■
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
CDSC Waivers on A, B and C Shares available at OPCO
■
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
Front-end load Discounts Available at OPCO: Breakpoints, Rights of Accumulation & Letters of Intent
■
Breakpoints as described in this prospectus.
■
Rights of Accumulation (ROA), which entitle shareholders to breakpoint discounts, will be automatically calculated
based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at 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
Raymond James & Associates, Inc., Raymond James Financial Services, Inc. and each entity’s affiliates
(
“
Raymond James
”
)
Effective March 1, 2019, shareholders purchasing and redeeming Fund shares through a Raymond James platform or
account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James
provides trade execution, clearance, and/or custody services, will be eligible only for the following load waivers (front-end
sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from
those disclosed elsewhere in this Fund’s prospectus or SAI.
Front-End Sales Load Waivers on Class A Shares Available at Raymond James
■
Shares purchased 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.
CDSC Waivers on A, B and C Shares Available at 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.
Front-End Load Discounts Available at Raymond James: Breakpoints, Rights of Accumulation, and/or Letters
of Intent
■
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.
Stifel, Nicolaus & Company, Incorporated
Effective July 1, 2020, shareholders purchasing Fund shares through a Stifel, Nicolaus & Company, Incorporated
(
“
Stifel
”
)
platform or account or who own shares for which Stifel or an affiliate is the broker-dealer of record are eligible
for the following additional sales charge waiver.
Front-End Sales Load Waiver on Class A Shares
■
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
All other sales charge waivers and reductions described elsewhere in the Fund’s Prospectus or SAI still apply.
An SAI dated October 31, 2020, includes additional information about the Fund and is incorporated by reference into this
Prospectus. The SAI contains a description of the Fund’s policies and procedures with respect to the disclosure of its
portfolio securities. To obtain the SAI and other information without charge, and to make inquiries, call your financial
intermediary or the Fund at 1-800-341-7400.
These documents, as well as additional information about the Fund (including portfolio holdings, performance and
distributions), are also available on
FederatedInvestors.com
.
You can obtain information about the Fund (including the SAI) by accessing Fund information from the EDGAR Database
on the SEC’s website at
sec.gov
. You can purchase copies of this information by contacting the SEC by email at
publicinfo@sec.gov.
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Contact us at
FederatedInvestors.com
or call 1-800-341-7400.
Federated Securities Corp., Distributor
Investment Company Act File No. 811-23259
CUSIP 31423A572
CUSIP 31423A564
CUSIP 31423A549
Q454728 (10/20)
©
2020 FederatedHermes, Inc.
Statement of Additional Information
October 31, 2020
Federated Hermes SDG Engagement High Yield
Credit Fund
A Portfolio of Federated Hermes Adviser Series
(formerly, Federated Adviser Series)
This Statement of Additional Information (SAI) is not a Prospectus. Read this SAI in conjunction with the Prospectus for Federated
Hermes SDG Engagement High Yield Credit Fund (the
“
Fund
”
), dated October 31, 2020.
Obtain the Prospectus without charge by calling 1-800-341-7400.
Federated Hermes SDG Engagement High
Yield Credit Fund
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Contact us at
FederatedInvestors.com
or call 1-800-341-7400.
Federated Securities Corp., Distributor
Q454727 (10/20)
©
2020 FederatedHermes, Inc.
How is the Fund Organized?
The Fund is a portfolio of Federated Hermes Adviser Series (the
“
Trust
”
) and is a diversified, open-end, management
investment company. The Trust was established as a Delaware statutory trust on July 12, 2017, pursuant to a Certificate of Trust,
which is governed by the laws of the State of Delaware. Prior to August 16, 2018, the Trust was named Federated MDT
Equity Trust.
Effective June 26, 2020, the Trust changed its name from Federated Adviser Series to Federated Hermes Adviser Series.
The Board of Trustees (the
“
Board
”
) has established four classes of shares of the Fund, known as Class A Shares, Class C
Shares, Institutional Shares and Class R6 Shares. This SAI relates to Class A Shares, Class C Shares and Class R6 Shares. The
Fund’s investment adviser is Federated Investment Management Company (
“
FIMC
”
) and the Fund’s sub-adviser is Hermes
Investment Management Limited (
“
Hermes
”
and, collectively with FIMC, the
“
Adviser
”
).
Securities in Which the Fund Invests
The principal securities or other investments in which the Fund invests are described in the Fund’s Prospectus. The Fund also
may invest in securities or other investments as non-principal investments for any purpose that is consistent with its investment
objective. The following information is either additional information in respect of a principal security or other investment
referenced in the Prospectus or information in respect of a non-principal security or other investment (in which case there is no
related disclosure in the Prospectus).
Fixed-Income Securities
Fixed-income securities pay interest, dividends or distributions at a specified rate. The rate may be a fixed percentage of the
principal or may be adjusted periodically. In addition, the issuer of a fixed-income security must repay the principal amount of
the security, normally within a specified time. Fixed-income securities provide more regular income than equity securities.
However, the returns on fixed-income securities are limited and normally do not increase with the issuer’s earnings. This limits
the potential appreciation of fixed-income securities as compared to equity securities.
A security’s yield measures the annual income earned on a security as a percentage of its price. A security’s yield will increase
or decrease depending upon whether it costs less (a
“
discount
”
) or more (a
“
premium
”
) than the principal amount. If the issuer
may redeem the security before its scheduled maturity, the price and yield on a discount or premium security may change based
upon the probability of an early redemption. Securities with higher risks generally have higher yields.
The following describes the types of fixed-income securities in which the Fund invests.
Loan Assignments (A Type of Loan Instruments)
The Fund may purchase a loan assignment from the agent bank or other member of the lending syndicate. Investments in loans
through an assignment may involve additional risks to the Funds. For example, if a loan is foreclosed, a Fund could become part
owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In
addition, it is conceivable that under emerging legal theories of lender liability, a Fund could be held liable as co-lender. It is
unclear whether loans and other forms of direct indebtedness offer securities law protections against fraud and misrepresentation.
In the absence of definitive regulatory guidance, the Funds rely on the Adviser’s research in an attempt to avoid situations where
fraud or misrepresentation could adversely affect the Funds.
Loan Participations (A Type of Loan Instrument)
The Fund may purchase a funded participation interest in a loan, by which the Fund has the right to receive payments of
principal, interest and fees from an intermediary (typically a bank, financial institution or lending syndicate) that has a direct
contractual relationship with a borrower. In loan participations, the Fund does not have a direct contractual relationship with
the borrower.
The Fund may also purchase a type of a participation interest, known as risk participation interest. In this case, the Fund will
receive a fee in exchange for the promise to make a payment to a lender if a borrower fails to make a payment of principal,
interest, or fees, as required by the loan agreement.
When purchasing loan participations, the Fund will be exposed to credit risk of the borrower and, in some cases, the
intermediary offering the participation. A participation agreement also may limit the rights of the Fund to vote on changes that
may be made to the underlying loan agreement, such as waiving a breach of a covenant. The participation interests in which a
Fund intends to invest may not be rated by any nationally recognized rating service or, if rated, may be below investment grade
and expose the Fund to the risks of noninvestment-grade securities.
Floating Rate Loans
Floating rate loans are debt instruments issued by companies or other entities with floating interest rates that reset periodically.
Most floating rate loans are secured by specific collateral of the borrower and are senior to most other instruments of the
borrower (e.g., common stock or debt instruments) in the event of bankruptcy. Floating rate loans are often issued in connection
with recapitalizations, acquisitions, leveraged buyouts and refinancing. Floating rate loans are typically structured and
administered by a financial institution that acts as the agent of the lenders participating in the floating rate loan. Floating rate
loans may be acquired directly through the agent, as an assignment from another lender who holds a direct interest in the floating
rate loan, or as a participation interest in another lender’s portion of the floating rate loan.
Commercial Paper (A Type of Corporate-Debt Security)
Commercial paper is an issuer’s obligation with a maturity of less than nine months. Companies typically issue commercial
paper to pay for current expenditures. Most issuers constantly reissue their commercial paper and use the proceeds (or
“
bank
loans
”
) to repay maturing paper. If the issuer cannot continue to obtain liquidity in this fashion, its commercial paper may
default. The short maturity of commercial paper generally reduces both the market and credit risks as compared to other debt
securities of the same issuer.
Demand Instruments (A Type of Corporate-Debt Security)
Demand instruments are corporate securities that require the issuer or a third party, such as a dealer or bank (the Demand
Provider), to repurchase the security for its face value upon demand. Some demand instruments are
“
conditional,
”
so that the
occurrence of certain conditions relieves the Demand Provider of its obligation to repurchase the security. Other demand
instruments are
“
unconditional,
”
so that there are no conditions under which the Demand Provider’s obligation to repurchase the
security can terminate. The fund treats demand instruments as short-term securities, even though their stated maturity may extend
beyond one year.
Treasury Securities (A Fixed-Income Security)
Treasury securities are direct obligations of the federal government of the United States. Treasury securities are generally
regarded as having minimal credit risks.
Government Securities (A Fixed-Income Security)
Government securities are issued or guaranteed by a federal agency or instrumentality acting under federal authority. Some
government securities, including those issued by Government National Mortgage Association (Ginnie Mae), are supported by the
full faith and credit of the United States and are guaranteed only as to the timely payment of interest and principal.
Other government securities receive support through federal subsidies, loans or other benefits but are not backed by the full
faith and credit of the United States. For example, the U.S. Treasury is authorized to purchase specified amounts of securities
issued by (or otherwise make funds available to) the Federal Home Loan Bank System, Federal Home Loan Mortgage
Corporation (
“
Freddie Mac
”
) and Federal National Mortgage Association (
“
Fannie Mae
”
) in support of such obligations.
Some government agency securities have no explicit financial support and are supported only by the credit of the applicable
agency, instrumentality or corporation. The U.S. government has provided financial support to Freddie Mac and Fannie Mae, but
there is no assurance that it will support these or other agencies in the future.
Investors regard government securities as having minimal credit risks, but not as low as Treasury securities.
The Fund treats mortgage-backed securities guaranteed by a federal agency or instrumentality as government securities.
Although such a guarantee helps protect against credit risk, it does not eliminate it entirely or reduce other risks.
Additional Information Related To Freddie Mac And Fannie Mae.
The extreme and unprecedented volatility and disruption
that impacted the capital and credit markets beginning in 2008 led to market concerns regarding the ability of Freddie Mac and
Fannie Mae to withstand future credit losses associated with securities held in their investment portfolios, and on which they
provide guarantees, without the direct support of the federal government. On September 7, 2008, Freddie Mac and Fannie Mae
were placed under the conservatorship of the Federal Housing Finance Agency (FHFA). Under the plan of conservatorship, the
FHFA assumed control of, and generally has the power to direct, the operations of Freddie Mac and Fannie Mae, and is
empowered to exercise all powers collectively held by their respective shareholders, directors and officers, including the power
to: (1) take over the assets of and operate Freddie Mac and Fannie Mae with all the powers of the shareholders, the directors and
the officers of Freddie Mac and Fannie Mae and conduct all business of Freddie Mac and Fannie Mae; (2) collect all obligations
and money due to Freddie Mac and Fannie Mae; (3) perform all functions of Freddie Mac and Fannie Mae which are consistent
with the conservator’s appointment; (4) preserve and conserve the assets and property of Freddie Mac and Fannie Mae; and
(5) contract for assistance in fulfilling any function, activity, action or duty of the conservator.
In connection with the actions taken by the FHFA, the Treasury has entered into certain preferred stock purchase agreements
(SPAs) with each of Freddie Mac and Fannie Mae which establish the Treasury as the holder of a new class of senior preferred
stock in each of Freddie Mac and Fannie Mae. The senior preferred stock was issued in connection with financial contributions
from the Treasury to Freddie Mac and Fannie Mae. Although the SPAs are subject to amendment from time to time, currently the
Treasury is obligated to provide such financial contributions up to an aggregate maximum amount determined by a formula set
forth in the SPAs, and until such aggregate maximum amount is reached, there is not a specific end date to the
Treasury’s obligations.
The future status and role of Freddie Mac and Fannie Mae could be impacted by (among other things) the actions taken and
restrictions placed on Freddie Mac and Fannie Mae by the FHFA in its role as conservator, the restrictions placed on
Freddie Mac’s and Fannie Mae’s operations and activities under the SPAs, market responses to developments at Freddie Mac and
Fannie Mae, downgrades or upgrades in the credit ratings assigned to Freddie Mac and Fannie Mae by nationally recognized
statistical rating organizations (NRSROs) or ratings services, and future legislative and regulatory action that alters the
operations, ownership, structure and/or mission of these institutions, each of which may, in turn, impact the value of, and cash
flows on, any securities guaranteed by Freddie Mac and Fannie Mae.
In addition, the future of Freddie Mac and Fannie Mae, and other U.S. government-sponsored enterprises that are not backed
by the full faith and credit of the U.S. government (GSEs), remains in question as the U.S. government continues to consider
options ranging from structural reform, nationalization, privatization, or consolidation, to outright elimination. The issues that
have led to significant U.S. government support for Freddie Mac and Fannie Mae have sparked serious debate regarding the
continued role of the U.S. government in providing mortgage loan liquidity.
IOs and POs (Types of Asset Backed-Securities)
CMOs may allocate interest payments to one class (Interest Only or IOs) and principal payments to another class (Principal
Only or POs). POs increase in value when prepayment rates increase. In contrast, IOs decrease in value when prepayments
increase, because the underlying mortgages generate less interest payments. However, IOs tend to increase in value when interest
rates rise (and prepayments decrease), making IOs a useful hedge against interest rate risks.
Floaters and Inverse Floaters (Types of Asset-Backed Securities)
Another variant allocates interest payments between two classes of CMOs. One class (Floaters) receives a share of interest
payments based upon a market index such as the London Interbank Offered Rate (LIBOR). The other class (Inverse Floaters)
receives any remaining interest payments from the underlying mortgages. Floater classes receive more interest (and Inverse
Floater classes receive correspondingly less interest) as interest rates rise. This shifts prepayment and interest rate risks from the
Floater to the Inverse Floater class, reducing the price volatility of the Floater class and increasing the price volatility of the
Inverse Floater class.
Zero-Coupon Securities (A Type of Fixed-Income Security)
Zero-coupon securities do not pay interest or principal until final maturity unlike debt securities that provide periodic
payments of interest (referred to as a coupon payment). Investors buy zero-coupon securities at a price below the amount payable
at maturity. The difference between the purchase price and the amount paid at maturity represents interest on the zero-coupon
security. Investors must wait until maturity to receive interest and principal, which increases the interest rate and credit risks of a
zero-coupon security.
There are many forms of zero-coupon securities. Some are issued at a discount and are referred to as zero coupon or capital
appreciation bonds. Others are created from interest-bearing bonds by separating the right to receive the bond’s coupon payments
from the right to receive the bond’s principal due at maturity, a process known as coupon stripping. In addition, some securities
give the issuer the option to deliver additional securities in place of cash interest payments, thereby increasing the amount
payable at maturity. These are referred to as pay-in-kind, PIK securities or toggle securities.
Bank Instruments (A Fixed-Income Security)
Bank instruments are unsecured interest bearing deposits with banks. Bank instruments include, but are not limited to, bank
accounts, time deposits, certificates of deposit and banker’s acceptances. Yankee instruments are denominated in U.S. dollars and
issued by U.S. branches of foreign banks. Eurodollar instruments are denominated in U.S. dollars and issued by
non-U.S. branches of U.S. orforeign banks.
Credit Enhancement
Credit enhancement consists of an arrangement in which a company agrees to pay amounts due on a fixed-income security if
the issuer defaults. In some cases the company providing credit enhancement makes all payments directly to the security holders
and receives reimbursement from the issuer. Normally, the credit enhancer may have greater financial resources and liquidity
than the issuer. For this reason, the Adviser may evaluate the credit risk of a fixed-income security based solely upon its
credit enhancement.
Common types of credit enhancement include guarantees, letters of credit, bond insurance and surety bonds. Credit
enhancement also includes arrangements where securities or other liquid assets secure payment of a fixed-income security. If a
default occurs, these assets may be sold and the proceeds paid to security’s holders. Either form of credit enhancement reduces
credit risks by providing another source of payment for a fixed-income security.
Equity Securities
Equity securities represent a share of an issuer’s earnings and assets, after the issuer pays its liabilities. The Fund cannot
predict the income it will receive from equity securities because issuers generally have discretion as to the payment of any
dividends or distributions. However, equity securities offer greater potential for appreciation than many other types of securities,
because their value increases directly with the value of the issuer’s business.
The following describes the types of equity securities in which the Fund may invest.
Common Stocks
Common stocks are the most prevalent type of equity security. Common stocks receive the issuer’s earnings after the issuer
pays its creditors and any preferred stockholders. As a result, changes in an issuer’s earnings directly influence the value of its
common stock.
Preferred Stocks
Preferred stocks have the right to receive specified dividends or distributions before the issuer makes payments on its common
stock. Some preferred stocks also participate in dividends and distributions paid on common stock. Preferred stocks may also
permit the issuer to redeem the stock. The Fund may also treat such redeemable preferred stock as a fixed-income security.
Interests in Other Limited Liability Companies
Entities such as limited partnerships, limited liability companies, business trusts and companies organized outside the United
States may issue securities comparable to common or preferred stock.
Real Estate Investment Trusts (REITs)
REITs are real estate investment trusts that lease, operate and finance commercial real estate. REITs are exempt from federal
corporate income tax if they limit their operations and distribute most of their income. Such tax requirements limit a REIT’s
ability to respond to changes in the commercial real estate market.
Warrants
Warrants give the Fund the option to buy the issuer’s equity securities at a specified price (the
“
exercise price
”
) at a specified
future date (the
“
expiration date
”
). The Fund may buy the designated securities by paying the exercise price before the expiration
date. Warrants may become worthless if the price of the stock does not rise above the exercise price by the expiration date. This
increases the market risks of warrants as compared to the underlying security. Rights are the same as warrants, except companies
typically issue rights to existing stockholders.
Asset-Backed Securities (A Type of Fixed-Income Security)
Asset-backed securities are payable from pools of obligations other than mortgages. Most asset-backed securities involve
consumer or commercial debts with maturities of less than 10 years. However, almost any type of fixed-income assets (including
other fixed-income securities) may be used to create an asset-backed security. Asset-backed securities may take the form of notes
or pass-through certificates.
Foreign Government Securities (A Type of Foreign Fixed-Income Security)
Foreign government securities generally consist of fixed-income securities supported by national, state or provincial
governments or similar political subdivisions. Foreign government securities also include debt obligations of supranational
entities, such as international organizations designed or supported by governmental entities to promote economic reconstruction
or development, international banking institutions and related government agencies. Examples of these include, but are not
limited to, the International Bank for Reconstruction and Development (the
“
World Bank
”
), the Asian Development Bank, the
European Investment Bank and the Inter-American Development Bank.
Foreign government securities also include fixed-income securities of quasi-governmental agencies that are either issued by
entities owned by a national, state or equivalent government or are obligations of a political unit that are not backed by the
national government’s full faith and credit. Further, foreign government securities include mortgage-related securities issued or
guaranteed by national, state or provincial governmental instrumentalities, including quasi-governmental agencies.
Depositary Receipts (A Type of Foreign Equity Security)
Depositary receipts represent interests in underlying securities issued by a foreign company. Depositary receipts are not traded
in the same market as the underlying security. The foreign securities underlying American Depositary Receipts (ADRs) are
traded outside the United States. ADRs provide a way to buy shares of foreign-based companies in the United States rather than
in overseas markets. ADRs are also traded in U.S. dollars, eliminating the need for foreign exchange transactions. The foreign
securities underlying European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs) and International Depositary
Receipts (IDRs), are traded globally or outside the United States. Depositary receipts involve many of the same risks of investing
directly in foreign securities, including currency risks and risks of foreign investing.
Derivative Contracts
Derivative contracts are financial instruments that require payments based upon changes in the values of designated securities,
commodities, currencies, indices, or other assets or instruments including other derivative contracts, (each a
“
Reference
Instrument
”
and collectively,
“
Reference Instruments
”
). Each party to a derivative contract may sometimes be referred to as a
counterparty. Some derivative contracts require payments relating to an actual, future trade involving the Reference Instrument.
These types of derivatives are frequently referred to as
“
physically settled
”
derivatives. Other derivative contracts require
payments relating to the income or returns from, or changes in the market value of, a Reference Instrument. These types of
derivatives are known as
“
cash-settled
”
derivatives, since they require cash payments in lieu of delivery of the
Reference Instrument.
Many derivative contracts are traded on securities or commodities exchanges. In this case, the exchange sets all the terms of
the contract except for the price. Investors make payments due under their contracts through the exchange. Most exchanges
require investors to maintain margin accounts through their brokers to cover their potential obligations to the exchange. Parties to
the contract make (or collect) daily payments to the margin accounts to reflect losses (or gains) in the value of their contracts.
This protects investors against potential defaults by the other party to the contract. Trading contracts on an exchange also allows
investors to close out their contracts by entering into offsetting contracts.
For example, the Fund could close out an open contract to buy an asset at a future date by entering into an offsetting contract
to sell the same asset on the same date. If the offsetting sale price is more than the original purchase price, the Fund realizes a
gain; if it is less, the Fund realizes a loss. Exchanges may limit the amount of open contracts permitted at any one time. Such
limits may prevent the Fund from closing out a position. If this happens, the Fund will be required to keep the contract open
(even if it is losing money on the contract), and to make any payments required under the contract (even if it has to sell portfolio
securities at unfavorable prices to do so). Inability to close out a contract could also harm the Fund by preventing it from
disposing of or trading any assets it has been using to secure its obligations under the contract.
The Fund may also trade derivative contracts over-the-counter (OTC) in transactions negotiated directly between the Fund and
a financial institution. OTC contracts do not necessarily have standard terms, so they may be less liquid and more difficult to
close-out than exchange-traded contracts. In addition, OTC contracts with more specialized terms may be more difficult to value
than exchange-traded contracts, especially in times of financial stress.
The market for swaps and other OTC derivatives was largely unregulated prior to the enactment of federal legislation known
as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
“
Dodd-Frank Act
”
). Regulations enacted by the
Commodity Futures Trading Commission (the CFTC) under the Dodd-Frank Act require the Fund to clear certain swap contracts
through a clearing house or central counterparty (a CCP).
To clear a swap through the CCP, the Fund will submit the contract to, and post margin with, a futures commission merchant
(FCM) that is a clearing house member. The Fund may enter into the swap with a financial institution other than the FCM and
arrange for the contract to be transferred to the FCM for clearing, or enter into the contract with the FCM itself. If the Fund must
centrally clear a transaction, the CFTC’s regulations also generally require that the swap be executed on a registered exchange or
through a market facility that is known as a swap execution facility or SEF. Central clearing is presently required only for certain
swaps, and the CFTC is expected to impose a mandatory central clearing requirement for additional derivative instruments
over time.
The CCP, SEF and FCM are all subject to regulatory oversight by the CFTC. In addition, most derivative market participants
are now regulated as swap dealers or major swap participants and are subject to certain minimum capital and margin
requirements and business conduct standards. Similar regulatory requirements are expected to apply to derivative contracts that
are subject to the jurisdiction of the SEC, although the SEC has not yet finalized its regulations. In addition, uncleared OTC
swaps will be subject to regulatory collateral requirements that could adversely affect the Fund’s ability to enter into swaps in the
OTC market. These developments could cause the Fund to terminate new or existing swap agreements or to realize amounts to be
received under such instruments at an inopportune time.
Until the mandated rulemaking and regulations are implemented completely, it will not be possible to determine the complete
impact of the Dodd-Frank Act and related regulations on the Fund.
Depending on how the Fund uses derivative contracts and the relationships between the market value of a derivative contract
and the Reference Instrument, derivative contracts may increase or decrease the Fund’s exposure to the risks of the Reference
Instrument, and may also expose the Fund to liquidity and leverage risks. OTC contracts also expose the Fund to credit risks in
the event that a counterparty defaults on the contract, although this risk may be mitigated by submitting the contract for clearing
through a CCP.
The Fund may invest in a derivative contract if it is permitted to own, invest in, or otherwise have economic exposure to the
Reference Instrument. The Fund is not required to own a Reference Instrument in order to buy or sell a derivative contract
relating to that Reference Instrument. The Fund may trade in the following specific types and/or combinations of
derivative contracts:
Futures Contracts (A Type of Derivative)
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a Reference
Instrument at a specified price, date and time. Entering into a contract to buy a Reference Instrument is commonly referred to as
buying a contract or holding a long position in the asset. Entering into a contract to sell a Reference Instrument is commonly
referred to as selling a contract or holding a short position in the Reference Instrument. Futures contracts are considered to be
commodity contracts. The Adviser has claimed an exclusion from the definition of the term
“
commodity pool operator
”
under the
Commodity Exchange Act with respect to the Fund and, therefore, is not subject to registration or regulation with respect to the
Fund. Futures contracts traded OTC are frequently referred to as forward contracts. The Fund can buy or sell financial futures
(such as interest rate futures, index futures and security futures), as well as, currency futures and currency forward contracts.
Interest Rate Futures
An interest-rate futures contract is an exchange-traded contract for which the Reference Instrument is an interest-bearing fixed
income security or an inter-bank deposit. Two examples of common interest rate futures contracts are U.S. Treasury futures
contracts and Eurodollar futures contracts. The Reference Instrument for a U.S. Treasury futures contract is a U.S. Treasury
security. The Reference Instrument for a Eurodollar futures contract is the London Interbank Offered Rate (commonly referred to
as LIBOR); Eurodollar futures contracts enable the purchaser to obtain a fixed rate for the lending of funds over a stated period
of time and the seller to obtain a fixed rate for a borrowing of funds over that same period.
Index Futures
An index futures contract is an exchange-traded contract to make or receive a payment based upon changes in the value of an
index. An index is a statistical composite that measures changes in the value of designated Reference Instruments within
the index.
Security Futures
A security futures contract is an exchange-traded contract to purchase or sell in the future a specific quantity of a security
(other than a Treasury security) or a narrow-based securities index at a certain price. Presently, the only available security futures
contracts use shares of a single equity security as the Reference Instrument. However, it is possible that in the future security
futures contracts will be developed that use a single fixed-income security as the Reference Instrument.
Currency Futures and Currency Forward Contracts (Types of Futures Contracts)
A currency futures contract is an exchange-traded contract to buy or sell a particular currency at a specific price at some time
in the future (commonly three months or more). A currency forward contract is not an exchange-traded contract and an OTC
derivative that represents an obligation to purchase or sell a specific currency at a future date, at a price set at the time of the
contract and for a period agreed upon by the parties which may be either a window of time or a fixed number of days from the
date of the contract. Currency futures and forward contracts are highly volatile, with a relatively small price movement
potentially resulting in substantial gains or losses to the Fund. Additionally, the Fund may lose money on currency futures and
forward contracts if changes in currency rates do not occur as anticipated or if the Fund’s counterparty to the contract were
to default.
Option Contracts (A Type of Derivative)
Option contracts (also called
“
options
”
) are rights to buy or sell a Reference Instrument for a specified price (the
“
exercise
price
”
) during, or at the end of, a specified period. The seller (or writer) of the option receives a payment, or premium, from the
buyer, which the writer keeps regardless of whether the buyer uses (or exercises) the option. Options may be bought or sold on a
wide variety of Reference Instruments. Options that are written on futures contracts will be subject to margin requirements
similar to those applied to futures contracts.
The Fund may buy and/or sell the following types of options:
Call Options
A call option gives the holder (buyer) the right to buy the Reference Instrument from the seller (writer) of the option. The Fund
may use call options in the following ways:
■
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.
Put Options
A put option gives the holder the right to sell the Reference Instrument to the writer of the option. The Fund may use put
options in the following ways:
■
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.
The Fund may also buy or write options, as needed, to close out existing option positions.
Finally, the Fund may enter into combinations of options contracts in an attempt to benefit from changes in the prices of those
options contracts (without regard to changes in the value of the Reference Instrument).
Swap Contracts (A Type of Derivative)
A swap contract (also known as a
“
swap
”
) is a type of derivative contract in which two parties agree to pay each other (swap)
the returns derived from Reference Instruments. Most swaps do not involve the delivery of the underlying assets by either party,
and the parties might not own the Reference Instruments. The payments are usually made on a net basis so that, on any given
day, the Fund would receive (or pay) only the amount by which its payment under the contract is less than (or exceeds) the
amount of the other party’s payment. Swap agreements are sophisticated instruments that can take many different forms and are
known by a variety of names. Common swap agreements that the Fund may use include:
Interest Rate Swaps
Interest rate swaps are contracts in which one party agrees to make regular payments equal to a fixed or floating interest rate
times a stated principal amount (commonly referred to as a
“
notional principal amount
”
) in return for payments equal to a
different fixed or floating rate times the same principal amount, for a specific period. For example, a $10 million London
Interbank Offered Rate (commonly referred to as LIBOR) swap would require one party to pay the equivalent of the London
Interbank Offered Rate of interest (which fluctuates) on $10 million principal amount in exchange for the right to receive the
equivalent of a stated fixed rate of interest on $10 millionprincipal amount.
Caps and Floors (A Type of Swap Contract)
Caps and Floors are contracts in which one party agrees to make payments only if an interest rate or index goes above (Cap) or
below (Floor) a certain level in return for a fee from the other party.
Total Return Swaps
A total return swap is an agreement between two parties whereby one party agrees to make payments of the total return from a
Reference Instrument (or a basket of such instruments) during the specified period, in return for payments equal to a fixed or
floating rate of interest or the total return from another Reference Instrument. Alternately, a total return swap can be structured so
that one party will make payments to the other party if the value of a Reference Instrument increases, but receive payments from
the other party if the value of that instrument decreases.
Credit Default Swaps (Including Credit Default Swap Indexes)
A credit default swap (CDS) is an agreement between two parties whereby one party (the
“
Protection Buyer
”
) agrees to make
payments over the term of the CDS to the other party (the
“
Protection Seller
”
), provided that no designated event of default,
restructuring or other credit related event (each a
“
Credit Event
”
) occurs with respect to Reference Instrument that is usually a
particular bond, loan or the unsecured credit of an issuer, in general (the
“
Reference Obligation
”
). Many CDS are physically
settled, which means that if a Credit Event occurs, the Protection Seller must pay the Protection Buyer the full notional value, or
“
par value,
”
of the Reference Obligation in exchange for delivery by the Protection Buyer of the Reference Obligation or another
similar obligation issued by the issuer of the Reference Obligation (the
“
Deliverable Obligation
”
). The Counterparties agree to
the characteristics of the Deliverable Obligation at the time that they enter into the CDS. Alternately, a CDS can be
“
cash
settled,
”
which means that upon the occurrence of a Credit Event, the Protection Buyer will receive a payment from the
Protection Seller equal to the difference between the par amount of the Reference Obligation and its market value at the time of
the Credit Event. The Fund may be either the Protection Buyer or the Protection Seller in a CDS. If the Fund is a Protection
Buyer and no Credit Event occurs, the Fund will lose its entire investment in the CDS (i.e., an amount equal to the payments
made to the Protection Seller over the term of the CDS). However, if a Credit Event occurs, the Fund (as Protection Buyer) will
deliver the Deliverable Obligation and receive a payment equal to the full notional value of the Reference Obligation, even
though the Reference Obligation may have little or no value. If the Fund is the Protection Seller and no Credit Event occurs, the
Fund will receive a fixed rate of income throughout the term of the CDS. However, if a Credit Event occurs, the Fund (as
Protection Seller) will pay the Protection Buyer the full notional value of the Reference Obligation and receive the Deliverable
Obligation from the Protection Buyer. A CDS may involve greater risks than if the Fund invested directly in the Reference
Obligation. For example, a CDS may increase credit risk since the Fund has exposure to both the issuer of the Reference
Obligation and the Counterparty to the CDS.
Currency Swaps
Currency swaps are contracts which provide for interest payments in different currencies. The parties might agree to exchange
the notional principal amounts of the currencies as well (commonly called a
“
foreign exchange swap
”
).
Other Investments, Transactions, Techniques
Delayed Delivery Transactions
Delayed delivery transactions, including when issued transactions, are arrangements in which the Fund buys securities for a set
price, with payment and delivery of the securities scheduled for a future time. During the period between purchase and
settlement, no payment is made by the Fund to the issuer and no interest accrues to the Fund. The Fund records the transaction
when it agrees to buy the securities and reflects their value in determining the price of its shares. Settlement dates may be a
month or more after entering into these transactions so that the market values of the securities bought may vary from the
purchase prices. Therefore, delayed delivery transactions create interest rate risks for the Fund. Delayed delivery transactions also
involve credit risks in the event of a counterparty default.
Hybrid Instruments
Hybrid instruments combine elements of two different kinds of securities or financial instruments (such as a derivative
contract). Frequently, the value of a hybrid instrument is determined by reference to changes in the value of a Reference
Instrument (that is a designated security, commodity, currency, index or other asset or instrument including a derivative
contract). Hybrid instruments can take on many forms including, but not limited to, the following forms. First, a common form of
a hybrid instrument combines elements of a derivative contract with those of another security (typically a fixed-income security).
In this case all or a portion of the interest or principal payable on a hybrid security is determined by reference to changes in the
price of a Reference Instrument. Second, a hybrid instrument may also combine elements of a fixed-income security and an
equity security. Third, hybrid instruments may include convertible securities with conversion terms related to a
Reference Instrument.
Depending on the type and terms of the hybrid instrument, its risks may reflect a combination of the risks of investing in the
Reference Instrument with the risks of investing in other securities, currencies and derivative contracts. Thus, an investment in a
hybrid instrument may entail significant risks in addition to those associated with traditional securities or the Reference
Instrument. Hybrid instruments are also potentially more volatile than traditional securities or the Reference Instrument.
Moreover, depending on the structure of the particular hybrid, it may expose the Fund to leverage risks or carry liquidity risks.
Credit Linked Note (A Type of Hybrid Instrument)
A credit linked note (CLN) is a type of hybrid instrument in which a special purpose entity issues a structured note (the
“
Note
Issuer
”
) with respect to which the Reference Instrument is a single bond, a portfolio of bonds, or the unsecured credit of an
issuer, in general (each a
“
Reference Credit
”
). The purchaser of the CLN (the
“
Note Purchaser
”
) invests a par amount and
receives a payment during the term of the CLN that equals a fixed or floating rate of interest equivalent to a high rated funded
asset (such as a bank certificate of deposit) plus an additional premium that relates to taking on the credit risk of the Reference
Credit. Upon maturity of the CLN, the Note Purchaser will receive a payment equal to: (i) the original par amount paid to the
Note Issuer, if there is no occurrence of a designated event of default, restructuring or other credit event (each, a
“
Credit Event
”
)
with respect to the issuer of the Reference Credit or; (ii) the market value of the Reference Credit, if a Credit Event has occurred.
Depending upon the terms of the CLN, it is also possible that the Note Purchaser may be required to take physical delivery of the
Reference Credit in the event of a Credit Event. Most credit linked notes use a corporate bond (or a portfolio of corporate bonds)
as the Reference Credit. However, almost any type of fixed-income security (including foreign government securities), index or
derivative contract (such as a credit default swap) can be used as the Reference Credit.
Equity Linked Note (A Type of Hybrid Instrument)
An equity linked note (ELN) is a type of hybrid instrument that provides the noteholder with exposure to a single equity
security, a basket of equity securities, or an equity index (the
“
Reference Equity Instrument
”
). Typically, an ELN pays interest at
agreed rates over a specified time period and, at maturity, either converts into shares of a Reference Equity Instrument or returns
a payment to the noteholder based on the change in value of a Reference Equity Instrument.
Investing in Exchange-Traded Funds
The Fund may invest in exchange-traded funds (ETFs) as an efficient means of gaining broad exposure to the high yield bond
market. As with traditional mutual funds, ETFs charge asset-based fees, although these fees tend to be relatively low. ETFs are
traded on stock exchanges or on the over-the-counter market. ETFs do not charge initial sales charges or redemption fees and
investors pay only customary brokerage fees to buy and sell ETF shares.
Asset Segregation
In accordance with the Securities and Exchange Commission (SEC) and SEC staff positions regarding the interpretation of the
Investment Company Act of 1940 (
“
1940 Act
”
), with respect to derivatives that create a future payment obligation of the Fund,
the Fund must
“
set aside
”
(referred to sometimes as
“
asset segregation
”
) liquid assets, or engage in other SEC- or staff-approved
measures, while the derivative contracts are open. For example, with respect to forwards and futures contracts that are not
contractually required to
“
cash-settle,
”
the Fund must cover its open positions by setting aside cash or readily marketable
securities equal to the contracts’ full, notional value. With respect to forwards and futures that are contractually required to
“
cash-settle,
”
however, the Fund is permitted to set aside cash or readily marketable securities in an amount equal to the Fund’s daily
marked-to-market (net) obligations, if any (i.e., the Fund’s daily net liability, if any), rather than the notional value.
The Fund will employ another approach to segregating assets to cover options that it sells. If the Fund sells a call option, the
Fund will set aside either the Reference Instrument subject to the option, cash or readily marketable securities with a value that
equals or exceeds the current market value of the Reference Instrument. In no event, will the value of the cash or readily
marketable securities set aside by the Fund be less than the exercise price of the call option. If the Fund sells a put option, the
Fund will set aside cash or readily marketable securities with a value that equals or exceeds the exercise price of the put option.
The Fund’s asset segregation approach for swap agreements varies among different types of swaps. For example, if the Fund
enters into a credit default swap as the Protection Buyer, then it will set aside cash or readily marketable securities necessary to
meet any accrued payment obligations under the swap. By comparison, if the Fund enters into a credit default swap as the
Protection Seller, then the Fund will set aside cash or readily marketable securities equal to the full notional amount of the swap
that must be paid upon the occurrence of a Credit Event. For some other types of swaps, such as interest rate swaps, the Fund will
calculate the obligations of the counterparties to the swap on a net basis. Consequently, the Fund’s current obligation (or rights)
under this type of swap will equal only the net amount to be paid or received based on the relative values of the positions held by
each counterparty to the swap (the
“
net amount
”
). The net amount currently owed by or to the Fund will be accrued daily and the
Fund will set aside cash or readily marketable securities equal to any accrued but unpaid net amount owed by the Fund under
the swap.
The Fund may reduce the liquid assets segregated to cover obligations under a derivative contract by entering into an offsetting
derivative contract. For example, if the Fund sells a put option for the same Reference Instrument as a call option the Fund has
sold, and the exercise price of the call option is the same as or higher than the exercise price of the put option, then the Fund may
net its obligations under the options and set aside cash or readily marketable securities (including any margin deposited for the
options) with a value equal to the greater: of (a) the current market value of the Reference Instrument deliverable under the call
option; or (b) the exercise price of the put option.
By setting aside cash or readily marketable securities equal to only its net obligations under swaps and certain cash-settled
derivative contracts, the Fund will have the ability to employ leverage to a greater extent than if the Fund were required to
segregate cash or readily marketable securities equal to the full notional value of such contracts. The use of leverage involves
certain risks. See
“
Risk Factors.
”
Unless the Fund has other cash or readily marketable securities to set aside, it cannot trade
assets set aside in connection with derivative contracts or special transactions without entering into an offsetting derivative
contract or terminating a special transaction. This may cause the Fund to miss favorable trading opportunities or to realize losses
on derivative contracts or special transactions. The Fund reserves the right to modify its asset segregation policies in the future to
comply with any changes in the positions articulated from time to time by the SEC and its staff.
Generally, special transactions do not cash-settle on a net basis. Consequently, with respect to special transactions, the Fund
will set aside cash or readily marketable securities with a value that equals or exceeds the Fund’s obligations.
INTER-FUND BORROWING AND THIRD-PARTY LENDING ARRANGEMENTS
Inter-Fund Borrowing
The Securities and Exchange Commission (SEC) has granted an exemption that permits the Fund and all other funds
(
“
Federated Hermes funds
”
) advised by subsidiaries of Federated Hermes, Inc. (
“
Federated Hermes,
”
formerly, Federated
Investors, Inc.) to lend and borrow money for certain temporary purposes directly to and from other Federated Hermes funds.
Participation in this inter-fund lending program is voluntary for both borrowing and lending Federated Hermes funds, and an
inter-fund loan is only made if it benefits each participating Federated Hermes fund. Federated Hermes administers the program
according to procedures approved by the Fund’s Board, and the Board monitors the operation of the program. Any inter-fund
loan must comply with certain conditions set out in the exemption, which are designed to assure fairness and protect all
participating Federated Hermes funds.
For example, inter-fund lending is permitted only: (a) to meet shareholder redemption requests; (b) to meet commitments
arising from
“
failed
”
trades; and (c) for other temporary purposes. All inter-fund loans must be repaid in seven days or less. The
Fund’s participation in this program must be consistent with its investment policies and limitations, and must meet certain
percentage tests. Inter-fund loans may be made only when the rate of interest to be charged is more attractive to the lending
Federated Hermes fund than market-competitive rates on overnight repurchase agreements (
“
Repo Rate
”
)
and
more attractive to
the borrowing Federated Hermes fund than the rate of interest that would be charged by an unaffiliated bank for short-term
borrowings (
“
Bank Loan Rate
”
), as determined by the Board. The interest rate imposed on inter-fund loans is the average of the
Repo Rate and the Bank Loan Rate.
Third-Party Line of Credit
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 Fund, failed trades, payment of dividends, settlement of trades
and for other short-term, temporary or emergency general business purposes. The Fund cannot borrow under the LOC if an
inter-fund loan is outstanding. The Fund’s ability to borrow under the LOC also is subject to the limitations of the 1940 Act and
various conditions precedent that must be satisfied before the Fund can borrow. Loans under the LOC are charged interest at a
fluctuating rate per annum equal to the highest, on any day, of: (a) (i) the federal funds effective rate; (ii) the one-month London
Interbank Offered Rate (LIBOR), or a replacement rate as appropriate; and (iii) 0.0%; plus (b) a margin. Any fund eligible to
borrow under the LOC pays its pro rata share of an upfront fee, and its pro rata share of a commitment fee based on the amount
of the lenders’ commitment that has not been utilized, quarterly in arrears and at maturity. As of the date of this Statement of
Additional Information, there were no outstanding loans.
LIQUIDITY RISK MANAGEMENT PROGRAM
The Fund has adopted and implemented a written liquidity risk management program (LRMP) and related procedures to assess
and manage the liquidity risk of the Fund in accordance with Section 22(e) of the 1940 Act and Rule 22e-4 thereunder. The
Board has designated the Adviser, together with Federated Hermes, Inc.’s (
“
Federated Hermes,
”
formerly, Federated Investors,
Inc.) other affiliated registered investment advisory subsidiaries that serve as investment advisers to other Federated Hermes
funds, to collectively serve as the administrator of the LRMP and the related procedures (the
“
Administrator
”
). Rule 22e-4
defines
“
liquidity risk
”
as the risk that the Fund will be unable to meet requests to redeem shares issued by the Fund without
significant dilution of the remaining investors’ interests in the Fund. As a part of the LRMP, the Administrator is responsible for
classifying the liquidity of the Fund’s portfolio investments in accordance with Rule 22e-4. As part of the LRMP, the
Administrator is also responsible for assessing, managing and periodically reviewing the Fund’s liquidity risk, for making
periodic reports to the Board and the SEC regarding the liquidity of the Fund’s investments, and for notifying the Board and the
SEC of certain liquidity events specified in Rule 22e-4. The liquidity of the Fund’s portfolio investments is determined based on
relevant market, trading and investment-specific considerations under the LRMP.
Investment Risks
There are many risk factors which may affect an investment in the Fund. The Fund’s principal risks are described in its
Prospectus. The following information is either additional information in respect of a principal risk factor referenced in the
Prospectus or information in respect of a non-principal risk factor applicable to the Fund (in which case there is no related
disclosure in the Prospectus).
Call Risk
Call risk is the possibility that an issuer may redeem a fixed-income security before maturity (a
“
call
”
) at a price below its
current market price. An increase in the likelihood of a call may reduce the security’s price.
If a fixed-income security is called, the Fund may have to reinvest the proceeds in other fixed-income securities with lower
interest rates, higher credit risks, or other less favorable characteristics.
Credit Enhancement Risk
The securities in which the Fund invests may be subject to credit enhancement (for example, guarantees, letters of credit or
bond insurance). Credit enhancement is designed to help assure timely payment of the security; it does not protect the Fund
against losses caused by declines in a security’s value due to changes in market conditions. Securities subject to credit
enhancement generally would be assigned a lower credit rating if the rating were based primarily on the credit quality of the
issuer without regard to the credit enhancement. If the credit quality of the credit enhancement provider (for example, a bank or
bond insurer) is downgraded, the rating on a security credit enhanced by such credit enhancement provider also may
be downgraded.
A single enhancement provider may provide credit enhancement to more than one of the Fund’s investments. Having multiple
securities credit enhanced by the same enhancement provider will increase the adverse effects on the Fund that are likely to result
from a downgrading of, or a default by, such an enhancement provider. Adverse developments in the banking or bond insurance
industries also may negatively affect the Fund, as the Fund may invest in securities credit enhanced by banks or by bond insurers
without limit. Bond insurers that provide credit enhancement for large segments of the fixed income markets, including the
municipal bond market, may be more susceptible to being downgraded or defaulting during recessions or similar periods of
economic stress.
Stock Market Risk
The value of equity securities in the Fund’s portfolio will rise and fall over time. These fluctuations could be a sustained trend
or a drastic movement. Historically, the equity market has moved in cycles, and the value of the Fund’s securities may fluctuate
from day to day. The Fund’s portfolio will reflect changes in prices of individual portfolio stocks or general changes in stock
valuations. Consequently, the Fund’s Share price may decline. The Adviser attempts to manage market risk by limiting the
amount the Fund invests in each company’s equity securities. However, diversification will not protect the Fund against
widespread or prolonged declines in the stock market. Information publicly available about a company, whether from the
company’s financial statements or other disclosures or from third parties, or information available to some but not all market
participants, can affect the price of a company’s shares in the market. The price of a company’s shares depends significantly on
the information publicly available about the company. The reporting of poor results by a company, the restatement of a
company’s financial statements or corrections to other information regarding a company or its business may adversely affect the
price of its shares, as would allegations of fraud or other misconduct by the company’s management. The Fund may also be
disadvantaged if some market participants have access to material information not readily available to other market participants,
including the Fund.
Risk of Investing in Loans
In addition to the risks generally associated with debt instruments, such as credit, market, interest rate, liquidity and derivatives
risks, bank loans are also subject to the risk that the value of the collateral securing a loan may decline, be insufficient to meet the
obligations of the borrower or be difficult to liquidate. The Fund’s access to the collateral may be limited by bankruptcy, other
insolvency laws or by the type of loan the Fund has purchased. For example, if the Fund purchases a participation instead of an
assignment, it would not have direct access to collateral of the borrower. As a result, a floating rate loan may not be fully
collateralized and can decline significantly in value. Additionally, collateral on loan instruments may consist of assets that may
not be readily liquidated, and there is no assurance that the liquidation of such assets will satisfy a borrower’s obligations under
the instrument. Loans generally are subject to legal or contractual restrictions on resale.
Loans and other forms of indebtedness may be structured such that they are not securities under securities laws. As such, it is
unclear whether loans and other forms of direct indebtedness offer securities law protections, such as those against fraud and
misrepresentation. In the absence of definitive regulatory guidance, while there can be no assurance that fraud or
misrepresentation will not occur with respect to the loans and other investments in which the Fund invests, the Fund relies on the
Adviser’s research in an attempt to seek to avoid situations where fraud or misrepresentation could adversely affect the Fund.
Agent Insolvency Risk
In a syndicated loan, the agent bank is the bank that undertakes the bulk of the administrative duties involved in the day-to-day
administration of the loan. In the event of the insolvency of an agent bank, a loan could be subject to settlement risk as well as
the risk of interruptions in the administrative duties performed in the day-to-day administration of the loan (such as processing
LIBOR calculations, processing draws, etc.).
Loan Prepayment Risk
During periods of declining interest rates or for other purposes, borrowers may exercise their option to prepay principal earlier
than scheduled which may force the Fund to reinvest in lower-yielding debt instruments.
Loan Liquidity Risk
Loan instruments generally are subject to legal or contractual restrictions on resale. The liquidity of loans, including the
volume and frequency of secondary market trading in such loans, varies significantly over time and among individual loans. For
example, if the credit quality of a loan unexpectedly declines significantly, secondary market trading in that loan can also decline
for a period of time. During periods of infrequent trading, valuing a loan can be more difficult and buying and selling a loan at an
acceptable price can be more difficult and delayed. Difficulty in selling a loan can result in a loss.
Loans may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in
disposing of loans may require weeks to complete. Thus, transactions in loan instruments may take longer than seven days to
settle. This could pose a liquidity risk to the Fund and, if the Fund’s exposure to such investments is substantial, could impair the
Fund’s ability to meet shareholder redemptions in a timely manner.
Risk of Investing in Derivative Contracts and Hybrid Instruments
The Fund’s exposure to derivative contracts and hybrid instruments (either directly or through its investment in another
investment company) involves risks different from, or possibly greater than, the risks associated with investing directly in
securities and other traditional investments. First, changes in the value of the derivative contracts and hybrid instruments in
which the Fund invests may not be correlated with changes in the value of the underlying Reference Instruments or, if they are
correlated, may move in the opposite direction than originally anticipated. Second, while some strategies involving derivatives
may reduce the risk of loss, they may also reduce potential gains or, in some cases, result in losses by offsetting favorable price
movements in portfolio holdings. Third, there is a risk that derivative contracts and hybrid instruments may be erroneously priced
or improperly valued and, as a result, the Fund may need to make increased cash payments to the counterparty. Fourth, exposure
to derivative contracts and hybrid instruments may have tax consequences to the Fund and its shareholders. For example,
derivative contracts and hybrid instruments may cause the Fund to realize increased ordinary income or short-term capital gains
(which are treated as ordinary income for Federal income tax purposes) and, as a result, may increase taxable distributions to
shareholders. In addition, under certain circumstances certain derivative contracts and hybrid instruments may cause the Fund to:
(a) incur an excise tax on a portion of the income related to those contracts and instruments; and/or (b) reclassify, as a return of
capital, some or all of the distributions previously made to shareholders during the fiscal year as dividend income. Fifth, a
common provision in OTC derivative contracts permits the counterparty to terminate any such contract between it and the Fund,
if the value of the Fund’s total net assets declines below a specified level over a given time period. Factors that may contribute to
such a decline (which usually must be substantial) include significant shareholder redemptions and/or a marked decrease in the
market value of the Fund’s investments. Any such termination of the Fund’s OTC derivative contracts may adversely affect the
Fund (for example, by increasing losses and/or costs, and/or preventing the Fund from fully implementing its investment
strategies). Sixth, the Fund may use a derivative contract to benefit from a decline in the value of a Reference Instrument. If the
value of the Reference Instrument declines during the term of the contract, the Fund makes a profit on the difference (less any
payments the Fund is required to pay under the terms of the contract). Any such strategy involves risk. There is no assurance that
the Reference Instrument will decline in value during the term of the contract and make a profit for the Fund. The Reference
Instrument may instead appreciate in value creating a loss for the Fund. Seventh, a default or failure by a CCP or an FCM (also
sometimes called a
“
futures broker
”
), or the failure of a contract to be transferred from an Executing Dealer to the FCM for
clearing, may expose the Fund to losses, increase its costs, or prevent the Fund from entering or exiting derivative positions,
accessing margin or fully implementing its investment strategies. The central clearing of a derivative and trading of a contract
over a SEF could reduce the liquidity in, or increase costs of entering into or holding, any contracts. Finally, derivative contracts
and hybrid instruments may also involve other risks described herein or in the Fund’s prospectus, such as stock market, interest
rate, credit, currency, liquidity and leverage risks.
Real Estate Investment Trust (REIT) Risk
Real estate investment trusts (REITs), including foreign REITs and REIT-like entities, are subject to risks associated with the
ownership of real estate. Some REITs experience market risk due to investment in a limited number of properties, in a narrow
geographic area, or in a single property type, which increases the risk that such REIT could be unfavorably affected by the poor
performance of a single investment or investment type. These companies are also sensitive to factors such as changes in real
estate values and property taxes, interest rates, cash flow of underlying real estate assets, supply and demand and the
management skill and creditworthiness of the issuer. Borrowers could default on or sell investments that a REIT holds, which
could reduce the cash flow needed to make distributions to investors. In addition, REITs may also be affected by tax and
regulatory requirements impacting the REITs’ ability to qualify for preferential tax treatments or exemptions. REITs require
specialized management and pay management expenses. REITs also are subject to physical risks to real property, including
weather, natural disasters, terrorist attacks, war, or other events that destroy real property. Foreign REITs and REIT-like entities
can also be subject to currency risk, emerging market risk, limited public information, illiquid trading and the impact of
local laws.
REITs include equity REITs and mortgage REITs. Equity REITs may be affected by changes in the value of the underlying
property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. Further, equity and
mortgage REITs are dependent upon management skills and generally may not be diversified. Equity and mortgage REITs are
also subject to heavy cash flow dependency, defaults by borrowers and self-liquidations. In addition, equity and mortgage REITs
could possibly fail to qualify for tax-free pass-through of income under applicable tax laws or to maintain their exemptions from
registration under the Investment Company Act of 1940, as amended. The above factors may also adversely affect a borrower’s
or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may
experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its
investments. In addition, even many of the larger REITs in the industry tend to be small to medium-sized companies in relation
to the equity markets as a whole.
Effective for taxable years beginning after December 31, 2017, the Tax Cuts and Jobs Act generally allows individuals and
certain non-corporate entities, such as partnerships, a deduction for 20% of qualified REIT dividends. Recently issued proposed
regulations allow a regulated investment company to pass the character of its qualified REIT dividends through to its
shareholders provided certain holding period requirements are met.
Risk Associated with the Investment Activities of Other Accounts
Investment decisions for the Fund are made independently from those of other accounts managed by the Adviser and accounts
managed by affiliates of the Adviser. Therefore, it is possible that investment-related actions taken by such other accounts could
adversely impact the Fund with respect to, for example, the value of Fund portfolio holdings, and/or prices paid to or received by
the Fund on its portfolio transactions, and/or the Fund’s ability to obtain or dispose of portfolio securities. Related considerations
are discussed elsewhere in this SAI under
“
Brokerage Transactions and Investment Allocation.
”
Exchange-Traded Funds Risk
An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is
not exchange traded) that has the same investment objectives, strategies and policies. The price of an ETF can fluctuate up or
down, and the Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition,
ETFs may be subject to the following risks that do not apply to conventional funds: (i) the market price of an ETF’s shares may
trade above or below their net asset value; (ii) an active trading market for an ETF’s shares may not develop or be maintained; or
(iii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are
delisted from the exchange or the activation of market-wide
“
circuit breakers
”
(which are tied to large decreases in stock prices)
halts stock trading generally.
LIBOR Risk
Certain derivatives or debt securities, or other financial instruments in which the Fund may invest, as well as the Fund’s
committed, revolving line of credit agreement, utilize or may utilize in the future the London Interbank Offered Rate (LIBOR) as
the reference or benchmark rate for interest rate calculations. LIBOR is a measure of the average interest rate at which major
global banks can borrow from one another. It is quoted in multiple currencies and tenors using data reported by a panel of
private-sector banks. Following allegations of rate manipulation in 2012 and concerns regarding its thin liquidity, the use of
LIBOR came under increasing pressure, and in July 2017, the U.K. Financial Conduct Authority, which regulates LIBOR,
announced that it will stop encouraging banks to provide the quotations needed to sustain LIBOR after 2021. This may cause
LIBOR to cease to be published. LIBOR panel banks have agreed to submit quotations to LIBOR through the end of 2021.
Before then, it is expected that market participants will transition to the use of different reference or benchmark rates. However,
there is currently no definitive information regarding the future utilization of LIBOR or of any particular replacement rate.
Regulators have suggested alternative reference rates, but global consensus is lacking and the process for amending existing
contracts or instruments to transition away from LIBOR remains unclear.
While it is expected that market participants will amend financial instruments referencing LIBOR to include fallback
provisions and other measures that contemplate the discontinuation of LIBOR or other similar market disruption events, neither
the effect of the transition process nor the viability of such measures is known. While market participants have begun
transitioning away from LIBOR, there are obstacles to converting certain longer term securities and transactions to a new
benchmark or benchmarks. The effectiveness of multiple alternative reference rates as opposed to one primary reference rate has
not been determined. The effectiveness of alternative reference rates used in new or existing financial instruments and products
has also not yet been determined. As market participants transition away from LIBOR, LIBOR’s usefulness may deteriorate,
which could occur prior to the end of 2021. The transition process may lead to increased volatility and illiquidity in markets that
currently rely on LIBOR to determine interest rates. LIBOR’s deterioration may adversely affect the liquidity and/or market
value of securities that use LIBOR as a benchmark interest rate, including securities and other financial instruments held by the
Fund. Further, the utilization of an alternative reference rate, or the transition process to an alternative reference rate, may
adversely affect the Fund’s performance.
CYBERSECURITY RISK
Like other funds and business enterprises, Federated Hermes’ business relies on the security and reliability of information and
communications technology, systems and networks. Federated Hermes uses digital technology, including, for example,
networked systems, email and the Internet, to conduct business operations and engage clients, customers, employees, products,
accounts, shareholders, and relevant service providers, among others. Federated Hermes, as well as its funds and certain service
providers, also generate, compile and process information for purposes of preparing and making filings or reports to
governmental agencies, and a cybersecurity attack or incident that impacts that information, or the generation and filing
processes, may prevent required regulatory filings and reports from being made. The use of the Internet and other electronic
media and technology exposes the Fund, the Fund’s shareholders, and the Fund’s service providers, and their respective
operations, to potential risks from cybersecurity attacks or incidents (collectively,
“
cyber-events
”
).
Cyber-events can result from intentional (or deliberate) attacks or unintentional events by insiders or third parties, including
cybercriminals, competitors, nation-states and
“
hacktivists,
”
among others. Cyber-events may include, for example, phishing, use
of stolen access credentials, unauthorized access to systems, networks or devices (such as, for example, through
“
hacking
”
activity), structured query language attacks, infection from or spread of malware, ransomware, computer viruses or other
malicious software code, corruption of data, and attacks (including, but not limited to, denial of service attacks on websites)
which shut down, disable, slow, impair or otherwise disrupt operations, business processes, technology, connectivity or website
or internet access, functionality or performance. Like other funds and business enterprises, the Fund and its service providers
have experienced, and will continue to experience, cyber-events on a daily basis. In addition to intentional cyber-events,
unintentional cyber-events can occur, such as, for example, the inadvertent release of confidential information. To date,
cyber-events have not had a material adverse effect on the Fund’s business operations or performance.
Cyber-events can affect, potentially in a material way, Federated Hermes’ relationships with its customers, employees,
products, accounts, shareholders and relevant service providers. Any cyber-event could adversely impact the Fund and its
shareholders and cause the Fund to incur financial loss and expense, as well as face exposure to regulatory penalties, reputational
damage and additional compliance costs associated with corrective measures. A cyber-event may cause the Fund, or its service
providers, to lose proprietary information, suffer data corruption, lose operational capacity (such as, for example, the loss of the
ability to process transactions, calculate the Fund’s NAV, or allow shareholders to transact business or other disruptions to
operations), and/or fail to comply with applicable privacy and other laws. Among other potentially harmful effects, cyber-events
also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support the
Fund and its service providers. In addition, cyber-events affecting issuers in which the Fund invests could cause the Fund’s
investments to lose value.
The Fund’s Adviser and its relevant affiliates have established risk management systems reasonably designed to seek to reduce
the risks associated with cyber-events. The Fund’s Adviser employs various measures aimed at mitigating cybersecurity risk,
including, among others, use of firewalls, system segmentation, system monitoring, virus scanning, periodic penetration testing,
employee phishing training and an employee cybersecurity awareness campaign. Among other vendor management efforts,
Federated Hermes also conducts due diligence on key service providers (or vendors) relating to cybersecurity. Federated Hermes
has established a committee to oversee Federated Hermes’ information security and data governance efforts, and updates on
cyber-events and risks are reviewed with relevant committees, as well as Federated Hermes’ and the Fund’s Boards of Directors
or Trustees (or a committee thereof), on a periodic (generally quarterly) basis (and more frequently when circumstances warrant)
as part of risk management oversight responsibilities. However, there is no guarantee that the efforts of Federated Hermes, the
Fund’s Adviser or its affiliates, or other service providers, will succeed, either entirely or partially as there are limits on Federated
Hermes’ and the Fund’s ability to prevent, detect or mitigate cyber-events. Among other reasons, the cybersecurity landscape is
constantly evolving, the nature of malicious cyber-events is becoming increasingly sophisticated and the Fund’s Adviser, and its
relevant affiliates, cannot control the cyber systems and cybersecurity systems of issuers or third-party service providers.
Investment Objective and Investment Limitations
The Fund’s investment objective is to seek current income and long-term capital appreciation alongside positive societal
impact. The investment objective may be changed by the Fund’s Board of Trustees (the
“
Board
”
) without shareholder approval.
Investment limitations
Diversification
With respect to securities comprising 75% of the value of its total assets, the Fund will not purchase securities of any one
issuer (other than cash; cash items; securities issued or guaranteed by the government of the United States or its agencies or
instrumentalities and repurchase agreements collateralized by such U.S. government securities; and securities of other investment
companies) if, as a result, more than 5% of the value of its total assets would be invested in the securities of that issuer, or the
Fund would own more than 10% of the outstanding voting securities of that issuer.
Concentration
The Fund will not make investments that will result in the concentration of its investments in the securities of issuers primarily
engaged in the same industry or group of industries. For purposes of this restriction, the term concentration has the meaning set
forth in the Investment Company Act of 1940 (
“
1940 Act
”
), any rule or order thereunder, or any SEC staff interpretation thereof.
Government securities and municipal securities will not be deemed to constitute an industry.
Underwriting
The Fund may not underwrite the securities of other issuers, except that the Fund may engage in transactions involving the
acquisition, disposition or resale of its portfolio securities, under circumstances where it may be considered to be an underwriter
under the Securities Act of 1933.
Investing in Commodities
The Fund may not purchase or sell physical commodities, provided that the Fund may purchase securities of companies that
deal in commodities. For purposes of this restriction, investments in transactions involving futures contracts and options, forward
currency contracts, swap transactions and other financial contracts that settle by payment of cash are not deemed to be
investments in commodities.
Investing in Real Estate
The Fund may not purchase or sell real estate, provided that this restriction does not prevent the Fund from investing in issuers
which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured
by real estate or interests therein. The Fund may exercise its rights under agreements relating to such securities, including the
right to enforce security interests and to hold real estate acquired by reason of such enforcement until that real estate can be
liquidated in an orderly manner.
Borrowing Money and Issuing Senior Securities
The Fund may borrow money, directly or indirectly, and issue senior securities to the maximum extent permitted under the
1940 Act, any rule or order there under, or any SEC staff interpretation thereof.
Lending
The Fund may not make loans, provided that this restriction does not prevent the Fund from purchasing debt obligations,
entering into repurchase agreements, lending its assets to broker/dealers or institutional investors and investing in loans,
including assignments and participation interests.
The above limitations cannot be changed unless authorized by the Board and by the vote of a majority of the Fund’s
outstanding voting securities, as defined by the 1940 Act, which means the lesser of (a) 67% of the shares of the Fund
present or represented by proxy at a meeting if the holders of more than 50% of the outstanding shares are present or
represented at the meeting or (b) more than 50% of the outstanding shares of the Fund. The following limitations,
however, may be changed by the Board without shareholder approval. Shareholders will be notified before any material
change in these limitations becomes effective.
Illiquid Securities
The Fund will not purchase securities for which there is no readily available market, or enter into repurchase agreements or
purchase time deposits that the Fund cannot dispose of within seven days, if immediately after and as a result, the value of such
securities would exceed, in the aggregate, 15% of the Fund’s net assets.
Purchases on Margin
The Fund will not purchase securities on margin, provided that the Fund may obtain short-term credits necessary for the
clearance of purchases and sales of securities and further provided that the Fund may make margin deposits in connection with its
use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or
derivative instruments.
Pledging Assets
The Fund will not mortgage, pledge or hypothecate any of its assets, provided that this shall not apply to the transfer of
securities in connection with any permissible borrowing or to collateral arrangements in connection with permissible activities.
Non-Fundamental Names Rule Policy
The Fund will invest its assets so that, under normal circumstances, at least 80% of its net assets (plus any borrowing for
investment purposes) are invested in fixed-income investments rated below investment-grade. The Fund will notify shareholders
at least 60 days in advance of any change in its investment policy that would enable the Fund to invest, under normal
circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in fixed-income investments rated
below investment-grade.
Additional Information
For purposes of the above limitations, the Fund considers certificates of deposit and demand and time deposits issued by a
U.S. branch of a domestic bank or savings association having capital, surplus, and undivided profits in excess of $100,000,000 at
the time of investment to be
“
cash items
”
and
“
bank instruments.
”
Except with respect to borrowing money, if a percentage
limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or
net assets will not result in a violation of such limitation.
In applying the concentration restriction: (a) utility companies will be divided according to their services (for example, gas, gas
transmission, electric and telephone will be considered a separate industry); (b) financial service companies will be classified
according to the end users of their services (for example, automobile finance, bank finance and diversified finance will each be
considered a separate industry); (c) asset-backed securities will be classified according to the underlying assets securing such
securities; (d) municipal securities shall exclude private activity municipal debt securities, which are principally backed by the
assets and revenues of the non-governmental user of the funds generated by securities issuance; and (e) the Fund will typically
consider (i.e., look through to) the concentration of an investment company in which it invests only if that investment company is
itself a concentrated portfolio.
To conform to the current view of the SEC that only domestic bank deposit instruments may be excluded from industry
concentration limitations, as a matter of non-fundamental policy, the Fund will not exclude foreign bank instruments from
industry concentration limitations so long as the policy of the SEC remains in effect. In addition, investments in bank
instruments, and investments in certain industrial development bonds funded by activities in a single industry, will be deemed to
constitute investment in an industry, except when held for temporary defensive purposes. The investment of more than 25% of
the value of the Fund’s total assets in any one industry will constitute
“
concentration.
”
For purposes of the above limitations, municipal securities are those securities issued by governments or political subdivisions
of governments.
In applying the borrowing limitation, in accordance with Section 18(f)(1) of the 1940 Act and current SEC rules and guidance,
the Fund is permitted to borrow money, directly or indirectly, provided that immediately after any such borrowing, the Fund has
asset coverage of at least 300% for all of the Fund’s borrowings and provided further that in the event that such asset coverage
shall at any time fall below 300% the Fund shall, within three business days, reduce the amount of its borrowings to an extent
that the asset coverage of such borrowings shall be at least 300%.
As a matter of non-fundamental policy, for purposes of the illiquid securities policy, illiquid securities are securities that the
Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the
sale or disposition significantly changing the market value of the investment.
What Do Shares Cost?
Determining Market Value of Securities
A Share’s net asset value (NAV) is determined as of the end of regular trading on the New York Stock Exchange (NYSE)
(normally 4:00 p.m. Eastern time) each day the NYSE is open. The Fund calculates the NAV of each class by valuing the assets
allocated to the Share’s class, subtracting the liabilities allocated to each class and dividing the balance by the number of Shares
of the class outstanding. The NAV for each class of Shares may differ due to the level of expenses allocated to each class as well
as a result of the variance between the amount of accrued investment income and capital gains or losses allocated to each class
and the amount actually distributed to shareholders of each class. The NAV is calculated to the nearest whole cent per Share.
In calculating its NAV, the Fund generally values investments as follows:
■
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.
If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, if the Fund
cannot obtain price evaluations from a pricing service or from more than one dealer for an investment within a reasonable period
of time as set forth in the Fund’s valuation policies and procedures, or if information furnished by a pricing service, in the
opinion of the Valuation Committee, is deemed not representative of the fair value of such security, the Fund will use the fair
value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund
could purchase or sell an investment at the price used to calculate the Fund’s NAV. The Fund will not use a pricing service or
dealer who is an affiliated person of the Adviser to value investments.
Noninvestment assets and liabilities are valued in accordance with U.S. Generally Accepted Accounting Principles (GAAP).
The NAV calculation includes expenses, dividend income, interest income, other income and realized and unrealized investment
gains and losses through the date of the calculation. Changes in holdings of investments and in the number of outstanding Shares
are included in the calculation not later than the first business day following such change. Any assets or liabilities denominated in
foreign currencies are converted into U.S. dollars using an exchange rate obtained from one or more currency dealers.
The Fund follows procedures that are common in the mutual fund industry regarding errors made in the calculation of its
NAV. This means that, generally, the Fund will not correct errors of less than one cent per Share or errors that did not result in
net dilution to the Fund.
Fair Valuation and Significant Events Procedures
The Board has ultimate responsibility for determining the fair value of investments for which market quotations are not readily
available. The Board has appointed a Valuation Committee comprised of officers of the Fund, the Adviser and certain of the
Adviser’s affiliated companies to assist in determining fair value and in overseeing the calculation of the NAV. The Board has
also authorized the use of pricing services recommended by the Valuation Committee to provide price evaluations of the current
fair value of certain investments for purposes of calculating the NAV.
Pricing Service Valuations.
Based on the recommendations of the Valuation Committee, the Board has authorized the Fund,
subject to Board oversight, to use pricing services that provide daily fair value evaluations of the current value of certain
investments, primarily fixed-income securities and OTC derivatives contracts. Different pricing services may provide different
price evaluations for the same security because of differences in their methods of evaluating market values. Factors considered by
pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity,
call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers and
general market conditions. A pricing service may find it more difficult to apply these and other factors to relatively illiquid or
volatile investments, which may result in less frequent or more significant changes in the price evaluations of these investments.
If a pricing service determines that it does not have sufficient information to use its standard methodology, it may evaluate an
investment based on the present value of what investors can reasonably expect to receive from the issuer’s operations
or liquidation.
Special valuation considerations may apply with respect to the Fund’s
“
odd-lot
”
positions, if any, as the Fund may receive
lower prices when it sells such positions than it would receive for sales of institutional round lot positions. Typically, these
securities are valued assuming orderly transactions of institutional round lot sizes, but the Fund may hold or, from time to time,
transact in such securities in smaller, odd lot sizes.
The Valuation Committee engages in oversight activities with respect to the Fund’s pricing services, which includes, among
other things, monitoring significant or unusual price fluctuations above predetermined tolerance levels from the prior day,
back-testing of pricing services’ prices against actual sale transactions, conducting periodic due diligence meetings and reviews,
and periodically reviewing the inputs, assumptions and methodologies used by these pricing services. If information furnished by
a pricing service is not readily available or, in the opinion of the Valuation Committee, is deemed not representative of the fair
value of such security, the security will be fair valued by the Valuation Committee in accordance with procedures established by
the Trustees as discussed below in
“
Fair Valuation Procedures.
”
Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a
“
bid
”
evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid
and asked for the investment (a
“
mid
”
evaluation). The Fund normally uses bid evaluations for any U.S. Treasury and Agency
securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for any other types of
fixed-income securities and any OTC derivative contracts.
Fair Valuation Procedures.
The Board has established procedures for determining the fair value of investments for which
price evaluations from pricing services or dealers and market quotations are not readily available. The procedures define an
investment’s
“
fair value
”
as the price that the Fund might reasonably expect to receive upon its current sale. The procedures
assume that any sale would be made to a willing buyer in the ordinary course of trading. The procedures require consideration of
factors that vary based on the type of investment and the information available. Factors that may be considered in determining an
investment’s fair value include: (1) the last reported price at which the investment was traded; (2) information provided by
dealers or investment analysts regarding the investment or the issuer; (3) changes in financial conditions and business prospects
disclosed in the issuer’s financial statements and other reports; (4) publicly announced transactions (such as tender offers and
mergers) involving the issuer; (5) comparisons to other investments or to financial indices that are correlated to the investment;
(6) with respect to fixed-income investments, changes in market yields and spreads; (7) with respect to investments that have
been suspended from trading, the circumstances leading to the suspension; and (8) other factors that might affect the
investment’s value.
The Valuation Committee is responsible for the day-to-day implementation of these procedures subject to Board oversight.
The Valuation Committee may also authorize the use of a financial valuation model to determine the fair value of a specific type
of investment. The Board periodically reviews and approves the fair valuations made by the Valuation Committee and any
changes made to the procedures.
Using fair value to price investments may result in a value that is different from an investment’s most recent closing price and
from the prices used by other mutual funds to calculate their NAVs. The application of the fair value procedures to an investment
represent a good faith determination of an investment’s fair value. There can be no assurance that the Fund could obtain the fair
value assigned to an investment if it sold the investment at approximately the time at which the Fund determines its NAV per
share, and the actual value could be materially different.
Significant Events.
The Board has adopted procedures requiring an investment to be priced at its fair value whenever the
Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the
price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered
significant if there is both an affirmative expectation that the investment’s value will change in response to the event and a
reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of
the principal market on which a security is traded, or the time of a price evaluation provided by a pricing service or a
dealer, include:
■
With respect to securities traded principally in foreign markets, significant trends in U.S. equity markets or in the trading of
foreign securities index futures contracts;
■
Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities
are traded; and
■
Announcements concerning matters such as acquisitions, recapitalizations or litigation developments, or a natural disaster
affecting the issuer’s operations or regulatory changes or market developments affecting the issuer’s industry.
The Board has adopted procedures whereby the Valuation Committee uses a pricing service to provide factors to update the
fair value of equity securities traded principally in foreign markets from the time of the close of their respective foreign stock
exchanges to the pricing time of the Fund. The pricing service uses models that correlate changes between the closing and
opening price of equity securities traded primarily in non-U.S. markets to changes in prices in U.S.-traded securities and
derivative contracts. The pricing service seeks to employ the model that provides the most significant correlation based on a
periodic review of the results. The model uses the correlation to adjust the reported closing price of a foreign equity security
based on information available up to the close of the NYSE.
For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing
sources. If a reliable alternative pricing source is not available, the fair value of the investment is determined using the methods
discussed above in
“
Fair Valuation Procedures.
”
The Board has ultimate responsibility for any fair valuations made in response
to a significant event.
How is the Fund Sold?
Under the Distributor’s Contract with the Fund, the Distributor (
“
Federated Securities Corp.
”
) offers Shares on a continuous,
best-efforts basis.
Rule 12b-1 Plan (A & C CLASSES)
As a compensation-type plan, the Rule 12b-1 Plan is designed to pay the Distributor for activities principally intended to result
in the sale of Shares such as advertising and marketing of Shares (including printing and distributing prospectuses and sales
literature to prospective shareholders and financial intermediaries) and providing incentives to financial intermediaries to sell
Shares. The Plan is also designed to cover the cost of administrative services performed in conjunction with the sale of Shares,
including, but not limited to, shareholder services, recordkeeping services and educational services, as well as the costs of
implementing and operating the Plan. The Rule 12b-1 Plan allows the Distributor to contract with financial intermediaries to
perform activities covered by the Plan. The Rule 12b-1 Plan is expected to benefit the Fund in a number of ways. For example, it
is anticipated that the Plan will help the Fund attract and retain assets, thus providing cash for orderly portfolio management and
Share redemptions and possibly helping to stabilize or reduce other operating expenses.
In addition, the Plan is integral to the multiple class structure of the Fund, which promotes the sale of Shares by providing a
range of options to investors. The Fund’s service providers that receive asset-based fees also benefit from stable or increasing
Fund assets.
The Fund may compensate the Distributor more or less than its actual marketing expenses. In no event will the Fund pay for
any expenses of the Distributor that exceed the maximum Rule 12b-1 Plan fee.
The maximum Rule 12b-1 Plan fee that can be paid in any one year may not be sufficient to cover the marketing-related
expenses the Distributor has incurred. Therefore, it may take the Distributor a number of years to recoup these expenses.
Regarding the Fund’s A class, the A class of the Fund currently does not accrue, pay or incur any Rule 12b-1 Plan fee,
although the Board of Trustees has adopted a Plan that permits the A class of the Fund to accrue, pay and incur a Rule 12b-1 Plan
fee of up to a maximum amount of 0.05%, or some lesser amount as the Board of Trustees shall approve from time to time. The
A class of the Fund will not accrue, pay or incur such Rule 12b-1 Plan fees until such time as approved by the Fund’s Board
of Trustees.
Additional Payments To Financial Intermediaries
A & C Classes Only
The Distributor may pay out of its own resources amounts to certain financial intermediaries, including broker-dealers, banks,
registered investment advisers, independent financial planners and retirement plan administrators. In some cases, such payments
may be made by, or funded from the resources of, companies affiliated with the Distributor (including the Adviser). While
Financial Industry Regulatory Authority, Inc. (FINRA) regulations limit the sales charges that you may bear, there are no limits
with regard to the amounts that the Distributor may pay out of its own resources. In addition to the payments which are generally
described herein and in the Prospectus, the financial intermediary also may receive payments under the Rule 12b-1 Plan and/or
Service Fees. In connection with these payments, the financial intermediary may elevate the prominence or profile of the Fund
and/or other Federated Hermes funds within the financial intermediary’s organization by, for example, placement on a list of
preferred or recommended funds and/or granting the Distributor preferential or enhanced opportunities to promote the funds in
various ways within the financial intermediary’s organization. The same financial intermediaries may receive payments under
more than one or all categories. These payments assist in the Distributor’s efforts to support the sale of Shares. These payments
are negotiated and may be based on such factors as: the number or value of Shares that the financial intermediary sells or may
sell; the value of client assets invested; the level and types of services or support furnished by the financial intermediary; or the
Fund’s and/or other Federated Hermes funds’ relationship with the financial intermediary. Not all financial intermediaries receive
such payments and the amount of compensation may vary by intermediary. You should ask your financial intermediary for
information about any payments it receives from the Distributor or the Federated Hermes funds and any services it provides, as
well as the fees and/or commissions it charges.
The categories of additional payments are described below.
Supplemental Payments
The Distributor may make supplemental payments to certain financial intermediaries that are holders or dealers of record for
accounts in one or more of the Federated Hermes funds. These payments may be based on such factors as: the number or value of
Shares the financial intermediary sells or may sell; the value of client assets invested; or the type and nature of services or
support furnished by the financial intermediary.
Processing Support Payments
The Distributor may make payments to certain financial intermediaries that sell Federated Hermes fund shares to help offset
their costs associated with client account maintenance support, statement processing and transaction processing. The types of
payments that the Distributor may make under this category include: payment of ticket charges on a per-transaction basis;
payment of networking fees; and payment for ancillary services such as setting up funds on the financial intermediary’s mutual
fund trading system.
Retirement Plan Program Servicing Payments
The Distributor may make payments to certain financial intermediaries who sell Federated Hermes fund shares through
retirement plan programs. A financial intermediary may perform retirement plan program services itself or may arrange with a
third party to perform retirement plan program services. In addition to participant recordkeeping, reporting or transaction
processing, retirement plan program services may include: services rendered to a plan in connection with fund/investment
selection and monitoring; employee enrollment and education; plan balance rollover or separation; or other similar services.
Marketing Support Payments
From time to time, the Distributor, at its expense, may provide additional compensation to financial intermediaries that sell or
arrange for the sale of Shares. Such compensation, provided by the Distributor, may include financial assistance to financial
intermediaries that enable the Distributor to participate in or present at conferences or seminars, sales or training programs for
invited registered representatives and other employees, client entertainment, client and investor events and other financial
intermediary-sponsored events. The Distributor may also provide additional compensation to financial intermediaries for services
rendered in connection with technology and programming set-up, platform development and maintenance or similar services and
for the provision of sales-related data to the Adviser and/orits affiliates.
The Distributor also may hold or sponsor, at its expense, sales events, conferences and programs for employees or associated
persons of financial intermediaries and may pay the travel and lodging expenses of attendees. The Distributor also may provide,
at its expense, meals and entertainment in conjunction with meetings with financial intermediaries. Other compensation may be
offered to the extent not prohibited by applicable federal or state law or regulations, or the rules of any self-regulatory agency,
such as FINRA. These payments may vary depending on the nature of the event or the relationship.
For the year ended December 31, 2019, the following is a list of FINRA member firms that received additional payments from
the Distributor or an affiliate. Additional payments may also be made to certain other financial intermediaries that are not FINRA
member firms that sell Federated Hermes fund shares or provide services to the Federated Hermes funds and shareholders. These
firms are not included in this list. Any additions, modifications or deletions to the member firms identified in this list that have
occurred since December 31,2019, are not reflected. You should ask your financial intermediary for information about any
additional payments it receives from the Distributor.
Access Point, LLC
ADP Broker-Dealer, Inc.
American Enterprise Investment Services Inc.
American Portfolios Advisors Inc.
Ascensus Broker Dealer Services LLC
Avantax Investment Services, Inc.
Banc of America Investment Services, Inc.
BB&T Securities, LLC
BBVA Securities Inc.
BMO Harris Financial Advisors, Inc.
Broadridge Business Process Outsourcing, LLC
Brown Brothers Harriman & Company
Cadaret, Grant & Co., Inc.
Caitlin John, LLC
Calton & Associates, Inc.
Cambridge Financial Group, Inc.
Castle Rock Wealth Management, LLC
CBIZ Financial Solutions, Inc.
Cetera Advisor Networks LLC
Cetera Advisors LLC
Cetera Financial Specialists LLC
Cetera Investment Advisers LLC
Cetera Investment Services LLC
Charles Schwab & Company, Inc.
Citigroup Global Markets Inc.
Citizens Securities, Inc.
Comerica Securities, Inc.
Commonwealth Financial Network
Concord Wealth Partners
CVAGS, Inc.
D.A. Davidson & Co.
Davenport & Company LLC
David Lerner Associates, Inc.
Deutsche Bank Securities Inc.
E*Trade Securities LLC
Edward D. Jones & Co., LP
Emerald Advisors, LLC
Envestnet Asset Management, Inc.
Epic Advisors Inc.
ESL Investment Services, LLC
FBL Marketing Services, LLC
Fidelity Investments Institutional Operations
Company, Inc. (FIIOC)
Fiducia Group, LLC
Fieldpoint Private Securities, LLC
Fifth Third Securities, Inc.
FIS Brokerage & Securities Services LLC
Folger Nolan Fleming Douglas Incorporated
Franklin/Templeton Distributors, Inc.
FSC Securities Corporation
Gitterman Wealth Management LLC
Goldman Sachs & Co. LLC
Great-West Life & Annuity Insurance Company
GWFS Equities, Inc.
Hancock Whitney Investment Services, Inc.
Hefren-Tillotson Inc.
Henderson Global Investors Limited
HighTower Securities, LLC
Hilltop Securities Inc.
The Huntington Investment Company
Independent Financial Group, LLC
Industrial and Commercial Bank of China
Financial Services LLC
Infinex Investments, Inc.
Institutional Cash Distributors, LLC
INTL FCStone Financial Inc.
J.J.B. Hilliard, W.L. Lyons, LLC
J.P. Morgan Securities LLC
Janney Montgomery Scott LLC
Kestra Investment Services, LLC
Key Investment Services, LLC
KeyBanc Capital Markets, Inc.
KMS Financial Services, Inc.
Laidlaw Wealth Management LLC
Lincoln Financial Securities Corporation
Lincoln Investment Planning, LLC
LPL Financial LLC
M Holdings Securities, Inc.
M&T Securities Inc.
Materetsky Financial Group
Mercer Global Advisors Inc.
Merrill Lynch, Pierce, Fenner and Smith Incorporated
Mid Atlantic Capital Corp.
MML Investors Services, LLC
Morgan Stanley Smith Barney LLC
National Financial Services LLC
Nationwide Investment Services Corporation
NBC Securities, Inc.
Newport Group, Inc.
Northwestern Mutual Investment Services, LLC
NYLIFE Distributors LLC
NYLIFE Securities LLC
Oneamerica Securities, Inc.
Open Range Financial Group, LLC
Oppenheimer & Company, Inc.
Paychex Securities Corp
Pensionmark Financial Group, LLC
People’s Securities, Inc.
Pershing LLC
Piper Jaffray & Co.
Pitcairn Trust Company
Planmember Securities Corporation
PNC Capital Markets, LLC
PNC Investments LLC
Principal Securities, Inc.
Private Client Services, LLC
Procyon Private Wealth Partners, LLC
Proequities, Inc.
Prudential Investment Management Services, LLC
Purshe Kaplan Sterling Investments
Raymond James & Associates, Inc.
Raymond James Financial Services, Inc.
RBC Capital Markets, LLC
Regal Investment Advisors LLC
Resources Investment Advisors, Inc.
Robert W. Baird & Co. Inc.
Royal Alliance Associates Inc.
SA Stone Wealth Management Inc.
SagePoint Financial, Inc.
Sageview Advisory Group, LLC
Securian Financial Services, Inc.
Securities America, Inc.
Securities Service Network, Inc.
Security Distributors LLC
Sentry Advisors, LLC
Sigma Financial Corporation
Spire Securities LLC
State Street Global Markets, LLC
Stephens Inc.
Stifel, Nicolaus & Company, Incorporated
Strategic Benefits Consultants, Inc.
Summit Financial Group, Inc.
Suntrust Investment Services, Inc.
Suntrust Robinson Humphrey, Inc.
TD Ameritrade, Inc.
Thrivent Investment Management, Inc.
TIAA CREF Individual & Institutional Services LLC
Towerpoint Wealth, LLC
Transamerica Financial Advisors, Inc.
Triad Advisors, LLC
U.S. Bancorp Investments, Inc.
UBS Financial Services Inc.
UBS Securities LLC
United Planners Financial Services of America
Valic Financial Advisors, Inc.
Valor Financial Securities LLC
The Vanguard Group, Inc.
Vanguard Marketing Corporation
Vining-Sparks IBG, Limited Partnership
Vision Financial Markets, LLC
Voya Financial Advisors, Inc.
Voya Financial Partners, LLC
Voya Retirement Advisors, LLC
The Wealth Enhancement Group, Inc.
Wells Fargo Clearing Services LLC
Wells Fargo Securities, LLC
Wintrust Investments, LLC
Woloshin Investment Management LLC
Woodbury Financial Services, Inc.
World Equity Group, Inc.
XML Financial, LLC
Purchases In-Kind
You may contact the Distributor to request a purchase of Shares using securities you own. The Fund reserves the right to
determine whether to accept your securities and the minimum market value to accept. The Fund will value your securities in the
same manner as it values its assets. An in-kind purchase may be treated as a sale of your securities for federal tax purposes;
please consult your tax adviser regarding potential tax liability.
Redemption In-Kind
Although the Fund generally intends to pay Share redemptions in cash, it reserves the right, on its own initiative or in response
to a shareholder request, to pay the redemption price in whole or in part by a distribution of the Fund’s portfolio securities.
Because the Fund has elected to be governed by Rule 18f-1 under the 1940 Act, the Fund is obligated to pay Share
redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1% of the net assets represented by such
Share class during any 90-day period.
Any Share redemption payment greater than this amount will also be in cash unless the Fund elects to pay all or a portion of
the remainder of the redemption in portfolio securities, valued in the same way as the Fund determines its NAV.
Redemption in-kind is not as liquid as a cash redemption. Shareholders receiving the portfolio securities could have difficulty
selling them, may incur related transaction costs and would be subject to risks of fluctuations in the securities’ values prior
to sale.
Delaware Statutory Trust Law
The Fund is an organization of the type commonly known as a
“
Delaware statutory trust.
”
The Fund’s Declaration of Trust
provides that the Trustees and officers of the Fund, in their capacity as such, will not be personally liable for errors of judgment
or mistakes of fact or law; but nothing in the Declaration of Trust protects a Trustee against any liability to the Fund or its
shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office. Voting rights are not cumulative, which means that the holders of
more than 50% of the Shares voting for the election of Trustees can elect 100% of the Trustees and, in such event, the holders of
the remaining less than 50% of the Shares voting on the matter will not be able to elect any Trustees.
In the unlikely event a shareholder is held personally liable for the Trust’s obligations, the Trust is required by the Declaration
of Trust to use its property to protect or compensate the shareholder. On request, the Trust will defend any claim made and pay
any judgment against a shareholder for any act or obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder will occur only if the Trust itself cannot meet its obligations to indemnify shareholders and pay judgments
against them.
Account and Share Information
Voting Rights
Each Share of the Fund gives the shareholder one vote in Trustee elections and other matters submitted to shareholders
for vote.
All Shares of the Trust have equal voting rights, except that in matters affecting only a particular Fund or class, only shares of
that Fund or class are entitled to vote.
Trustees may be removed by the Board or by shareholders at a special meeting. A special meeting of shareholders will be
called by the Board upon the written request of shareholders who own at least 10% of the Trust’s outstanding Shares of all series
entitled to vote.
As of October 7, 2020, the following shareholders owned of record, beneficially, or both, 5% or more of outstanding
Institutional Shares: Hermes Fund Managers Limited, London, United Kingdom, owned approximately 200,000 Shares (6.21%);
UBS WM USA, Weehawken, NJ, owned approximately 1,118,027 Shares (34.75%); FII Holdings, Inc., Pittsburgh, PA, owned
approximately 1,853,609 Shares (57.62%).
Shareholders owning 25% or more of outstanding Shares may be in control and be able to affect the outcome of certain matters
presented for a vote of shareholders.
FII Holdings, Inc. is organized in the state of Delaware and is a subsidiary of Federated Hermes, Inc., organized in the
Commonwealth of Pennsylvania.
UBS Americas Inc. is organized in the state of Delaware.
Tax Information
Federal Income Tax
The Fund intends to meet requirements of Subchapter M of the Internal Revenue Code (the
“
Code
”
) applicable to regulated
investment companies. If these requirements are not met, it will not receive special tax treatment and will be subject to federal
corporate income tax.
The Fund will be treated as a single, separate entity for federal income tax purposes so that income earned and capital gains
and losses realized by the Trust’s other portfolios will be separate from those realized by the Fund.
Tax Basis Information
The Fund’s Transfer Agent is required to provide you with the cost basis information on the sale of any of your Shares in the
Fund, subject to certain exceptions.
Foreign Investments
If the Fund purchases foreign securities, its investment income may be subject to foreign withholding or other taxes that could
reduce the return on these securities. Tax treaties between the United States and foreign countries, however, may reduce or
eliminate the amount of foreign taxes to which the Fund would be subject. The effective rate of foreign tax cannot be predicted
since the amount of Fund assets to be invested within various countries is uncertain. However, the Fund intends to operate so as
to qualify for treaty-reduced tax rates when applicable.
Distributions from the Fund may be based on estimates of book income for the year. Book income generally consists solely of
the income generated by the securities in the portfolio, whereas tax-basis income includes, in addition, gains or losses attributable
to currency fluctuation. Due to differences in the book and tax treatment of fixed-income securities denominated in foreign
currencies, it is difficult to project currency effects on an interim basis. Therefore, to the extent that currency fluctuations cannot
be anticipated, a portion of distributions to shareholders could later be designated as a return of capital, rather than income, for
income tax purposes, which may be of particular concern to certain trusts.
Certain foreign corporations may qualify as Passive Foreign Investment Companies (PFIC). There are special rules prescribing
the tax treatment of such an investment by the Fund, which could subject the Fund to federal income tax.
If more than 50% of the value of the Fund’s assets at the end of the tax year is represented by stock or securities of foreign
corporations, the Fund will qualify for certain Code provisions that allow its shareholders to claim a foreign tax credit or
deduction on their U.S. income tax returns. The Code may limit a shareholder’s ability to claim a foreign tax credit. Shareholders
who elect to deduct their portion of the Fund’s foreign taxes rather than take the foreign tax credit must itemize deductions on
their income tax returns.
Who Manages and Provides Services to the Fund?
Board of Trustees
The Board of Trustees is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except
those reserved for the shareholders. The following tables give information about each Trustee and the senior officers of the Fund.
Where required, the tables separately list Trustees who are
“
interested persons
”
of the Fund (i.e.,
“
Interested
”
Trustees) and those
who are not (i.e.,
“
Independent
”
Trustees). Unless otherwise noted, the address of each person listed is 1001 Liberty Avenue,
Pittsburgh, PA 15222-3779. The address of all Independent Trustees listed is 4000 Ericsson Drive, Warrendale, PA 15086-7561;
Attention: Mutual Fund Board. As of December 31, 2019, the Trust comprised 11 portfolios, and the Federated Hermes Complex
consisted of 41 investment companies (comprising 135 portfolios). Unless otherwise noted, each Officer is elected annually.
Unless otherwise noted, each Trustee oversees all portfolios in the Federated Hermes Complex and serves for an indefinite term.
As of October 7, 2020, the Fund’s Board and Officers as a group owned less than 1% of each class of the Fund’s
outstanding Shares.
qualifications of Independent Trustees
Individual Trustee qualifications are noted in the
“
Independent Trustees Background and Compensation
”
chart. In addition,
the following characteristics are among those that were considered for each existing Trustee and will be considered for any
Nominee Trustee.
■
Outstanding skills in disciplines deemed by the Independent Trustees to be particularly relevant to the role of Independent
Trustee and to the Federated 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.
Interested Trustees Background and Compensation
Name
Birth Date
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)
|
Aggregate
Compensation
From Fund
(past fiscal year)
|
Total Compensation
From 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.
Previous Positions:
President, Federated Investment Counseling; President
and Chief Executive Officer, Federated Investment Management Company,
Federated Global Investment Management Corp. and Passport
Research, Ltd.; Chairman, Passport Research, Ltd.
|
|
|
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.
Previous Positions:
President and Director of the Institutional Sales
Division of Federated Securities Corp.; President and Director of Federated
Investment Counseling; President and CEO of Passport Research, Ltd.;
Director, Edgewood Securities Corp.; Director, Federated Services
Company; Director, Federated Hermes, Inc.; Chairman and Director,
Southpointe Distribution Services, Inc. and President, Technology,
Federated Services Company.
|
|
|
*
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.
Independent Trustees Background, Qualifications and Compensation
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 Fund 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).
Other Directorships Held:
Chairman of the Board of Directors, Director,
and Chairman of the Compensation Committee, KLX Energy Services
Holdings, Inc. (oilfield services); former Director of KLX Corp (aerospace).
Qualifications:
Mr. Collins has served in several business and financial
management roles and directorship positions throughout his career.
Mr. Collins previously served as Chairman and CEO of The Collins Group,
Inc. (a private equity firm) and as a Director of KLX Corp. Mr. Collins serves
as Chairman Emeriti, Bentley University. Mr. Collins previously served as
Director and Audit Committee Member, Bank of America Corp.; Director,
FleetBoston Financial Corp.; and Director, Beth Israel Deaconess Medical
Center (Harvard University Affiliate Hospital).
|
|
|
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).
Other Directorships Held:
Director, Chair of the Audit Committee,
Equifax, Inc.; Director, Member of the Audit Committee, Haverty Furniture
Companies, Inc.; formerly, Director, Member of Governance and
Compensation Committees, Publix Super Markets, Inc.
Qualifications:
Mr. Hough has served in accounting, business management
and directorship positions throughout his career. Mr. Hough most recently
held the position of Americas Vice Chair of Assurance with Ernst &
Young LLP (public accounting firm). Mr. Hough serves on the President’s
Cabinet and Business School Board of Visitors for the University of
Alabama. Mr. Hough previously served on the Business School Board of
Visitors for Wake Forest University, and he previously served as an
Executive Committee member of the United States Golf Association.
|
|
|
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 Fund 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.
Other Directorships Held:
Director, CNX Resources Corporation (formerly
known as CONSOL Energy Inc.).
Qualifications:
Judge Lally-Green has served in various legal and business
roles and directorship positions throughout her career. Judge Lally-Green
previously held the position of Dean of the School of Law of Duquesne
University (as well as Interim Dean). Judge Lally-Green previously served as
a member of the Superior Court of Pennsylvania and as a Professor of Law,
Duquesne University School of Law. Judge Lally-Green was appointed by
the Supreme Court of Pennsylvania to serve on the Supreme Court’s Board
of Continuing Judicial Education and the Supreme Court’s Appellate Court
Procedural Rules Committee. Judge Lally-Green also currently holds the
positions on not for profit or for profit boards of directors as follows:
Director and Chair, UPMC Mercy Hospital; Director and Vice Chair, Our
Campaign for the Church Alive!, Inc.; Regent, Saint Vincent Seminary;
Member, Pennsylvania State Board of Education (public); Director, Catholic
Charities, Pittsburgh; and Director CNX Resources Corporation (formerly
known as CONSOL Energy Inc.). Judge Lally-Green has held the positions
of: Director, Auberle; Director, Epilepsy Foundation of Western and Central
Pennsylvania; Director, Ireland Institute of Pittsburgh; Director, Saint
Thomas More Society; Director and Chair, Catholic High Schools of the
Diocese of Pittsburgh, Inc.; Director, Pennsylvania Bar Institute; Director,
Saint Vincent College; and Director and Chair, North Catholic
High School, Inc.
|
|
|
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.
Other Directorships Held:
None.
Qualifications:
Mr. Mansfield has served as a Marine Corps officer and in
several banking, business management, educational roles and directorship
positions throughout his long career. He remains active as a
Management Consultant and Author.
|
|
|
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).
Other Directorships Held:
None.
Qualifications:
Mr. O’Neill has served in several business, mutual fund and
financial management roles and directorship positions throughout his
career. Mr. O’Neill serves as Director, Medicines for Humanity and Director,
The Golisano Children’s Museum of Naples, Florida. Mr. O’Neill previously
served as Chief Executive Officer and President, Managing Director and
Chief Investment Officer, Fleet Investment Advisors; President and Chief
Executive Officer, Aeltus Investment Management, Inc.; General Partner,
Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer,
The Putnam Companies, Boston, MA; Credit Analyst and Lending Officer,
Fleet Bank; Director and Consultant, EZE Castle Software (investment order
management software); and Director, Midway Pacific (lumber).
|
|
|
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 Fund 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.).
Other Directorships Held:
None.
Qualifications:
Mr. Richey has served in several business and legal
management roles and directorship positions throughout his career.
Mr. Richey most recently held the positions of Senior Vice Chancellor and
Chief Legal Officer, University of Pittsburgh. Mr. Richey previously served as
Chairman of the Board, Epilepsy Foundation of Western Pennsylvania and
Chairman of the Board, World Affairs Council of Pittsburgh. Mr. Richey
previously served as Chief Legal Officer and Executive Vice President, CNX
Resources Corporation (formerly known as CONSOL Energy Inc.) and Board
Member, Ethics Counsel and Shareholder, Buchanan Ingersoll & Rooney PC
(a law firm).
|
|
|
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.
Other Directorships Held:
None.
Qualifications:
Mr. Walsh has served in several business management roles
and directorship positions throughout his career. Mr. Walsh previously
served as Vice President, Walsh & Kelly, Inc. (paving contractors).
|
|
|
OFFICERS*
Name
Birth Date
Address
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) and Previous Position(s)
|
Lori A. Hensler
Birth Date: January 6, 1967
Treasurer
Officer since: May 2017
|
Principal Occupations:
Principal Financial Officer and Treasurer of the Federated Hermes Complex; Senior Vice President,
Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp.; and Assistant Treasurer,
Federated Investors Trust Company. Ms. Hensler has received the Certified Public Accountant designation.
Previous Positions:
Controller of Federated Hermes, Inc.; Senior Vice President and Assistant Treasurer, Federated Investors
Management Company; Treasurer, Federated Investors Trust Company; Assistant Treasurer, Federated Administrative Services,
Federated Administrative Services, Inc., Federated Securities Corp., Edgewood Services, Inc., Federated Advisory Services
Company, Federated Equity Management Company of Pennsylvania, Federated Global Investment Management Corp.,
Federated Investment Counseling, Federated Investment Management Company, Passport Research, Ltd. and Federated MDTA,
LLC; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution
Services, Inc.
|
Peter J. Germain
Birth Date: September 3, 1959
CHIEF LEGAL OFFICER,
SECRETARY and EXECUTIVE
VICE PRESIDENT
Officer since: 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, Inc. in 1984 and is a
member of the Pennsylvania Bar Association.
Previous Positions:
Deputy General Counsel, Special Counsel, Managing Director of Mutual Fund Services, Federated Hermes,
Inc.; Senior Vice President, Federated Services Company; and Senior Corporate Counsel, Federated Hermes, Inc.
|
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.
Previous Positions:
Mr. Van Meter previously held the position of Compliance Operating Officer, Federated Hermes, Inc. Prior to
joining Federated Hermes, Inc., Mr. Van Meter served at the United States Securities and Exchange Commission in the positions
of Senior Counsel, Office of Chief Counsel, Division of Investment Management and Senior Counsel, Division of Enforcement.
|
Stephen F. Auth
Birth Date: September 13, 1956
101 Park Avenue
41
st
Floor
New York, NY 10178
CHIEF INVESTMENT OFFICER
Officer since: May 2017
|
Principal Occupations:
Stephen F. Auth is Chief Investment Officer of various Funds in the Federated Hermes Complex;
Executive Vice President, Federated Investment Counseling, Federated Global Investment Management Corp. and Federated
Equity Management Company of Pennsylvania.
Previous Positions:
Executive Vice President, Federated Investment Management Company and Passport Research, Ltd.
(investment advisory subsidiary of Federated); Senior Vice President, Global Portfolio Management Services Division; Senior Vice
President, Federated Investment Management Company and Passport Research, Ltd.; Senior Managing Director and Portfolio
Manager, Prudential Investments.
|
*
Officers do not receive any compensation from the Fund.
In addition, the Fund has appointed an Anti-Money Laundering Compliance Officer.
DIRECTOR/TRUSTEE EMERITUS PROGRAM
The Board has created a position of Director/Trustee Emeritus, whereby an incumbent Director/Trustee who has attained the
age of 75 and completed a minimum of five years of service as a director/trustee, may, in the sole discretion of the Committee of
Independent Directors/Trustees (
“
Committee
”
), be recommended to the full Board of Directors/Trustees of the Fund to serve as
Director/Trustee Emeritus.
A Director/Trustee Emeritus that has been approved as such receives an annual fee in an amount equal to a percent of the
annual base compensation paid to a Director/Trustee. In the case of a Director/Trustee Emeritus who had previously served at
least five years but less than 10 years as a Director/Trustee, the percent will be 10%. In the case of a Director/Trustee Emeritus
who had previously served at least 10 years as a Director/Trustee, the percent will be 20%. The Director/Trustee Emeritus will be
reimbursed for any expenses incurred in connection with their service, including expenses of travel and lodging incurred in
attendance at Board meetings. Director/Trustee Emeritus will continue to receive relevant materials concerning the Funds, will be
expected to attend at least one regularly scheduled quarterly meeting of the Board of Directors/Trustees each year and will be
available to consult with the Committees or its representatives at reasonable times as requested by the Chairman; however, a
Director/Trustee Emeritus does not have any voting rights at Board meetings and is not subject to election by shareholders of
the Funds.
The Director/Trustee Emeritus will be permitted to serve in such capacity at the pleasure of the Committee, but the annual fee
will cease to be paid at the end of the calendar year during which he or she has attained the age of 80 years, thereafter the position
will be honorary.
The following table shows the fees paid to each Director/Trustee Emeritus for the Fund’s most recently ended fiscal year and
the portion of that fee paid by the Fund or Trust.
1
EMERITUS Trustees and Compensation
Director/Trustee Emeritus
|
Compensation
From Fund
(past fiscal year)
|
Total
Compensation
Paid to
Director/Trustee
Emeritus
1
|
|
|
|
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 LEADERSHIP STRUCTURE
As required under the terms of certain regulatory settlements, the Chairman of the Board is not an interested person of the
Fund and neither the Chairman, nor any firm with which the Chairman is affiliated, has a prior relationship with Federated
Hermes or its affiliates or (other than his position as a Trustee) with the Fund.
Committees of the Board
|
|
|
Meetings Held
During Last
Fiscal Year
|
|
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.
|
|
|
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.
|
|
|
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.
|
|
BOARD’S ROLE IN RISK OVERSIGHT
The Board’s role in overseeing the Fund’s general risks includes receiving performance reports for the Fund and risk
management reports from Federated Hermes’ Chief Risk Officer at each regular Board meeting. The Chief Risk Officer is
responsible for enterprise risk management at Federated Hermes, which includes risk management committees for investment
management and for investor services. The Board also receives regular reports from the Fund’s Chief Compliance Officer
regarding significant compliance risks.
On behalf of the Board, the Audit Committee plays a key role overseeing the Fund’s financial reporting and valuation risks.
The Audit Committee meets regularly with the Fund’s Principal Financial Officer and outside auditors, as well as with Federated
Hermes’ Chief Audit Executive to discuss financial reporting and audit issues, including risks relating to financial controls.
Board Ownership Of Shares In The Fund And In The Federated Hermes Family Of Investment Companies
As Of December 31, 2019
Interested Board
Member Name
|
Dollar Range of
Shares Owned in
Federated Hermes SDG
Engagement High Yield
Credit Fund
|
Aggregate
Dollar Range of
Shares Owned in
Federated Hermes Family of
Investment Companies
|
|
|
|
|
|
|
Independent Board
Member Name
|
|
|
|
|
|
|
|
|
|
|
|
Charles F. Mansfield, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
Investment Adviser AND SUB-ADVISER
Federated Investment Management Company, as the investment adviser, is responsible for the supervision of the sub-adviser’s
services to the Fund and, subject to general oversight of the Board, manages and supervises the investment operations and
business affairs of the Fund. Hermes, as the sub-adviser, conducts investment research and makes investment decisions for the
Fund, subject to the supervision of Federated Investment Management Company.
Federated Investment Management Company is a wholly owned subsidiary of Federated Hermes. Hermes is a majority owned
subsidiary of Federated Hermes.
Neither Federated Investment Management Company nor Hermes shall be liable to the Fund or any Fund shareholder for any
losses that may be sustained in the purchase, holding, or sale of any security or for anything done or omitted by it, except acts or
omissions involving willful misfeasance, bad faith, gross negligence or reckless disregard of the duties imposed upon it by its
contract with the Fund.
In December 2017, Federated Investors, Inc. now Federated Hermes, Inc., became a signatory to the Principles for Responsible
Investment (PRI). The PRI is an investor initiative in partnership with the United Nations Environment Programme Finance
Initiative and the United Nations Global Compact. Commitments made as a signatory to the PRI are not legally binding, but are
voluntary and aspirational. They include efforts, where consistent with our fiduciary responsibilities, to incorporate
environmental, social and corporate governance (ESG) issues into investment analysis and investment decision making, to be
active owners and incorporate ESG issues into our ownership policies and practices, to seek appropriate disclosure on ESG issues
by the entities in which we invest, to promote acceptance and implementation of the PRI within the investment industry, to
enhance our effectiveness in implementing the PRI, and to report on our activities and progress towards implementing the PRI.
Being a signatory to the PRI does not obligate Federated Hermes to take, or not take, any particular action as it relates to
investment decisions or other activities.
In July, 2018, Federated Investors, Inc., now Federated Hermes, Inc., acquired a 60% interest in Hermes Fund Managers
Limited (Hermes), and, upon the exercise in the future of certain put/call rights under a Put/Call Option Deed between Federated
Hermes and another shareholder of Hermes, Federated Hermes anticipates holding an 89.5% interest in Hermes. Hermes operates
as Hermes Investment Management, a pioneer of integrated ESG investing. Hermes’ experience with ESG issues contributes to
Federated Hermes’ understanding of material risks and opportunities these issues may present.
EOS at Federated Hermes, which was established as Hermes Equity Ownership Services Limited (EOS) in 2004 as an affiliate
of Hermes Investment Management Limited, is our in-house engagement and stewardship team. The 40+ member team conducts
long-term, objectives-driven dialogue with board and senior executive level representatives of more than 1,000 issuers. It seeks to
address the most material ESG risks and opportunities through constructive and continuous discussions with the goal of
improving long term results for investors. Engagers’ deep understanding across sectors, themes and regional markets, along with
language and cultural expertise, allows EOS to provide insights to companies on the merits of addressing ESG risks and the
positive benefits of capturing opportunities. Federated Hermes investment management teams have access to the insights gained
from understanding a company’s approach to these long term strategic matters as an additional input to improve portfolio risk/return
characteristics.
Portfolio Manager Information
As a general matter, certain conflicts of interest may arise in connection with a portfolio manager’s management of a fund’s
investments, on the one hand, and the investments of other funds/pooled investment vehicles or accounts (collectively, including
the Fund, as applicable,
“
accounts
”
) for which the portfolio manager is responsible, on the other. For example, it is possible that
the various accounts managed could have different investment strategies that, at times, might conflict with one another to the
possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more
than one account, possible conflicts could arise in determining how to allocate them.
Hermes Investment Management Limited and its affiliates (
“
Hermes Advisory Companies
”
) are not wholly-owned
subsidiaries of Federated Hermes, Inc., unlike Federated Investment Management Company and other wholly-owned advisory
companies of Federated Hermes, Inc. (
“
Federated Advisory Companies
”
) (collectively, the
“
Advisory Companies
”
). Therefore,
actual or potential conflicts could arise to the extent the Advisory Companies may share material non-public information
(MNPI). In order to address such potential conflicts and protect client interests, information barriers have been established
between the Federated Advisory Companies and the Hermes Advisory Companies such that personnel of the Hermes Advisory
Companies and of the Federated Advisory Companies are generally precluded from sharing investment-related information,
including MNPI, across the barriers. In addition, there will be no integration or allocation of trades between the Advisory
Companies and neither of the Advisory Companies will exercise investment discretion over accounts managed by the other. To
the extent that applicable U.S. and U.K. law, and the laws of certain other jurisdictions, require the Advisory Companies to make
regulatory filings that may require sharing of MNPI, the Advisory Companies have implemented internal controls which require
that such information will be shared only among such limited personnel as is necessary to make accurate and timely regulatory
filings and to maintain proper trading limitations. The Advisory Companies will generally operate as unaffiliated entities subject
to their own internal personal dealing, trade allocation, and side by side management policies. In any limited situation in which
the Federated Advisory Companies may
“
need to know
”
certain investment-related information from Hermes Advisory
Companies, or vice versa, written approval, requiring certain conditions, must be granted by the Chief Compliance Officer of the
Advisory Companies.
Other potential conflicts can include, for example, conflicts created by specific portfolio manager compensation arrangements
(including, for example, the allocation or weighting given to the performance of the Fund or other accounts or activities for
which the portfolio manager is responsible in calculating the portfolio manager’s compensation), and conflicts relating to
selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades
(for example, research or
“
soft dollars
”
). The Adviser has adopted policies and procedures and has structured the portfolio
managers’ compensation in a manner reasonably designed to safeguard the Fund from being negatively affected as a result of any
such potential conflicts.
The following information about the Fund’s Portfolio Managers is provided as of the end of the Fund’s most recently
completed fiscal year unless otherwise indicated.
Mitch Reznick, Portfolio Manager
Types of Accounts Managed
by Mitch Reznick
|
Total Number of Additional
Accounts Managed/Total Assets*
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
|
|
*
None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Mitch Reznick is paid a competitive fixed base salary and a discretionary annual incentive. The annual incentive amount is
determined by considering investment performance of all products managed, as well as the individual’s performance. Any other
factors deemed relevant may also be considered (and may be adjusted periodically). The bonus pool is calculated at an aggregate
firm-wide level.
A portion of Mr. Reznick’s annual incentive may be treated as deferred compensation. The deferral period is three years. At
least 50% of the deferred component of Mr. Resnick’s bonus is notionally co-invested in the strategies that he manages. The
percentage deferred may exceed 50% if the total combined annual incentive reaches certain levels.
Additionally, Hermes has established a long-term incentive plan that allows participants to benefit from ownership of
restricted Hermes shares, held by an employee benefit trust, in the business. Award holders are eligible to receive dividends from
the first year of award. Participants are proposed by the Executive Committee based on a range of factors and approved by the
Remuneration Committee, which oversees the scheme.
Through focusing on long term awards, our incentive pay strategies encourage investment managers to act like long term
shareholders and support our performance and partnership culture to create a sustainable business, discouraging excessive or
concentrated risk taking and avoids conflicts of interest.
Individual and organisational performance is transparently and rigorously assessed against a combination of financial (multi-year)
and non-financial targets in order to determine appropriate total compensation.
Fraser Lundie, Portfolio Manager
Types of Accounts Managed
by Fraser Lundie
|
Total Number of Additional
Accounts Managed/Total Assets*
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
|
|
*
None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Fraser Lundie is paid a competitive fixed base salary and a discretionary annual incentive. The annual incentive amount is
determined by considering investment performance of all products managed, as well as the individual’s performance. Any other
factors deemed relevant may also be considered (and may be adjusted periodically). The bonus pool is calculated at an aggregate
firm-wide level.
A portion of Mr. Lundie’s annual incentive may be treated as deferred compensation. The deferral period is three years. At
least 50% of the deferred component of Mr. Lundie’s bonus is notionally co-invested in the strategies that he manages. The
percentage deferred may exceed 50% if the total combined annual incentive reaches certain levels.
Additionally, Hermes has established a long-term incentive plan that allows participants to benefit from ownership of
restricted Hermes shares, held by an employee benefit trust, in the business. Award holders are eligible to receive dividends from
the first year of award. Participants are proposed by the Executive Committee based on a range of factors and approved by the
Remuneration Committee, which oversees the scheme.
Through focusing on long term awards, our incentive pay strategies encourage investment managers to act like long term
shareholders and support our performance and partnership culture to create a sustainable business, discouraging excessive or
concentrated risk taking and avoids conflicts of interest.
Individual and organisational performance is transparently and rigorously assessed against a combination of financial (multi-year)
and non-financial targets in order to determine appropriate total compensation.
Nachu Chockalingam, Portfolio Manager
Types of Accounts Managed
by Nachu Chockalingam
|
Total Number of Additional
Accounts Managed/Total Assets*
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
|
|
*
None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Nachu Chockalingam is paid a competitive fixed base salary and a discretionary annual incentive. The annual incentive
amount is determined by considering investment performance of all products managed, as well as the individual’s performance.
Any other factors deemed relevant may also be considered (and may be adjusted periodically). The bonus pool is calculated at an
aggregate firm-wide level.
A portion of Mr. Chockalingam’s annual incentive may be treated as deferred compensation. The deferral period is three years.
At least 50% of the deferred component of Mr. Chockalingam’s bonus is notionally co-invested in the strategies that he manages.
The percentage deferred may exceed 50% if the total combined annual incentive reaches certain levels.
Additionally, Hermes has established a long-term incentive plan that allows participants to benefit from ownership of
restricted Hermes shares, held by an employee benefit trust, in the business. Award holders are eligible to receive dividends from
the first year of award. Participants are proposed by the Executive Committee based on a range of factors and approved by the
Remuneration Committee, which oversees the scheme.
Through focusing on long term awards, our incentive pay strategies encourage investment managers to act like long term
shareholders and support our performance and partnership culture to create a sustainable business, discouraging excessive or
concentrated risk taking and avoids conflicts of interest.
Individual and organisational performance is transparently and rigorously assessed against a combination of financial (multi-year)
and non-financial targets in order to determine appropriate total compensation.
Services Agreement
Federated Advisory Services Company, an affiliate of the Adviser, provides research, quantitative analysis, equity trading and
transaction settlement and certain support services to the Adviser. The fee for these services is paid by the Adviser and not by
the Fund.
Other Related Services
Affiliates of the Adviser may, from time to time, provide certain electronic equipment and software to institutional customers
in order to facilitate the purchase of Fund Shares offered by the Distributor.
Code Of Ethics Restrictions On Personal Trading
As required by Rule 17j-1 of the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act
(as applicable), the Fund, its Adviser, its sub-adviser Hermes (the
“
Sub-Adviser
”
), and its Distributor have adopted codes of
ethics. These codes govern securities trading activities of investment personnel, Fund Trustees and certain other employees.
Although they do permit these people to trade in securities, including those that the Fund could buy, as well as Shares of the
Fund, they also contain significant safeguards designed to protect the Fund and its shareholders from abuses in this area, such as
requirements to obtain prior approval for, and to report, particular transactions.
PROXY VOTING POLICIES AND PROCEDURES
The Board has delegated to the Adviser, and the Adviser has in turn delegated to Hermes (the
“
Sub-Adviser
”
), the authority to
vote proxies on the securities held in the Fund’s portfolio. The Sub-Adviser has established a Governance Committee
(
“
Governance Committee
”
) to oversee all engagement and proxy voting activities related to the Fund.
Overview
The Sub-Adviser’s Corporate Governance and Responsible Investment Guidelines (any corporate governance and/or
responsible investment policies adopted by the Sub-Adviser from time to time) inform its investment beliefs and provide a
framework for engagement with investee companies and the exercising of voting rights.
The Sub-Adviser expects investee companies at a minimum to observe accepted corporate governance standards in their local
markets or explain why not doing so is in the best interests of shareholders. The Sub-Adviser views engagement as a critical
activity because it provides the Sub-Adviser with an opportunity to improve its understanding of the investee company and its
governance structures. This understanding is a significant input for voting decisions.
Procedures
The Fund has hired the Sub-Adviser to manage its assets and to execute the stewardship program, which includes company
engagement and voting. The Sub-Adviser will use its dedicated stewardship team, Hermes Equity Ownership Services (HEOS) to
assist with engagement with investee companies and provide voting recommendations, informed by company disclosure,
engagement with the company, and research from external research providers, including Institutional Shareholder Services (ISS).
While HEOS’ voting recommendation will inform the Sub-Adviser’s assessment, the Sub-Adviser will make a final judgment,
with a view to its fiduciary obligations to its clients and the Fund’s stated investment objectives.
The Sub-Adviser retains ISS for its administrative voting infrastructure. Besides providing an electronic voting platform, ISS’s
service includes ballot collection, reconciliation, and proxy voting bookkeeping.
Conflicts of Interest
The Sub-Adviser seeks always to act in the client’s best interests, and takes all reasonable steps to identify conflicts of interest
and maintain and operate arrangements to minimise the possibility of such conflicts giving rise to a material risk of damage to the
interests of clients. In fulfilling its commitment to being good stewards of those companies in which client assets are invested
through engagement and voting, the Sub-Adviser may encounter potential conflicts of interest. The Sub-Adviser has adopted a
Stewardship Conflicts of Interest Policy designed to ensure that such conflicts are identified and managed fairly, and that proxies
are voted in a manner that prioritises the long-term value of the companies concerned rather than the interests of the Sub-Adviser,
HEOS or any affiliates. This policy is disclosed on the Sub-Adviser’s website and is outlined in the Sub-Adviser’s Global
Stewardship Code Statement.
When any Sub-Adviser or HEOS staff member recognises a potential conflict of interest, he or she must raise it with their line
manager. Among other conflicts, our policies require that staff members identify conflicts of interest arising from engagements
with companies in which (i) the Sub-Adviser, HEOS or its affiliates have a material interest; (ii) individuals, including portfolio
managers or HEOS engagers, have personal investments or some material personal relationship with a relevant individual; and
(iii) the Sub-Adviser’s third party fund management or stewardship service clients or prospective clients have a material interest.
Where a staff member has a personal connection with a company, he or she is required to make this known and is not involved in
any relevant engagement activities or voting recommendations.
A register of instances of conflicts as they arise is maintained by the Sub-Adviser. In those circumstances where a conflict
exists or there is a difference opinion between different Sub-Adviser staff members, the vote recommendation will be escalated to
the Governance Committee for decision. Where the Governance Committee is unable to agree, then the CEO of the Sub-Adviser
will adjudicate. All such instances will be reported to an independent sub-committee of the Sub-Adviser’s Board.
Securities Lending
The Sub-Adviser does not engage in securities lending.
Record Keeping
The Sub-Adviser maintains the following records with respect to proxy voting:
■
A copy of proxy voting policies and procedures;
■
A copy of all proxy statements received (the Sub-Adviser may rely on a third party to satisfy this requirement);
■
A record of each vote cast by the Fund (the Sub-Adviser may rely on a third party to satisfy this requirement);
■
A copy of any document prepared by the Sub-Adviser that was material to making a voting decision or that memorializes the
basis for that decision
–
for example insights gleaned from engagement.
Proxy Voting Report
A report on
“
Form N-PX
”
of how the Fund voted any proxies during the most recent 12-month period ended June 30 is
available via the Proxy Voting Record (Form N-PX) link associated with the Fund and share class name at
www.
FederatedInvestors.com/FundInformation
. Form N-PX filings are also available at the SEC’s web site at www.
sec.gov
.
Proxy Voting Policies
Under these policies, the Sub-Adviser’s general policy is to cast proxy votes in favour of management proposals and
shareholder proposals that we anticipate will enhance the long-term value of the securities being voted.
This approach to voting proxy proposals will be referred to hereafter as the
“
General Policy.
”
The following examples illustrate how this General Policy may apply to management proposals and shareholder proposals
submitted for approval or ratification by holders of the company’s voting securities.
The Fund seeks to vote consistently on different issues in accordance with the stated policies and guidelines. However,
recognising the limitations of any policy to anticipate all potential scenarios, the Fund uses discretion when voting, taking
account the specific circumstances described in the proxy statement and other company disclosure. For the Fund, all proxy voting
decisions are informed by the Sub-Adviser’s ongoing engagement with the management and directors of the company concerned.
These engagements provide important context and alongside a judgment as to the company’s direction of travel towards best
practice (as communicated by the Sub-Adviser’s General Policy) will influence the final voting decision of the Fund.
The Fund endeavours to inform companies where it has voted against management recommendations and invites
further engagement.
The General Policy as well as the Sub-Adviser’s engagement with the management and directors of the company concerned
are informed by a hierarchy of external and internally-developed global and regional best practice guidelines; principally, our
HEOS-developed regional corporate governance principles that are informed by external local market standards including the
Organisation for Economic Co-operation and Development Principles for Corporate Governance and national corporate
governance codes; and by the Sub-Adviser’s annually-refreshed Engagement Plan. Both documents are on the Sub-Adviser’s
website: www.hermes-investment.com.
Based on the specific context in which proxy voting decisions are being made, the Sub-Adviser may vote contrary to the
voting guidelines should it judge that it is in the best long-term interests of the value of the securities to do so.
Global Voting Policy
Board and Directors
1. Board independence:
We expect boards to meet minimum standards of independence to be able to hold management to
account and may vote against the election of directors whose appointment would cause independence to fall below these
standards, and/or against the chair of the board where we have serious concerns. We set minimum standards at a market level but,
as a general guide, we expect at least half of the board directors to be independent in companies with a dispersed ownership
structure, and at least one third to be independent in controlled companies. In judging a director’s independence, our
considerations include, but are not limited to, length of tenure, concurrent service with other board members, whether they
represent a significant shareholder, and whether they have any direct, material relationship with the company, other directors or
its executives, including receiving any remuneration beyond director fees. Our expectations may exceed the minimum standards
set by regulation or best practice codes in some markets.
2. Board committees:
Where separate committees are established to oversee remuneration, audit, nomination and other
topics
–
which we expect at most large companies
–
we may vote against chairs or members where we have concerns about
independence, skills, attendance or over-commitment, or the matters overseen by the committee.
3. Board diversity:
In recognition of the value that diversity of thought, skills and attributes brings to board oversight and in line
with our aspiration that board members, together with all levels of management, should broadly reflect the diversity of society,
we will consider voting against relevant directors, including the chair, where we consider board diversity
–
in terms of gender,
ethnicity, age, functional and geographic experience, tenure, and other characteristics
–
to be below minimum thresholds. Some
thresholds, such as gender diversity, are defined at a market level; others, such as skills and experience, are more globally
consistent. Our expectations may exceed the minimum standards set by regulation or best practice codes in some markets.
4. Director election:
We will generally support the election of directors unless there are specific concerns relating to issues such
as board independence and composition; a director’s skills, experience or suitability for the role; a director’s attendance or ability
to commit time to the role; or governance or other failures which a director has oversight of or involvement in
–
at this or
another company.
5. Director attendance:
We may vote against directors who miss a substantial number of meetings
–
as a guideline, 25% or
more
–
without sufficient explanation.
6. Director commitments:
We will consider voting against a director who appears over-committed to other duties, with the
guideline of having no more than five directorships. When considering this issue, we take into account a number of factors,
including the size and complexity of roles. As a broad guideline, we consider a chair role equivalent to two directorships and an
executive role equivalent to four directorships. A chair should not hold another executive role and an executive should hold no
more than one non-executive role, except for cases where serving as a shareholder representative on boards is an explicit part of
an executive’s responsibilities. A significant post at a civil society organisation or in public life may also count as equivalent to a
directorship, whether executive, non-executive or a chair role.
Remuneration
We set market-specific voting policies on remuneration with reference to local market practice. Our broad guidelines are:
7. Alignment to long-term value:
We will consider opposing incentive arrangements that do not align to the creation of long-term
value for shareholders and other stakeholders including, for example, those which disproportionally focus on short-term
growth of share price or total shareholder returns.
8. Executive shareholdings:
We support executive management making material, long-term investment in the company’s shares
and may oppose remuneration proposals and reports where shareholding requirements or actual executive shareholdings are
insufficient. As a general guideline, we support the aim that executives hold at least 500% of salary in shares and no less than
200%, with varying minimum thresholds based on regional pay practices.
9. Complexity:
We will consider voting against overly complex incentive arrangements which are difficult for investors and
others to readily understand. An important factor in assessing complexity is the number of different components that comprise
the whole remuneration package.
10. Variable to fixed pay:
We will consider voting against proposed incentive schemes or pay awards where we consider the
ratio of variable pay relative to fixed pay to be too high, as part of our long-term desire to see far simpler pay schemes, based on
majority fixed pay and long-term share ownership. We set varying maximum thresholds for variable pay to reflect regional
pay practices.
11. Justification for high pay:
We will consider voting against pay proposals which appear excessive in the context of wider
industry pay practices or where executive pay is raised significantly above inflation or that of the workforce average without a
convincing justification.
12. Discretion:
We expect boards and remuneration committees to apply discretion to ensure pay outcomes are aligned with
performance and the wider experience of shareholders and may oppose remuneration reports and the election of relevant
directors where this is not the case.
13. Disclosure:
We will generally vote against remuneration reporting where disclosure is insufficient to understand the
approach to incentive arrangements and how pay outcomes have been achieved, or where disclosure otherwise falls below
expected market practice.
Audit
14. Ratification of external auditors:
We will generally oppose the ratification of external auditors and/or the payment of audit
fees where we have concerns, including those relating to audit quality or independence, or controversies involving the audit
partner or firm.
Protection of Shareholder Rights
15. Limitation of shareholder rights:
We will generally vote against any limitation on shareholder rights or the transfer of
authority from shareholders to directors and only support proposals which enhance shareholder rights or maximise
shareholder value.
16. Related-party transactions:
We will generally only support related-party transactions (RPTs) which are made on terms
equivalent to those that would prevail in an arm’s length transaction, together with good supporting evidence. We expect RPTs to
be overseen and reviewed by independent board directors with annual disclosure of significant RPTs.
17. Differential voting rights:
We will generally vote against the authorisation of stock with differential voting rights if the
issuance of such stock would adversely affect the voting rights of existing shareholders.
18. Anti-takeover proposals:
We will generally vote against anti-takeover proposals or other ‘poison pill’ arrangements
including the authority to grant shares which may be used in such a manner.
19. Poll voting:
We will generally support proposals to adopt mandatory voting by poll and full disclosure of voting outcomes,
together with proposals to adopt confidential voting and independent vote tabulation practices.
20. Authorities to allot shares:
We will generally vote against unusual or excessive authorities to increase issued share capital.
21. Rights issues:
We generally support rights issues, provided that shareholder approval is obtained for any rights issue for any
significant amount of capital (greater than 10% of share capital).
22. Market purchase of ordinary shares (share buybacks):
We will generally support proposals for a general authority to buy
back shares provided these meet local governance standards. We may not support this authority where it exceeds a period of
18 months, where the potential effect of the buyback programme on executive remuneration is not made sufficiently clear, or
where we oppose the strategy for long-term capital allocation.
23. Bundled resolutions:
We will generally vote against a resolution relating to capital decisions, where the resolution has
bundled more than one decision into a single resolution, denying investors the opportunity to make separate voting decisions on
separate issues.
24. Virtual/electronic general meetings:
We will generally vote against proposals allowing for the conveying of virtual-only
shareholder meetings.
Commercial Transactions
25. Commercial transactions:
When considering our vote on a commercial transaction, we consider a range of factors in the
context of seeking to protect and promote long-term, sustainable value. These include: consistency with strategy; risks and
opportunities (the key risks and opportunities and the extent to which these appear to have been managed); and conflicts of
interest. The underlying expectation is that due process is followed, with information made available to all shareholders.
Shareholder Resolutions
26. Shareholder resolutions:
We support the selective use of shareholder resolutions as a useful tool for communicating
investor concerns and priorities or the assertion of shareholder rights, and as a supplement to or escalation of direct engagement
with companies. We consider such resolutions on a case-by-case basis. When considering whether or not to support resolutions,
we consider factors including whether the proposal promotes long-term shareholders’ interests; what the company is already
doing or has committed to do; the nature and motivations of the filers, if known; and what potential impacts
–
positive and
negative
–
the proposal could have on the company if implemented.
Climate Change
27. Climate change:
We will consider voting against the chair, and other relevant directors or resolutions, at companies where
we consider a company’s response to the risks and opportunities presented by climate change to be insufficient, using a range of
indicators, including the Transition Pathway Initiative assessment.
Portfolio Holdings Information
Information concerning the Fund’s portfolio holdings is available via the link to the Fund and share class name at
FederatedInvestors.com/FundInformation
. A complete listing of the Fund’s portfolio holdings as of the end of each calendar
quarter is posted on the website 30 days (or the next business day) after the end of the quarter and remains posted for six months
thereafter. Summary portfolio composition information as of the close of each month is posted on the website 15 days (or the
next business day) after month-end and remains posted until replaced by the information for the succeeding month. The summary
portfolio composition information may include: identification of the Fund’s top 10 holdings and a percentage breakdown of the
portfolio by sector.
You may also access portfolio information as of the end of the Fund’s fiscal quarters via the link to the Fund and share class
name at
FederatedInvestors.com
. The Fund’s Annual Shareholder Report and Semi-Annual Shareholder Report contain complete
listings of the Fund’s portfolio holdings as of the end of the Fund’s second and fourth fiscal quarters. Fiscal quarter information
is made available on the website within 70 days after the end of the fiscal quarter. This information is also available in reports
filed with the SEC at the SEC’s website at
sec.gov
.
Each fiscal quarter, the Fund will file with the SEC a complete schedule of its monthly portfolio holdings on
“
Form N-PORT.
”
The Fund’s holdings as of the end of the third month of every fiscal quarter, as reported on Form N-PORT, will be publicly
available on the SEC’s website at
sec.gov
within 60 days of the end of the fiscal quarter upon filing. You may also access this
information via the link to the Fund and share class name at
FederatedInvestors.com
.
The disclosure policy of the Fund and the Adviser prohibits the disclosure of portfolio holdings information to any investor or
intermediary before the same information is made available to other investors. Employees of the Adviser or its affiliates who
have access to nonpublic information concerning the Fund’s portfolio holdings are prohibited from trading securities on the basis
of this information. Such persons must report all personal securities trades and obtain pre-clearance for all personal securities
trades other than mutual fund shares.
Firms that provide administrative, custody, financial, accounting, legal or other services to the Fund may receive nonpublic
information about Fund portfolio holdings for purposes relating to their services. The Fund may also provide portfolio holdings
information to publications that rate, rank or otherwise categorize investment companies. Traders or portfolio managers may
provide
“
interest
”
lists to facilitate portfolio trading if the list reflects only that subset of the portfolio for which the trader or
portfolio manager is seeking market interest. A list of service providers, publications and other third parties who may receive
nonpublic portfolio holdings information appears in the Appendix to this SAI.
The furnishing of nonpublic portfolio holdings information to any third party (other than authorized governmental or
regulatory personnel) requires the prior approval of the President of the Adviser and of the Chief Compliance Officer of the
Fund. The President of the Adviser and the Chief Compliance Officer will approve the furnishing of nonpublic portfolio holdings
information to a third party only if they consider the furnishing of such information to be in the best interests of the Fund and its
shareholders. In that regard, and to address possible conflicts between the interests of Fund shareholders and those of the Adviser
and its affiliates, the following procedures apply. No consideration may be received by the Fund, the Adviser, any affiliate of the
Adviser or any of their employees in connection with the disclosure of portfolio holdings information. Before information is
furnished, the third party must sign a written agreement that it will safeguard the confidentiality of the information, will use it
only for the purposes for which it is furnished and will not use it in connection with the trading of any security. Persons approved
to receive nonpublic portfolio holdings information will receive it as often as necessary for the purpose for which it is provided.
Such information may be furnished as frequently as daily and often with no time lag between the date of the information and the
date it is furnished. The Board receives and reviews annually a list of the persons who receive nonpublic portfolio holdings
information and the purposes for which it is furnished.
Brokerage Transactions And Investment Allocation
Equity securities may be traded in the over-the-counter market through broker/dealers acting as principal or agent, or in
transactions directly with other investors. Transactions may also be executed on a securities exchange or through an electronic
communications network. The Adviser seeks to obtain best execution of trades in equity securities by balancing the costs
inherent in trading, including opportunity costs, market impact costs and commissions. As a general matter, the Adviser seeks to
add value to its investment management by using market information to capitalize on market opportunities, actively seek
liquidity and discover price. The Adviser continually monitors its trading results in an effort to improve execution. Fixed-income
securities are generally traded in an over-the-counter market on a net basis (i.e., without commission) through dealers acting as
principal or in transactions directly with the issuer. Dealers derive an undisclosed amount of compensation by offering securities
at a higher price than they bid for them. Some fixed-income securities may have only one primary market maker. The Adviser
seeks to use dealers it believes to be actively and effectively trading the security being purchased or sold, but may not always
obtain the lowest purchase price or highest sale price with respect to a fixed-income security. To the extent permitted by
applicable law, the Adviser’s receipt of research services (as described below) may also be a factor in the Adviser’s selection of
brokers and dealers. The Adviser may also direct certain portfolio trades to a broker that, in turn, pays a portion of the Fund’s
operating expenses. The Adviser makes decisions on portfolio transactions and selects brokers and dealers subject to review by
the Fund’s Board.
Investment decisions for the Fund are made independently from those of other accounts managed by the Adviser and accounts
managed by affiliates of the Adviser. When the Fund and one or more other accounts managed by the Adviser do invest in, or
dispose of, the same security, available investments or opportunities for sales may be allocated among the Fund and the
account(s) in a manner believed by the Adviser to be equitable. While the coordination and ability to participate in volume
transactions may benefit the Fund, it is possible that this procedure could adversely impact the prices paid or received and/or
positions obtained or disposed of by the Fund. Trading and allocation of investments for the Fund, including investments in
initial public offerings (IPO), may be done independently from trading and allocation of investments for certain separately
managed or wrap-fee accounts, and other accounts, managed by the Adviser. The trading and allocation of investments done by
the Adviser, including investments in IPOs, will be done independently from accounts managed by affiliates of the Adviser. It is
possible that such independent trading activity could adversely impact the prices paid or received and/or positions obtained or
disposed of by the Fund.
Brokerage and Research Services
Brokerage services include execution of trades and products and services that relate to the execution of trades, including
communications services related to trade execution, clearing and settlement, trading software used to route orders to market
centers, software that provides algorithmic trading strategies and software used to transmit orders to direct market access (DMA)
systems. Research services may include: advice as to the advisability of investing in securities; security analysis and reports;
economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. Research services assist
the Adviser and its affiliates in terms of their overall investment responsibilities to funds and investment accounts for which they
have investment discretion. However, particular brokerage and research services received by the Adviser and its affiliates may
not be used to service every fund or account, and may not benefit the particular funds and accounts that generated the brokerage
commissions. In addition, brokerage and research services paid for with commissions generated by the Fund may be used in
managing other funds and accounts. To the extent that receipt of these services may replace services for which the Adviser or its
affiliates might otherwise have paid, it would tend to reduce their expenses. The Adviser and its affiliates exercise reasonable
business judgment in selecting brokers to execute securities transactions where receipt of research services is a factor. They
determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage
and research services provided.
MiFID II
Directive 2014/61/EU on markets in financial instruments and Regulation 600/2014/EU on markets in financial instruments
(collectively, MiFID II) took effect in member states of the European Union (the EU) on January 3, 2018. MiFID II forms the
legal framework governing the requirements applicable to EU investment firms, such as the Sub-Adviser, and trading venues and
third-country firms providing investment services or activities in the EU. The extent to which MiFID II will have an indirect
impact on markets and market participants outside the EU is unclear and yet to fully play out in practice. It will likely impact
pricing, liquidity and transparency in most asset classes.
MiFID II introduces a new rule that an EU regulated firm may execute an equity trade only on an EU trading venue (or with a
firm which is a systematic internaliser as defined by MiFID II or an equivalent venue in a third country). This requirement
applies to any equities admitted to trading on an EU trading venue, including those with only a secondary listing in the EU. The
effect of this rule is to introduce a substantial limit on the possibility of trading off-exchange or OTC in EU-listed equities with
EU counterparties.
MiFID II prohibits an EU authorized investment firm from receiving investment research unless it is paid for directly by the
firm out of its own resources or from a separate research payment account regulated under MiFID II. All such research costs
attributable to the Sub-Adviser will be borne by the Sub-Adviser.
Administrator
Federated Administrative Services (FAS), a subsidiary of Federated Hermes, provides administrative personnel and services,
including certain legal, compliance, recordkeeping and financial reporting services (
“
Administrative Services
”
), necessary for the
operation of the Fund. FAS provides Administrative Services for a fee based upon the rates set forth below paid on the average
daily net assets of the Fund. For purposes of determining the appropriate rate breakpoint,
“
Investment Complex
”
is defined as all
of the Federated Hermes funds subject to a fee under the Administrative Services Agreement with FAS. FAS is also entitled to
reimbursement for certain out-of-pocket expenses incurred in providing Administrative Services to the Fund.
Administrative Services
Fee Rate
|
Average Daily Net Assets
of the Investment Complex
|
|
on assets up to $50 billion
|
|
on assets over $50 billion
|
Custodian
The Bank of New York Mellon, New York, New York, is custodian for the securities and cash of the Fund. Foreign
instruments purchased by the Fund are held by foreign banks participating in a network coordinated by The Bank of
New York Mellon.
Transfer Agent And Dividend Disbursing Agent
State Street Bank and Trust Company, the Fund’s registered transfer agent, maintains all necessary shareholder records.
Independent Registered Public Accounting Firm
The independent registered public accounting firm for the Fund, KPMG LLP, conducts its audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States), which require it to plan and perform its
audits to provide reasonable assurance about whether the Fund’s financial statements and financial highlights are free of
material misstatement.
Securities Lending Activities
The Fund does not participate in a securities lending program. The Fund became effective on September 18, 2019 and will
complete its first fiscal year on August 31, 2020. As of the date of this Statement of Additional Information, the Fund had no
securities lending activities.
Fees Paid by the Fund for Services
For the Year Ended August 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Fund became effective on September 18, 2019, but 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.
Investment Ratings
Standard & Poor’s Rating Services (S&P) LONG-TERM Issue RATINGS
Issue credit ratings are based, in varying degrees, on S&P’s analysis of the following considerations: the likelihood of
payment-capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms
of the obligation; the nature of and provisions of the obligation; and the protection afforded by, and relative position of, the
obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting
creditors’ rights.
AAA
—
An obligation rated
“
AAA
”
has the highest rating assigned by S&P. The obligor’s capacity to meet its financial
commitment on the obligation is extremely strong.
AA
—
An obligation rated
“
AA
”
differs from the highest rated obligations only to a small degree. The obligor’s capacity to meet
its financial commitment on the obligation is very strong.
A
—
An obligation rated
“
A
”
is somewhat more susceptible to the adverse effects of changes in circumstances and economic
conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the
obligation is still strong.
BBB
—
An obligation rated
“
BBB
”
exhibits adequate protection parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Obligations rated
“
BB,
”
“
B,
”
“
CCC,
”
“
CC
”
and
“
C
”
are regarded as having significant speculative characteristics.
“
BB
”
indicates the least degree of speculation and
“
C
”
the highest. While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB
—
An obligation rated
“
BB
”
is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate
capacity to meet its financial commitment on the obligation.
B
—
An obligation rated
“
B
”
is more vulnerable to nonpayment than obligations rated
“
BB,
”
but the obligor currently has the
capacity to meet its financial commitment on the obligation. Adverse business, financial or economic conditions will likely
impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.
CCC
—
An obligation rated
“
CCC
”
is currently vulnerable to nonpayment, and is dependent upon favorable business, financial
and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business,
financial or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC
—
An obligation rated
“
CC
”
is currently highly vulnerable to nonpayment.
C
—
A
“
C
”
rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment
arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar
action which have not experienced a payment default. Among others, the
“
C
”
rating may be assigned to subordinated debt,
preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument’s terms or
when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an
amount of cash or replaced by other instruments having a total value that is less than par.
D
—
An obligation rated
“
D
”
is in payment default. The
“
D
”
rating category is used when payments on an obligation are not
made on the date due, unless S&P believes that such payments will be made within five business days, irrespective of any grace
period. The
“
D
”
rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an
obligation are jeopardized. An obligation’s rating is lowered to
“
D
”
upon completion of a distressed exchange offer, whereby
some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is
less than par.
The ratings from
“
AA
”
to
“
CCC
”
may be modified by the addition of a plus (+) or minus (-) sign to show relative standing
within the major rating categories.
S&P Rating Outlook
An S&P rating outlook assesses the potential direction of a long-term credit rating over the intermediate term (typically six
months to two years). In determining a rating outlook, consideration is given to any changes in the economic and/or fundamental
business conditions.
Positive
—
Positive means that a rating may be raised.
Negative
—
Negative means that a rating may be lowered.
Stable
—
Stable means that a rating is not likely to change.
Developing
—
Developing means a rating may be raised or lowered.
N.M.
—
N.M. means not meaningful.
S&P Short-Term Issue RATINGS
Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the
United States, for example, that means obligations with an original maturity of no more than 365 days
–
including
commercial paper.
A-1
—
A short-term obligation rated
“
A-1
”
is rated in the highest category by S&P. The obligor’s capacity to meet its financial
commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This
indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
A-2
—
A short-term obligation rated
“
A-2
”
is somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial
commitment on the obligation is satisfactory.
A-3
—
A short-term obligation rated
“
A-3
”
exhibits adequate protection parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on
the obligation.
B
—
A short-term obligation rated
“
B
”
is regarded as vulnerable and has significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to
the obligor’s inadequate capacity to meet its financial commitments.
C
—
A short-term obligation rated
“
C
”
is currently vulnerable to nonpayment and is dependent upon favorable business, financial
and economic conditions for the obligor to meet its financial commitment on the obligation.
D
—
A short-term obligation rated
“
D
”
is in payment default. The
“
D
”
rating category is used when payments on an obligation
are not made on the date due, unless S&P believes that such payments will be made within any stated grace period. However, any
stated grace period longer than five business days will be treated as five business days. The
“
D
”
rating also will be used upon the
filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
MOODY’S Investor Services, Inc. (MOODY’s) LONG-TERM RATINGS
Moody’s long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both
on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default.
Aaa
—
Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa
—
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A
—
Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa
—
Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain
speculative characteristics.
Ba
—
Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B
—
Obligations rated B are considered speculative and are subject to high credit risk.
Caa
—
Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca
—
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of
principal and interest.
C
—
Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Moody’s appends numerical modifiers 1, 2 and 3 to each generic rating classification from Aaa through Caa. The modifier 1
indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates a ranking in the lower end of that generic rating category.
MOODY’S Short-Term RATINGS
Moody’s short-term ratings are assigned to obligations with an original maturity of 13 months or less and reflect the likelihood
of a default on contractually promised payments.
P-1
—
Issuers (or supporting institutions) rated P-1 have a superior ability to repay short-term debt obligations.
P-2
—
Issuers (or supporting institutions) rated P-2 have a strong ability to repay short-term debt obligations.
P-3
—
Issuers (or supporting institutions) rated P-3 have an acceptable ability to repay short-term obligations.
NP
—
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
FITCH, INC. (Fitch) LONG-TERM Debt RATINGs
Fitch long-term ratings report Fitch’s opinion on an entity’s relative vulnerability to default on financial obligations. The
“
threshold
”
default risk addressed by the rating is generally that of the financial obligations whose non-payment would best
reflect the uncured failure of that entity. As such, Fitch long-term ratings also address relative vulnerability to bankruptcy,
administrative receivership or similar concepts, although the agency recognizes that issuers may also make pre-emptive and
therefore voluntary use of such mechanisms.
AAA: Highest Credit Quality
—
“
AAA
”
ratings denote the lowest expectation of default risk. They are assigned only in cases
of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected
by foreseeable events.
AA: Very High Credit Quality
—
“
AA
”
ratings denote expectations of very low default risk. They indicate very strong capacity
for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A: High Credit Quality
—
“
A
”
ratings denote expectations of low default risk. The capacity for payment of financial
commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic
conditions than is the case for higher ratings.
BBB: Good Credit Quality
—
“
BBB
”
ratings indicate that expectations of default risk are currently low. The capacity for
payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair
this capacity.
BB:
Speculative
—
“
BB
”
ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in
business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of
financial commitments.
B: Highly Speculative
—
“
B
”
ratings indicate that material default risk is present, but a limited margin of safety remains.
Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the
business and economic environment.
CCC: Substantial Credit Risk
—
Default is a real possibility.
CC: Very High Levels of Credit Risk
—
Default of some kind appears probable.
C: Exceptionally High Levels of Credit Risk
—
Default is imminent or inevitable, or the issuer is in standstill. Conditions that
are indicative of a
“
C
”
category rating for an issuer include: (a) the issuer has entered into a grace or cure period following
non-payment of a material financial obligation; (b) the issuer has entered into a temporary negotiated waiver or standstill
agreement following a payment default on a material financial obligation; or (c) Fitch otherwise believes a condition of
“
RD
”
or
“
D
”
to be imminent or inevitable, including through the formal announcement of a distressed debt exchange.
RD: Restricted Default
—
“
RD
”
ratings indicate an issuer that in Fitch’s opinion has experienced an uncured payment default
on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration,
receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased operating. This would
include: (a) the selective payment default on a specific class or currency of debt; (b) the uncured expiry of any applicable grace
period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other
material financial obligation; (c) the extension of multiple waivers or forbearance periods upon a payment default on one or more
material financial obligations, either in series or in parallel; or (d) execution of a distressed debt exchange on one or more
material financial obligations.
D: Default
—
“
D
”
ratings indicate an issuer that in Fitch’s opinion has entered into bankruptcy filings, administration,
receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business.
Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an
instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of
the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed
debt exchange.
“
Imminent
”
default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but
inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period
during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed
debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.
In all cases, the assignment of a default rating reflects the agency’s opinion as to the most appropriate rating category
consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuer’s
financial obligations or local commercial practice.
FITCH SHORT-TERM DEBT RATINGs
A Fitch short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity
or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the
relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as
“
short-term
”
based on
market convention. Typically, this means up to 13 months for corporate, sovereign and structured obligations, and up to
36 months for obligations in U.S. publicfinance markets.
F1: Highest Short-Term Credit Quality
—
Indicates the strongest intrinsic capacity for timely payment of financial
commitments; may have an added
“
+
”
to denote any exceptionally strong credit feature.
F2: Good Short-Term Credit Quality
—
Good intrinsic capacity for timely payment of financial commitments.
F3: Fair Short-Term Credit Quality
—
The intrinsic capacity for timely payment of financial commitments is adequate.
B: Speculative Short-Term Credit Quality
—
Minimal capacity for timely payment of financial commitments, plus heightened
vulnerability to near-term adverse changes in financial and economic conditions.
C: High Short-Term Default Risk
—
Default is a real possibility.
RD: Restricted Default
—
Indicates an entity that has defaulted on one or more of its financial commitments, although it
continues to meet other financial obligations. Applicable to entity ratings only.
D: Default
—
Indicates a broad-based default event for an entity, or the default of a short-term obligation.
A.M. BEST Company, Inc. (a.m. best) LONG-TERM DEBT and Preferred Stock RATINGS
A Best’s long-term debt rating is Best’s independent opinion of an issuer/entity’s ability to meet its ongoing financial
obligations to security holders when due.
aaa: Exceptional
—
Assigned to issues where the issuer has an exceptional ability to meet the terms of the obligation.
aa: Very Strong
—
Assigned to issues where the issuer has a very strong ability to meet the terms of the obligation.
a: Strong
—
Assigned to issues where the issuer has a strong ability to meet the terms of the obligation.
bbb: Adequate
—
Assigned to issues where the issuer has an adequate ability to meet the terms of the obligation; however, the
issue is more susceptible to changes in economic or other conditions.
bb: Speculative
—
Assigned to issues where the issuer has speculative credit characteristics, generally due to a modest margin or
principal and interest payment protection and vulnerability to economic changes.
b: Very Speculative
—
Assigned to issues where the issuer has very speculative credit characteristics, generally due to a modest
margin of principal and interest payment protection and extreme vulnerability to economic changes.
ccc, cc, c: Extremely Speculative
—
Assigned to issues where the issuer has extremely speculative credit characteristics,
generally due to a minimal margin of principal and interest payment protection and/or limited ability to withstand adverse
changes in economic or other conditions.
d: In Default
—
Assigned to issues in default on payment of principal, interest or other terms and conditions, or when a
bankruptcy petition or similar action has been filed.
Ratings from
“
aa
”
to
“
ccc
”
may be enhanced with a
“
+
”
(plus) or
“
-
”
(minus) to indicate whether credit quality is near the top
or bottom of a category.
A.M. BEST SHORT-TERM DEBT RATINGS
A Best’s short-term debt rating is Best’s opinion of an issuer/entity’s ability to meet its financial obligations having original
maturities of generally less than one year, such as commercial paper.
AMB-1+ Strongest
—
Assigned to issues where the issuer has the strongest ability to repay short-term debt obligations.
AMB-1 Outstanding
—
Assigned to issues where the issuer has an outstanding ability to repay short-term debt obligations.
AMB-2 Satisfactory
—
Assigned to issues where the issuer has a satisfactory ability to repay short-term debt obligations.
AMB-3 Adequate
—
Assigned to issues where the issuer has an adequate ability to repay short-term debt obligations; however,
adverse economic conditions likely will reduce the issuer’s capacity to meet its financial commitments.
AMB-4 Speculative
—
Assigned to issues where the issuer has speculative credit characteristics and is vulnerable to adverse
economic or other external changes, which could have a marked impact on the company’s ability to meet its
financial commitments.
d: In Default
—
Assigned to issues in default on payment of principal, interest or other terms and conditions, or when a
bankruptcy petition or similar action has been filed.
A.M. Best Rating Modifiers
Both long- and short-term credit ratings can be assigned a modifier.
u
—
Indicates the rating may change in the near term, typically within six months. Generally is event-driven, with positive,
negative or developing implications.
pd
—
Indicates ratings assigned to a company that chose not to participate in A.M. Best’s interactive rating process.
(Discontinued in 2010).
i
—
Indicates rating assigned is indicative.
A.M. BEST RATING OUTLOOK
A.M. Best Credit Ratings are assigned a Rating Outlook that indicates the potential direction of a credit rating over an
intermediate term, generally defined as the next 12 to36 months.
Positive
—
Indicates possible ratings upgrade due to favorable financial/market trends relative to the current trading level.
Negative
—
Indicates possible ratings downgrade due to unfavorable financial/market trends relative to the current trading level.
Stable
—
Indicates low likelihood of rating change due to stable financial/market trends.
Not Rated
Certain nationally recognized statistical rating organizations (NRSROs) may designate certain issues as NR, meaning that the
issue or obligation is not rated.
Addresses
Federated Hermes SDG Engagement High Yield Credit Fund
Class A Shares
Class C Shares
Class R6 Shares
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Distributor
Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Investment Adviser
Federated Investment Management Company
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Sub-Adviser
Hermes Investment Management Limited
Sixth Floor
150 Cheapside
London EC2V 6ET
England
Custodian
The Bank of New York Mellon
One Wall Street
New York, NY 10286
Transfer Agent and Dividend Disbursing Agent
State Street Bank and Trust Company
P.O. Box 219318
Kansas City, MO 64121-9318
Independent Registered Public Accounting Firm
KPMG LLP
Two Financial Center
60 South Street
Boston, MA 02111
Appendix
The following is a list of persons, other than the Adviser and its affiliates, that have been approved to receive nonpublic portfolio
holdings information concerning the Fund or Federated Hermes Complex; however, certain persons below might not receive
such information concerning the Fund or Federated Hermes Complex:
CUSTODIAN(S)
The Bank of New York Mellon
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP
LEGAL COUNSEL
Goodwin Procter LLP
K&L Gates LLP
Financial Printer(S)
Donnelley Financial Solutions
Proxy Voting Administrator
Institutional Shareholder Services
SECURITY PRICING SERVICES
Bloomberg L.P.
IHS Markit (Markit North America)
ICE Data Pricing & Reference Data, LLC
JPMorgan PricingDirect
Refinitiv US Holdings Inc.
RATINGS AGENCIES
Fitch, Inc.
Moody’s Investors Service, Inc.
Standard & Poor’s Financial Services LLC
Other SERVICE PROVIDERS
Other types of service providers that have been approved to receive nonpublic portfolio holdings information include service
providers offering, for example, trade order management systems, portfolio analytics, or performance and accounting systems,
such as:
Bank of America Merrill Lynch
Bloomberg L.P.
Citibank, N.A.
Eagle Investment Systems LLC
Electra Information Systems
FactSet Research Systems Inc.
FISGlobal
Institutional Shareholder Services
Investortools, Inc.
MSCI ESG Research LLC
Northern Trust Corporation
Sustainalytics U.S. Inc.
The Yield Book, Inc.
Wolters Kluwer N.V.
Prospectus
October 31, 2020
Federated Hermes U.S. SMID Fund
A Portfolio of Federated Hermes Adviser Series
(formerly, Federated Adviser Series)
A mutual fund seeking to provide long term capital appreciation.
As with all mutual funds, the Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed
upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
IMPORTANT NOTICE TO SHAREHOLDERS
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies
of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports
from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made
available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access
the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not
take any action. You may elect to receive shareholder reports and other communications from the Fund or your financial
intermediary electronically by contacting your financial intermediary (such as a broker-dealer or bank); other shareholders
may call the Fund at 1-800-341-7400, Option 4.
You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary
that you wish to continue receiving paper copies of your shareholder reports by contacting your financial intermediary (such
as a broker-dealer or bank); other shareholders may call the Fund at 1-800-341-7400, Option 4. Your election to receive
reports in paper will apply to all funds held with the Fund complex or your financial intermediary.
Not FDIC Insured ▪ May Lose Value ▪ No Bank Guarantee
Fund Summary Information
Federated Hermes U.S. SMID Fund (the “Fund”)
RISK/RETURN SUMMARY: INVESTMENT OBJECTIVE
The Fund’s investment objective is to provide long-term capital appreciation. The objective may be changed by the
Fund’s Board of Trustees (the
“
Trustees
”
) without shareholder approval.
RISK/RETURN SUMMARY: FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Institutional Shares (IS) of the Fund. If
you purchase the Fund’s IS Shares through a broker acting as an agent on behalf of its customers, you may be required to
pay a commission to such broker; such commissions, if any, are not reflected in the Example below.
Shareholder Fees (fees paid directly from your investment)
|
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)
|
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of offering price)
|
|
Redemption Fee (as a percentage of amount redeemed, if applicable)
|
|
|
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
Total Annual Fund Operating Expenses
|
|
Fee Waivers and/or Expense Reimbursements
2
|
|
Total Annual Fund Operating Expenses After Fee Waivers and/orExpense Reimbursements
|
|
1
Other Expenses are based on estimated amounts for the current fiscal year.
2
The Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. Total
annual fund operating expenses (excluding acquired fund fees and expenses, interest expense, extraordinary expenses, and proxy-related expenses, paid by
the Fund, if any) paid by the Fund’s IS class (after the voluntary waivers and/or reimbursements) will not exceed 0.83% (the
“
Fee Limit
”
),
up to but not including the later of (the “Termination Date”): (a) November 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.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other
mutual funds.
The Example assumes that you invest $10,000 for the time periods indicated and then redeem all of your Shares at the
end of those periods. The Example also assumes that your investment has a 5% return each year and that the operating
expenses (excluding any fee waivers and/or expense reimbursements) are as shown in the table above and remain the
same. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example above, affect the Fund’s performance. The Fund is a new fund, has not yet completed its first fiscal year of operation and has no portfolio turnover yet to report.
RISK/RETURN SUMMARY: INVESTMENTS, RISKS and PERFORMANCE
What are the Fund’s Main Investment Strategies?
The Fund pursues its objective by investing primarily in equity and/or equity-related securities of small and
mid-capitalization companies that are quoted or traded on regulated markets worldwide (primarily in the U.S. or Canada)
as well as component securities of the Russell 2500 Index. The Fund will invest in both growth- and value-oriented
securities. As of June 30, 2020, the capitalization of companies included in the Russell 2500 Index ranged from
approximately $41 million to $14.3 billion. The Fund will seek to invest in a diversified portfolio of equity securities (such
as common and/or preferred stock) and/or equity-related instruments (such as Global Depositary Receipts and American
Depositary Receipts) of, or relating to, companies domiciled in the U.S., or companies that derive a large proportion of
their income from U.S. activities.
The Fund’s investment adviser or sub-adviser (as applicable, the
“
Adviser
”
) will seek to identify companies that, in its
view, provide the potential for long-term capital appreciation through a fundamental analysis of relevant companies,
seeking to identify companies that are undervalued and/or demonstrate attractive growth characteristics. This is done in
order to ascertain whether the companies may provide the potential for long-term capital appreciation notwithstanding that
equities of such companies may, at the time of purchase, be undervalued. The Adviser will not, save in relation to the
capitalization of companies that may be invested in, be subject to any limitation on the types of companies in which it may
invest (either in terms of industry or focus).
As part of the strategy’s assessment of quality and its approach to risk management, risks associated with a company’s
approach to environmental, social and governance (ESG) issues, among other factors are actively assessed. The Adviser
considers data on Hermes’ proprietary ESG Dashboard, which contains a wide range of ESG factors and ranks companies
on their behaviors versus peers. In making its investment decisions, the Adviser will seek to consider ESG issues with
regards to the holding of either individual securities or various categories or classes of securities. These ESG
considerations are intended to provide guidance on achieving best practice standards of corporate governance and equity
stewardship in order to make informed investment decisions.
The Fund may invest in other investment companies, exchange-traded funds, real estate investment trusts (REITs) and
futures contracts to implement elements of its investment strategy, including for cash flow management, cost
effectiveness, and gaining exposure to certain markets and securities in a quicker and/or more efficient manner. There can
be no assurance that the Fund’s use of futures contracts will work as intended. Futures contract investments made by the
Fund are included within the Fund’s 80% policy (as described below) and are calculated at market value.
The Fund will invest its assets so that, under normal circumstances, at least 80% of its net assets (plus any borrowings
for investment purposes) are invested in equity securities of small to mid-capitalization (SMID) companies. The Fund will
notify shareholders at least 60 days in advance of any change in its investment policy that would permit the Fund to invest,
under normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in investments
in equity securities of SMID companies. For purposes of this limitation, small- to mid-capitalization companies will
normally be defined as companies with market capitalizations similar to the constituents of the Fund’s benchmark, the
Russell 2500 Index. Such definition will be applied at the time of investment and the Adviser will not be required to sell a
stock because a company’s market capitalization has grown larger than the range of small- to mid-capitalization stocks in
the Russell 2500 Index.
What are the Main Risks of Investing in the Fund?
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund.
The primary
factors that may reduce the Fund’s returns include:
■
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.
■
Environmental, Social and Governance Risk
. The Adviser considers environmental, social and governance (ESG)
issues as part of its security selection process. ESG factors are not the only factors considered by the Adviser and there
is no guarantee the companies in which the Fund invests will be considered ESG companies or have high ESG ratings.
Such considerations may fail to produce the intended result.
■
Real Estate Investment Trust Risk.
Real estate investment trusts (REITs) carry risks associated with owning real
estate, including the potential for a decline in value due to economic or market conditions.
■
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. dollardenominated securities.
■
Risk Related to Investing for Value.
Due to their relatively low valuations, value stocks are typically less volatile
than growth stocks. Additionally, 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.
■
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.
■
Liquidity Risk.
Trading opportunities are more limited for equity securities that are not widely held. This may make it
more difficult to sell or buy a security at a favorable price or time. Liquidity risk also refers to the possibility that the
Fund may not be able to sell a security or close out a derivative contract when it wants to.
■
Custodial Services and Related Investment Costs.
Custodial services and other costs relating to investment in
international securities markets generally are more expensive due to differing settlement and clearance procedures than
those of the United States. The inability of the Fund to make intended securities purchases due to settlement problems
could cause the Fund to miss attractive investment opportunities.
■
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.
■
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.
■
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.
■
Exchange-Traded Funds Risk.
An investment in an exchange-traded fund (ETF) generally presents the same primary
risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment
objectives, strategies and policies. The price of an ETF can fluctuate up or down, and the Fund could lose money
investing in an ETF if the prices of the securities owned by the ETF go down.
■
Technology Risk.
The Adviser uses various technologies in managing the Fund, consistent with its investment
objective(s) and strategy described in this Prospectus. For example, proprietary and third-party data and systems are
utilized to support decision making for the Fund. Data imprecision, software or other technology malfunctions,
programming inaccuracies and similar circumstances may impair the performance of these systems, which may
negatively affect Fund performance.
The Shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
Performance: Bar Chart and Table
A performance bar chart and total return information for the Fund will be provided after the Fund has been in operation for a full calendar year.
Updated performance information for the Fund is available under the
“
Products
”
section at
FederatedInvestors.com
or by calling
1-800-341-7400
.
Fund Management
The Fund’s Investment Adviser is Federated Global Investment Management Corp. and the Fund’s Sub-Adviser, an
affiliate of the Investment Adviser, is Hermes Investment Management Limited.
Mark Sherlock, Portfolio Manager, has been the Fund’s portfolio manager since inception in June 2020.
Henry Biddle, Portfolio Manager, has been the Fund’s portfolio manager since inception in June 2020.
Alex Knox, Portfolio Manager, has been the Fund’s portfolio manager since inception in June 2020.
Michael Russell, Portfolio Manager, has been the Fund’s portfolio manager since inception in June 2020.
purchase and sale of fund shares
You may purchase, redeem or exchange Shares of the Fund on any day the New York Stock Exchange is open. Shares
may be purchased through a financial intermediary firm that has entered into a Fund selling and/or servicing agreement
with the Distributor or an affiliate (
“
Financial Intermediary
”
) or directly from the Fund, by wire or by check. Please note
that certain purchase restrictions may apply. Redeem or exchange Shares through a financial intermediary or directly from
the Fund by telephone at 1-800-341-7400 or by mail.
The minimum initial investment amount for the Fund’s IS class is generally $1,000,000 and there is no minimum
subsequent investment amount. Certain types of accounts are eligible for lower minimum investments. The minimum
investment amount for Systematic Investment Programs is $50.
Tax Information
The Fund’s distributions are taxable as ordinary income or capital gains except when your investment is through a
401(k) plan, an Individual Retirement Account or other tax-advantaged investment plan.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and/or its
related companies may pay the intermediary for the sale of Fund Shares and related services. These payments may create a
conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund
over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
What are the Fund’s Investment Strategies?
The Fund’s investment objective is to provide long-term capital appreciation. While there is no assurance that the Fund
will achieve its investment objective, it endeavors to do so by following the principal strategies and policies described in
this Prospectus. This objective may be changed by the Fund’s Board of Trustees (the
“
Trustees
”
) without
shareholder approval.
The Fund pursues its objective by investing primarily in equity and/or equity-related securities of small to
mid-capitalization companies that are quoted or traded on regulated markets worldwide (primarily in the U.S. or Canada)
as well as component securities of the Russell 2500 Index. The Fund will invest in both growth- and value-oriented
securities. As of June 30, 2020, the capitalization of companies included in the Russell 2500 Index ranged from
approximately $41 million to $14.3 billion. The Fund will seek to invest in a diversified portfolio of equity securities (such
as common and/or preferred stock) and/or equity-related instruments (such as Global Depositary Receipts and American
Depositary Receipts) of, or relating to, companies domiciled in the U.S., or companies that derive a large proportion of
their income from U.S. activities.
As part of the strategy’s assessment of quality and its approach to risk management, risks associated with a company’s
approach to environmental, social and governance (ESG) issues, among other factors, are actively assessed. The Fund’s
investment adviser or sub-adviser (as applicable, the
“
Adviser
”
) considers data on Hermes’ proprietary ESG Dashboard,
which contains a wide range of ESG factors and ranks companies on their behaviors versus peers. In making its
investment decisions, the Adviser will seek to consider ESG issues with regards to the holding of either individual
securities or various categories or classes of securities. These ESG considerations are intended to provide guidance on
achieving best practice standards of corporate governance and equity stewardship in order to make informed
investment decisions.
The Fund may also invest in and/or gain exposure to securities of other investment companies, exchange-traded funds,
real estate investment trusts (REITs) and money market funds including funds advised by the Fund’s Adviser or
its affiliates.
In managing the assets of the Fund, the Adviser will seek to identify companies that, in its view, provide the potential
for long-term capital appreciation. The Adviser will therefore, through a fundamental analysis of relevant companies, seek
to identify companies that are undervalued and/or demonstrate attractive growth characteristics. The Adviser seeks to
identify high-quality companies that it believes possess a durable competitive advantage as well as stable, growing
revenues and cash flow. This is done in order to ascertain whether the companies may provide the potential for long-term
capital appreciation notwithstanding that equities of such companies may, at the time of purchase (in the Adviser’s
opinion), be undervalued. In addition, the Adviser believes that companies that are well governed are more likely to avoid
unforeseeable negative impacts and targets such companies. The Adviser will not, save in relation to the capitalization of
companies that may be invested in, be subject to any limitation on the types of companies in which it may invest (either in
terms of industry or focus).
In making its investment decisions, the Adviser will seek to consider its corporate governance and/or responsible
investment policies (
“
CGRI Guidelines
”
) with regards to the holding of either individual securities or various categories or
classes of securities. The CGRI Guidelines are intended to provide guidance on achieving best practice standards of
corporate governance and equity stewardship in order to make informed investment decisions.
The Fund may invest in futures contracts to implement elements of its investment strategy, including for cash flow
management, cost effectiveness, and gaining exposure to certain markets and securities in a quicker and/or more efficient
manner. There can be no assurance that the Fund’s use of futures contracts will work as intended. Futures contract
investments made by the Fund are included within the Fund’s 80% policy (as described below) and are calculated at
market value.
The Fund will invest its assets so that, under normal circumstances, at least 80% of its net assets (plus any borrowings
for investment purposes) are invested in equity securities of small to mid-capitalization (SMID) companies. The Fund will
notify shareholders at least 60 days in advance of any change in its investment policy that would permit the Fund to invest,
under normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in investments
in equity securities of SMID companies. For purposes of this limitation, small- to mid-capitalization companies will
normally be defined as companies with market capitalizations similar to the constituents of the Fund’s benchmark, the
Russell 2500 Index. Such definition will be applied at the time of investment and the Adviser will not be required to sell a
stock because a company’s market capitalization has grown larger than the range of small- to mid-capitalization stocks in
the Russell 2500 Index.
Portfolio Turnover
The Fund actively trades its portfolio securities in an attempt to achieve its investment objective. Active trading will
cause the Fund to have an increased portfolio turnover rate and increase the Fund’s trading costs, which may have an
adverse impact on the Fund’s performance. An active trading strategy will likely result in the Fund generating more
short-term capital gains or losses. Short-term gains are generally taxed at a higher rate than long-term gains. Any
short-term losses are used first to offset short-term gains.
TEMPORARY INVESTMENTS
The Fund may temporarily depart from its principal investment strategies by investing its assets in shorter-term debt
securities and similar obligations or holding cash. It may do this in response to unusual circumstances, such as: adverse
market, economic or other conditions (for example, to help avoid potential losses, or during periods when there is a
shortage of appropriate securities); to maintain liquidity to meet shareholder redemptions; or to accommodate cash
inflows. It is possible that when the Fund takes temporary defensive positions, these positions could affect the Fund’s
investment returns and/or the Fund may not achieve its investment objectives.
What are the Fund’s Principal Investments?
The following provides general information on the Fund’s principal investments. The Fund’s Statement of Additional
Information (SAI) provides information about the Fund’s non-principal investments and may provide additional
information about the Fund’s principal investments.
Equity Securities
Equity securities represent a share of an issuer’s earnings and assets, after the issuer pays its liabilities. The Fund cannot
predict the income it will receive from equity securities because issuers generally have discretion as to the payment of any
dividends or distributions. However, equity securities offer greater potential for appreciation than many other types of
securities, because their value increases directly with the value of the issuer’s business.
The following describes the equity securities in which the Fund principally invests.
Common Stocks
Common stocks are the most prevalent type of equity security. Common stocks receive the issuer’s earnings after the
issuer pays its creditors and any preferred stockholders. As a result, changes in an issuer’s earnings directly influence the
value of its common stock.
Preferred Stocks
Preferred stocks have the right to receive specified dividends or distributions before the issuer makes payments on its
common stock. Some preferred stocks also participate in dividends and distributions paid on common stock. Preferred
stocks may also permit the issuer to redeem the stock.
Real Estate Investment Trusts (REITs)
REITs are real estate investment trusts (including foreign REITs and REIT-like entities) that lease, operate and finance
commercial real estate. REITs in the United States are exempt from federal corporate income tax if they limit their
operations and distribute most of their income. Such tax requirements limit a U.S. REIT’s ability to respond to changes in
the commercial real estate market.
Foreign Securities
Foreign securities are securities of issuers based outside the United States. To the extent a Fund invests in securities
included in its applicable broad-based securities market index, the Fund may consider an issuer to be based outside the
United States if the applicable index classifies the issuer as based outside the United States. Accordingly, the Fund may
consider an issuer to be based outside the United States if the issuer satisfies at least one, but not necessarily all, of
the following:
■
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.
Foreign securities are primarily denominated in foreign currencies. Along with the risks normally associated with
domestic securities of the same type, foreign securities are subject to currency risks and risks of foreign investing.
Depositary Receipts and Domestically Traded Securities of Foreign Issuers (Types of Foreign Equity Securities)
Depositary receipts represent interests in underlying securities issued by a foreign company. Depositary receipts are not
traded in the same market as the underlying security. American Depositary Receipts (ADRs) provide a way to buy shares
of foreign-based companies in the United States rather than in overseas markets. ADRs are also traded in U.S. dollars,
eliminating the need for foreign exchange transactions. The foreign securities underlying European Depositary Receipts,
Global Depositary Receipts and International Depositary Receipts are traded globally or outside the United States.
Depositary receipts involve many of the same risks of investing directly in foreign securities, including currency risks and
risks of foreign investing. The Fund may also invest in securities issued directly by foreign companies and traded in
U.S. dollars in U.S. markets.
Investing in Securities of Other Investment Companies
The Fund may invest its assets in securities of other investment companies, including the securities of affiliated money
market funds, as an efficient means of implementing its investment strategies and/or managing its uninvested cash. These
other investment companies are managed independently of the Fund and incur additional fees and/or expenses which
would, therefore, be borne indirectly by the Fund in connection with any such investment. However, the Adviser believes
that the benefits and efficiencies of this approach should outweigh the potential additional fees and/or expenses. The Fund
may invest in money market securities directly.
Investing in Exchange-Traded Funds
The Fund may invest in exchange-traded funds (ETFs) as an efficient means of carrying out its investment strategies. As
with traditional mutual funds, ETFs charge asset-based fees, although these fees tend to be relatively low. ETFs are traded
on stock exchanges or on the over-the-counter market. ETFs do not charge initial sales charges or redemption fees and
investors pay only customary brokerage fees to buy and sell ETF shares.
Derivative Contracts
Derivative contracts are financial instruments that require payments based upon changes in the values of designated
securities, commodities, currencies, indices, or other assets or instruments including other derivative contracts, (each a
“
Reference Instrument
”
and collectively,
“
Reference Instruments
”
). Each party to a derivative contract may sometimes be
referred to as a counterparty. Some derivative contracts require payments relating to an actual, future trade involving the
Reference Instrument. These types of derivatives are frequently referred to as
“
physically settled
”
derivatives. Other
derivative contracts require payments relating to the income or returns from, or changes in the market value of, a
Reference Instrument. These types of derivatives are known as
“
cash-settled
”
derivatives, since they require cash
payments in lieu of delivery of the Reference Instrument.
Many derivative contracts are traded on securities or commodities exchanges. In this case, the exchange sets all the
terms of the contract except for the price. Investors make payments due under their contracts through the exchange. Most
exchanges require investors to maintain margin accounts through their brokers to cover their potential obligations to the
exchange. Parties to the contract make (or collect) daily payments to the margin accounts to reflect losses (or gains) in the
value of their contracts. This protects investors against potential defaults by the other party to the contract. Trading
contracts on an exchange also allows investors to close out their contracts by entering into offsetting contracts.
The Fund may also trade derivative contracts over-the-counter (OTC) in transactions negotiated directly between the
Fund and a financial institution. OTC contracts do not necessarily have standard terms, so they may be less liquid and
more difficult to close out than exchange-traded contracts. In addition, OTC contracts with more specialized terms may be
more difficult to value than exchange-traded contracts, especially in times of financial stress.
The market for swaps and other OTC derivatives was largely unregulated prior to the enactment of federal legislation
known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
“
Dodd-Frank Act
”
). Regulations enacted
by the Commodity Futures Trading Commission (the CFTC) under the Dodd-Frank Act require the Fund to clear certain
swap contracts through a clearing house or central counterparty (a CCP).
To clear a swap through the CCP, the Fund will submit the contract to, and post margin with, a futures commission
merchant (FCM) that is a clearing house member. The Fund may enter into the swap with a financial institution other than
the FCM and arrange for the contract to be transferred to the FCM for clearing, or enter into the contract with the FCM
itself. If the Fund must centrally clear a transaction, the CFTC’s regulations also generally require that the swap be
executed on a registered exchange or through a market facility that is known as a swap execution facility or SEF. Central
clearing is presently required only for certain swaps; the CFTC is expected to impose a mandatory central clearing
requirement for additional derivative instruments over time.
The CCP, SEF and FCM are all subject to regulatory oversight by the CFTC. In addition, most derivative market
participants are now regulated as swap dealers or major swap participants and are subject to certain minimum capital and
margin requirements and business conduct standards. Similar regulatory requirements are expected to apply to derivative
contracts that are subject to the jurisdiction of the SEC, although the SEC has not yet finalized its regulations. In addition,
uncleared OTC swaps will be subject to regulatory collateral requirements that could adversely affect the Fund’s ability to
enter into swaps in the OTC market. These developments could cause the Fund to terminate new or existing swap
agreements or to realize amounts to be received under such instruments at an inopportune time.
Until the mandated rulemaking and regulations are implemented completely, it will not be possible to determine the
complete impact of the Dodd-Frank Act and related regulations on the Fund.
Depending on how the Fund uses derivative contracts and the relationships between the market value of a derivative
contract and the Reference Instrument, derivative contracts may increase or decrease the Fund’s exposure to the risks of
the Reference Instrument, and may also expose the Fund to liquidity and leverage risks. OTC contracts also expose the
Fund to credit risks in the event that a counterparty defaults on the contract, although this risk may be mitigated by
submitting the contract for clearing through a CCP.
Payment obligations arising in connection with derivative contracts are frequently required to be secured with margin
(which is commonly called
“
collateral
”
).
The Fund may invest in a derivative contract if it is permitted to own, invest in, or otherwise have economic exposure to
the Reference Instrument. The Fund is not required to own a Reference Instrument in order to buy or sell a derivative
contract relating to that Reference Instrument. The Fund may trade in the following specific types and/or combinations of
derivative contracts.
Futures Contracts (A Type of Derivative)
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a
Reference Instrument at a specified price, date and time. Entering into a contract to buy a Reference Instrument is
commonly referred to as buying a contract or holding a long position in the asset. Entering into a contract to sell a
Reference Instrument is commonly referred to as selling a contract or holding a short position in the Reference Instrument.
Futures contracts are considered to be commodity contracts. The Adviser has claimed an exclusion from the definition of
the term
“
commodity pool operator
”
under the Commodity Exchange Act with respect to the Fund and, therefore, is not
subject to registration or regulation with respect to the Fund. Futures contracts traded OTC are frequently referred to as
forward contracts. The Fund can buy or sell financial futures (such as index futures and security futures), as well as
currency futures and currency forward contracts.
OTHER INVESTMENTS, TRANSACTIONS, TECHNIQUES
Asset Segregation
In order to cover its obligations in connection with derivative contracts or special transactions, the Fund will either own
the underlying assets, enter into offsetting transactions or set aside cash or readily marketable securities in each case, as
provided by the SEC or SEC staff guidance. This requirement may cause the Fund to miss favorable trading opportunities,
due to a lack of sufficient cash or readily marketable securities. This requirement may also cause the Fund to realize losses
on offsetting or terminated derivative contracts or special transactions.
What are the Specific Risks of Investing in the Fund?
The following describes the principal risks associated with the Fund’s principal investments, including the risks to
which the Fund’s portfolio as a whole is expected to be subject and the circumstances reasonably likely to affect adversely
the Fund’s net asset value and total return. Any additional risks associated with the Fund’s non-principal investments are
described in the Fund’s SAI. The Fund’s SAI also may provide additional information about the risks associated with the
Fund’s principal investments.
Stock Market Risk
The value of equity securities in the Fund’s portfolio will rise and fall over time. These fluctuations could be a sustained
trend or a drastic movement. Historically, the equity market has moved in cycles, and the value of the Fund’s securities
may fluctuate from day to day. The Fund’s portfolio will reflect changes in prices of individual portfolio stocks or general
changes in stock valuations. Consequently, the Fund’s Share price may decline. The Adviser attempts to manage market
risk by limiting the amount the Fund invests in each company’s equity securities. However, diversification will not protect
the Fund against widespread or prolonged declines in the stock market.
Information publicly available about a company, whether from the company’s financial statements or other disclosures
or from third parties, or information available to some but not all market participants, can affect the price of a company’s
shares in the market. The price of a company’s shares depends significantly on the information publicly available about
the company. The reporting of poor results by a company, the restatement of a company’s financial statements or
corrections to other information regarding a company or its business may adversely affect the price of its shares, as would
allegations of fraud or other misconduct by the company’s management. The Fund may also be disadvantaged if some
market participants have access to material information not readily available to other market participants, including
the Fund.
Small-Cap Company Risk
The Fund may invest in small capitalization (or
“
small-cap
”
) companies. Market capitalization is determined by
multiplying the number of a company’s outstanding shares by the current market price per share. Generally, the smaller
the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more
volatile its price. Companies with smaller market capitalizations also tend to have unproven track records, a limited
product or service base and limited access to capital. Newer companies with unproven business strategies also tend to be
smaller companies. The above factors increase risks and make these companies more likely to fail than companies with
larger market capitalizations, and could increase the volatility of the Fund’s portfolio and performance. Shareholders
should expect that the value of the Fund’s Shares will be more volatile than a fund that invests exclusively in mid-cap or
large-cap companies.
Mid-Cap Company Risk
The Fund may invest in mid-capitalization (or
“
mid-cap
”
) companies. Market capitalization is determined by
multiplying the number of a company’s outstanding shares by the current market price per share. Mid-cap companies often
have narrower markets and limited managerial and financial resources compared to larger, more established companies.
The performance of mid-cap companies can be more volatile and they face greater risk of business failure, compared to
larger, more established companies, which could increase the volatility of the Fund’s portfolio and performance.
Shareholders should expect that the value of the Fund’s Shares will be more volatile than a fund that invests exclusively in
large-cap companies.
Environmental, Social and Governance Risk
The Adviser considers environmental, social and governance (ESG) issues as part of its security selection process. ESG
factors are not the only factors considered by the Adviser and there is no guarantee the companies in which the Fund
invests will be considered ESG companies or have high ESG ratings. Such considerations may fail to produce the
intended result.
REAL ESTATE INVESTMENT TRUST RISK
Real estate investment trusts (REITs), including foreign REITs and REIT-like entities, are subject to risks associated
with the ownership of real estate. Some REITs experience market risk due to investment in a limited number of properties,
in a narrow geographic area, or in a single property type, which increases the risk that such REIT could be unfavorably
affected by the poor performance of a single investment or investment type. These companies are also sensitive to factors
such as changes in real estate values and property taxes, interest rates, cash flow of underlying real estate assets, supply
and demand and the management skill and creditworthiness of the issuer. Borrowers could default on or sell investments
that a REIT holds, which could reduce the cash flow needed to make distributions to investors. In addition, REITs may
also be affected by tax and regulatory requirements impacting the REITs’ ability to qualify for preferential tax treatments
or exemptions. REITs require specialized management and pay management expenses. REITs also are subject to physical
risks to real property, including weather, natural disasters, terrorist attacks, war, or other events that destroy real property.
Foreign REITs and REIT-like entities can also be subject to currency risk, limited public information, illiquid trading and
the impact of local laws.
REITs include equity REITs and mortgage REITs. Equity REITs may be affected by changes in the value of the
underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended.
Further, equity and mortgage REITs are dependent upon management skills and generally may not be diversified. Equity
and mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidations. In
addition, equity and mortgage REITs could possibly fail to qualify for tax-free pass-through of income under applicable
tax laws or to maintain their exemptions from registration under the Investment Company Act of 1940, as amended. The
above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event
of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and
may incur substantial costs associated with protecting its investments. In addition, even many of the larger REITs in the
industry tend to be small to medium-sized companies in relation to the equity markets as a whole.
Effective for taxable years beginning after December 31, 2017, the Tax Cuts and Jobs Act generally allows individuals
and certain non-corporate entities, such as partnerships, a deduction for 20% of qualified REIT dividends. Recently issued
proposed regulations allow a regulated investment company to pass the character of its qualified REIT dividends through
to its shareholders provided certain holding period requirements are met.
Risk of Foreign Investing
Foreign securities pose additional risks because foreign economic or political conditions may be less favorable than
those of the United States. Securities in foreign markets may also be subject to taxation policies that reduce returns for
U.S. investors.
Foreign companies may not provide information (including financial statements) as frequently or to as great an extent as
companies in the United States. Foreign companies may also receive less coverage than U.S. companies by market
analysts and the financial press. In addition, foreign countries may lack uniform accounting, auditing and financial
reporting standards or regulatory requirements comparable to those applicable to U.S. companies. These factors may
prevent the Fund and its Adviser from obtaining information concerning foreign companies that is as frequent, extensive
and reliable as the information available concerning companies in the United States.
Foreign countries may have restrictions on foreign ownership of securities or may impose exchange controls, capital
flow restrictions or repatriation restrictions which could adversely affect the liquidity of the Fund’s investments.
Legal remedies available to investors in certain foreign countries may be more limited than those available with respect
to investments in the United States or in other foreign countries.
The laws of some foreign countries may limit the Fund’s ability to invest in securities of certain issuers organized under
the laws of those countries.
Risk of Investing In Depositary Receipts and Domestically Traded Securities of Foreign Issuers
Because the Fund may invest in ADRs and other domestically traded securities of foreign companies, whether in the
United States or in foreign local markets, the Fund’s Share price may be more affected by foreign economic and political
conditions, taxation policies and accounting and auditing standards than would otherwise be the case. Foreign companies
may not provide information as frequently or to as great an extent as companies in the United States. Foreign companies
may also receive less coverage than U.S. companies by market analysts and the financial press. In addition, foreign
companies may lack uniform accounting, auditing and financial reporting standards or regulatory requirements
comparable to those applicable to U.S. companies. These factors may prevent the Fund and its Adviser from obtaining
information concerning foreign companies that is as frequent, extensive and reliable as the information concerning
companies in the United States.
Currency Risk
Exchange rates for currencies fluctuate daily. The combination of currency risk and market risks tends to make
securities traded in foreign markets more volatile than securities traded exclusively in the United States.
Investing in currencies or securities denominated in a foreign currency, entails risk of being exposed to a currency that
may not fully reflect the strengths and weaknesses of the economy of the country or region utilizing the currency. In
addition, it is possible that a currency (such as, for example, the euro) could be abandoned in the future by countries that
have already adopted its use, and the effects of such an abandonment on the applicable country and the rest of the
countries utilizing the currency are uncertain but could negatively affect the Fund’s investments denominated in the
currency. If a currency used by a country or countries is replaced by another currency, the Fund’s Adviser would evaluate
whether to continue to hold any investments denominated in such currency, or whether to purchase investments
denominated in the currency that replaces such currency, at the time. Such investments may continue to be held, or
purchased, to the extent consistent with the Fund’s investment objective(s) and permitted under applicable law.
Many countries rely heavily upon export-dependent businesses and any strength in the exchange rate between a
currency and the U.S. dollar or other currencies can have either a positive or a negative effect upon corporate profits and
the performance of investments in the country or region utilizing the currency. Adverse economic events within such
country or region may increase the volatility of exchange rates against other currencies, subjecting the Fund’s investments
denominated in such country’s or region’s currency to additional risks.
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.
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
Trading opportunities are more limited for equity securities that are not widely held. This may make it more difficult to
sell or buy a security at a favorable price or time. Consequently, the Fund may have to accept a lower price to sell a
security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect
on the Fund’s performance. Infrequent trading of securities may also lead to an increase in their price volatility.
Liquidity risk also refers to the possibility that the Fund may not be able to sell a security or close out a derivative
contract when it wants to. If this happens, the Fund will be required to continue to hold the security or keep the position
open, and the Fund could incur losses.
OTC derivative contracts generally carry greater liquidity risk than exchange-traded contracts. This risk may be
increased in times of financial stress, if the trading market for OTC derivative contracts becomes restricted.
CUSTODIAL SERVICES AND RELATED INVESTMENT COSTS
Custodial services and other costs relating to investment in international securities markets generally are more
expensive than in the United States. Such markets have settlement and clearance procedures that differ from those in the
United States. In certain markets, there have been times when settlements have been unable to keep pace with the volume
of securities transactions, making it difficult to conduct such transactions. The inability of the Fund to make intended
securities purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Inability
to dispose of a portfolio security caused by settlement problems could result in losses to the Fund due to a subsequent
decline in value of the portfolio security.
Risk of Investing in Derivative Contracts
The Fund’s exposure to derivative contracts (either directly or through its investment in another investment company)
involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other
traditional investments. First, changes in the value of the derivative contracts in which the Fund invests may not be
correlated with changes in the value of the underlying Reference Instruments or, if they are correlated, may move in the
opposite direction than originally anticipated. Second, while some strategies involving derivatives may reduce the risk of
loss, they may also reduce potential gains or, in some cases, result in losses by offsetting favorable price movements in
portfolio holdings. Third, there is a risk that derivative contracts may be erroneously priced or improperly valued and, as a
result, the Fund may need to make increased cash payments to the counterparty. Fourth, exposure to derivative contracts
may have tax consequences to the Fund and its shareholders. For example, derivative contracts may cause the Fund to
realize increased ordinary income or short-term capital gains (which are treated as ordinary income for Federal income tax
purposes) and, as a result, may increase taxable distributions to shareholders. In addition, under certain circumstances
certain derivative contracts may cause the Fund to: (a) incur an excise tax on a portion of the income related to those
contracts; and/or (b) reclassify, as a return of capital, some or all of the distributions previously made to shareholders
during the fiscal year as dividend income. Fifth, a common provision in OTC derivative contracts permits the counterparty
to terminate any such contract between it and the Fund, if the value of the Fund’s total net assets declines below a
specified level over a given time period. Factors that may contribute to such a decline (which usually must be substantial)
include significant shareholder redemptions and/or a marked decrease in the market value of the Fund’s investments. Any
such termination of the Fund’s OTC derivative contracts may adversely affect the Fund (for example, by increasing losses
and/or costs, and/or preventing the Fund from fully implementing its investment strategies). Sixth, the Fund may use a
derivative contract to benefit from a decline in the value of a Reference Instrument. If the value of the Reference
Instrument declines during the term of the contract, the Fund makes a profit on the difference (less any payments the Fund
is required to pay under the terms of the contract). Any such strategy involves risk. There is no assurance that the
Reference Instrument will decline in value during the term of the contract and make a profit for the Fund. The Reference
Instrument may instead appreciate in value creating a loss for the Fund. Seventh, a default or failure by a CCP or an FCM
(also sometimes called a
“
futures broker
”
), or the failure of a contract to be transferred from an Executing Dealer to the
FCM for clearing, may expose the Fund to losses, increase its costs, or prevent the Fund from entering or exiting
derivative positions, accessing margin, or fully implementing its investment strategies. The central clearing of a derivative
and trading of a contract over a SEF could reduce the liquidity in, or increase costs of entering into or holding, any
contracts. Finally, derivative contracts may also involve other risks described in this Prospectus, such as stock market,
credit, currency and liquidity risks.
Counterparty Credit Risk
Credit risk includes the possibility that a party to a transaction (such as a derivative transaction) involving the Fund will
fail to meet its obligations. This could cause the Fund to lose money or to lose the benefit of the transaction or prevent the
Fund from selling or buying other securities to implement its investment strategy.
RISK RELATED TO THE ECONOMY
The value of the Fund’s portfolio may decline in tandem with a drop in the overall value of the markets in which the
Fund invests and/or other markets based on negative developments in the U.S. and global economies. Economic, political
and financial conditions, or industry or economic trends and developments, may, from time to time, and for varying
periods of time, cause volatility, illiquidity or other potentially adverse effects in the financial markets, including the
fixed-income market. The commencement, continuation or ending of government policies and economic stimulus
programs, changes in monetary policy, increases or decreases in interest rates, or other factors or events that affect the
financial markets, including the fixed-income markets, may contribute to the development of or increase in volatility,
illiquidity, shareholder redemptions and other adverse effects which could negatively impact the Fund’s performance. For
example, the value of certain portfolio securities may rise or fall in response to changes in interest rates, which could result
from a change in government policies, and has the potential to cause investors to move out of certain portfolio securities,
including fixed-income securities, on a large scale. This may increase redemptions from funds that hold large amounts of
certain securities and may result in decreased liquidity and increased volatility in the financial markets. Market factors,
such as the demand for particular portfolio securities, may cause the price of certain portfolio securities to fall while the
prices of other securities rise or remain unchanged.
Epidemic and Pandemic Risk
An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in late 2019 and
subsequently spread globally (
“
COVID-19
”
). This coronavirus has resulted in closing borders, enhanced health
screenings, healthcare service preparation and delivery, quarantines, cancellations, and disruptions to supply chains,
workflow operations and consumer activity, as well as general concern and uncertainty. The impact of this
coronavirus may be short-term or may last for an extended period of time and has resulted in a substantial economic
downturn. Health crises caused by outbreaks, such as the coronavirus outbreak, may exacerbate other pre-existing
political, social and economic risks. The impact of this outbreak, and other epidemics and pandemics that may arise in
the future, could continue to negatively affect the worldwide economy, as well as the economies of individual
countries, individual companies, including certain Fund service providers and issuers of the Fund’s investments, and
the markets in general in significant and unforeseen ways. Any such impact could adversely affect the
Fund’s performance.
The United States has responded to the COVID-19 pandemic and resulting economic distress with fiscal and
monetary stimulus packages. In late March 2020, the government passed the Coronavirus Aid, Relief, and Economic
Security Act (the
“
CARES Act
”
), a stimulus package providing for over $2.2 trillion in resources to small businesses,
state and local governments, and individuals that have been adversely impacted by the COVID-19 pandemic. In
addition, in mid-March 2020 theU.S. Federal Reserve (
“
Fed
”
) cut interest rates to historically low levels and has
announced a new round of quantitative easing, including purchases of corporate and municipal government bonds.
The Fed also enacted various programs to support liquidity operations and funding in the financial markets, including
expanding its reverse repurchase agreement operations, adding $1.5 trillion of liquidity to the banking system;
establishing swap lines with other major central banks to provide dollar funding; establishing a program to support
money market funds; easing various bank capital buffers; providing funding backstops for businesses to provide
bridging loans for up to four years; and providing funding to help credit flow in asset-backed securities markets. The
Fed also plans to extend credit to small- and medium-sized businesses.
EXCHANGE-TRADED FUNDS RISK
An investment in an exchange-traded fund (ETF) generally presents the same primary risks as an investment in a
conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies.
The price of an ETF can fluctuate up or down, and the Fund could lose money investing in an ETF if the prices of the
securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not apply to
conventional funds: (i) the market price of an ETF’s shares may trade above or below its net asset value; (ii) an active
trading market for an ETF’s shares may not develop or be maintained; or (iii) trading of an ETF’s shares may be halted if
the listing exchange’s officials deem such action appropriate, the shares are delisted from the exchange or the activation of
market-wide
“
circuit breakers
”
(which are tied to large decreases in stock prices) halts stock trading generally.
Technology Risk
The Adviser uses various technologies in managing the Fund, consistent with its investment objective(s) and strategy
described in this Prospectus. For example, proprietary and third-party data and systems are utilized to support decision-making
for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar
circumstances may impair the performance of these systems, which may negatively affect Fund performance.
What Do Shares Cost?
CALCULATION OF NET ASSET VALUE
When the Fund receives your transaction request in proper form (as described in this Prospectus under the sections
entitled
“
How to Purchase Shares
”
and
“
How to Redeem and Exchange Shares
”
), it is processed at the next calculated net
asset value of a Share (NAV) plus any applicable front-end sales charge (
“
public offering price
”
). A Share’s NAV is
determined as of the end of regular trading on the New York Stock Exchange (NYSE) (normally 4:00 p.m. Eastern time),
each day the NYSE is open. The Fund calculates the NAV of each class by valuing the assets allocated to the Share’s
class, subtracting the liabilities allocated to each class and dividing the balance by the number of Shares of the class
outstanding. The NAV for each class of Shares may differ due to the level of expenses allocated to each class as well as a
result of the variance between the amount of accrued investment income and capital gains or losses allocated to each class
and the amount actually distributed to shareholders of each class. The Fund’s current NAV and/or public offering price
may be found at
FederatedInvestors.com
, via online news sources and in certain newspapers.
You can purchase, redeem or exchange Shares any day the NYSE is open.
When the Fund holds securities that trade principally in foreign markets on days the NYSE is closed, the value of the
Fund’s assets may change on days you cannot purchase or redeem Shares. This may also occur when the U.S. markets for
fixed-income securities are open on a day the NYSE is closed.
In calculating its NAV, the Fund generally values investments as follows:
■
Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale
price or official closing price in their principal exchange or market.
■
Derivative contracts listed on exchanges are valued at their reported settlement or closing price, except that options are
valued at the mean of closing bid and asked quotations.
■
Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service
approved by the Board.
If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, if
the Fund cannot obtain price evaluations from a pricing service or from more than one dealer for an investment within a
reasonable period of time as set forth in the Fund’s valuation policies and procedures, or if information furnished by a
pricing service, in the opinion of the Valuation Committee, is deemed not representative of the fair value of such security,
the Fund uses the fair value of the investment determined in accordance with the procedures generally described below.
There can be no assurance that the Fund could obtain the fair value assigned to an investment if it sold the investment at
approximately the time at which the Fund determines its NAV per share.
Shares of other mutual funds are valued based upon their reported NAVs. The prospectuses for these mutual funds
explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.
Fair Valuation and Significant Events Procedures
The Board has ultimate responsibility for determining the fair value of investments for which market quotations are not
readily available. The Board has appointed a Valuation Committee comprised of officers of the Fund, the Adviser and
certain of the Adviser’s affiliated companies to assist in determining fair value and in overseeing the calculation of the
NAV. The Board has also authorized the use of pricing services recommended by the Valuation Committee to provide fair
value evaluations of the current value of certain investments for purposes of calculating the NAV. In the event that market
quotations and price evaluations are not available for an investment, the Valuation Committee determines the fair value of
the investment in accordance with procedures adopted by the Board. The Board periodically reviews and approves the fair
valuations made by the Valuation Committee and any changes made to the procedures. The Fund’s SAI discusses the
methods used by pricing services and the Valuation Committee to assist the Board in valuing investments.
Using fair value to price investments may result in a value that is different from an investment’s most recent closing
price and from the prices used by other mutual funds to calculate their NAVs. The application of the fair value procedures
to an investment represent a good faith determination of such investment’s fair value. There can be no assurance that the
Fund could obtain the fair value assigned to an investment if it sold the investment at approximately the time at which the
Fund determines its NAV per share, and the actual value could be materially different.
The Board also has adopted procedures requiring an investment to be priced at its fair value whenever the Adviser
determines that a significant event affecting the value of the investment has occurred between the time as of which the
price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is
considered significant if there is both an affirmative expectation that the investment’s value will change in response to the
event and a reasonable basis for quantifying the resulting change in value.
Examples of significant events that may occur after the close of the principal market on which a security is traded, or
after the time of a price evaluation provided by a pricing service or a dealer, include:
■
With respect to securities traded principally in foreign markets, significant trends in U.S. equity markets or in the
trading of foreign securities index futures contracts;
■
Political or other developments affecting the economy or markets in which an issuer conducts its operations or its
securities are traded; and
■
Announcements concerning matters such as acquisitions, recapitalizations or litigation developments or a natural
disaster affecting the issuer’s operations or regulatory changes or market developments affecting the issuer’s industry.
The Board has adopted procedures whereby the Valuation Committee uses a pricing service to provide factors to update
the fair value of equity securities traded principally in foreign markets from the time of the close of their respective foreign
stock exchanges to the pricing time of the Fund. For other significant events, the Fund may seek to obtain more current
quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the
Valuation Committee will determine the fair value of the investment using another method approved by the Board. The
Board has ultimate responsibility for any fair valuations made in response to a significant event.
The fair valuation of securities following a significant event can serve to reduce arbitrage opportunities for short-term
traders to profit at the expense of long-term investors in the Fund. For example, such arbitrage opportunities may exist
when the market on which portfolio securities are traded closes before the Fund calculates its NAV, which is typically the
case with Asian and European markets. However, there is no assurance that these significant event procedures will prevent
dilution of the NAV by short-term traders. See
“
Account and Share Information
–
Frequent Trading Policies
”
for other
procedures the Fund employs to deter such short-term trading.
COMMISSIONS ON CERTAIN SHARES
The Fund does not charge any front-end load, deferred sales charge or other asset-based fee for sales or distribution of
IS Shares. However, if you purchase IS Shares through a broker acting solely as an agent on behalf of its customers, you
may be required to pay a commission to the broker in an amount determined and separately disclosed to you by the broker.
Because the Fund is not a party to any such commission arrangement between you and your broker, any purchases and
redemptions of IS Shares will be made at the applicable net asset value (before imposition of the sales commission). Any
such commissions charged by a broker are not reflected in the fees and expenses listed in the
“
Risk/Return Summary: Fees
and Expenses
”
section of the Fund’s Prospectus and described above nor are they reflected in the
“
Performance: Bar Chart
and Table,
”
because they are not charged by the Fund.
Shares of the Fund are available in other share classes that have different fees and expenses.
How is the Fund Sold?
The Fund has established the following Share classes: Class A Shares (A), Class C Shares (C), Institutional Shares (IS)
and Class R6 Shares (R6), each representing interests in a single portfolio of securities. This Prospectus relates to the
Institutional Shares. All Share classes have different sales charges and/or other expenses which affect their performance.
As of the date of this Prospectus, only the IS Class is being offered. Class A Shares, Class C Shares and Class R6 Shares
are not currently offered for sale. Please note that certain purchase restrictions may apply. Contact your financial
intermediary or call 1-800-341-7400 for more information concerning the other classes.
Under the Distributor’s Contract with the Fund, the Distributor, Federated Securities Corp., offers Shares on a
continuous, best-efforts basis. The Distributor is a subsidiary of Federated Hermes, Inc., (
“
Federated Hermes,
”
formerly,
Federated Investors, Inc.).
IS Class
The Fund’s Distributor markets the IS class to Eligible Investors, as described below. In connection with a request to
purchase the IS class, you should provide documentation sufficient to verify your status as an Eligible Investor. As a
general matter, the IS class is not available for direct investment by natural persons.
The following categories of Eligible Investors are not subject to any minimum initial investment amount for the
purchase of the IS class (however, such accounts remain subject to the Fund’s policy on
“
Accounts with Low Balances
”
as
discussed later in this Prospectus):
■
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.
The following categories of Eligible Investors are subject to applicable minimum initial investment amounts for the
purchase of the IS class (see
“
How to Purchase Shares
”
below):
■
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.
Intra-Fund Share Conversion Program
A shareholder in the Fund’s Shares may convert their Shares at net asset value to any other share class of the Fund if the
shareholder meets the investment minimum and eligibility requirements for the share class into which the conversion is
sought, as applicable. The share conversion program is not applicable to the Fund’s Class A Shares and Class C Shares
subject to a contingent deferred sales charge, if applicable. For Class C Shares purchased through a financial intermediary
after June 30, 2017, such shares may only be converted to another share class of the same Fund if: (i) the shares are no
longer subject to a CDSC or the financial intermediary agrees to reimburse the Fund’s distributor the CDSC otherwise
payable upon the sale of such shares; (ii) the shareholder meets the investment minimum and eligibility requirements for
the share class into which the conversion is sought, as applicable; and (iii) (a) the conversion is made to facilitate the
shareholder’s participation in a self-directed brokerage (non-advice) account or a fee-based advisory program offered by
the intermediary; or (b) the conversion is part of a multiple-client transaction through a particular financial intermediary as
pre-approved by the Fund’s Administrator. Such conversion of classes should not result in a realization event for tax
purposes. Contact your financial intermediary or call 1-800-341-7400 to convert your Shares.
As of the date of this Prospectus, Class A Shares, Class C Shares and Class R6 Shares of the Fund are not
being offered.
Payments to Financial Intermediaries
The Fund and its affiliated service providers may pay fees as described below to financial intermediaries (such as
broker-dealers, banks, investment advisers or third-party administrators) whose customers are shareholders of the Fund.
RECORDKEEPING FEES
The Fund may pay Recordkeeping Fees on an average-net-assets basis or on a per-account-per-year basis to financial
intermediaries for providing recordkeeping services to the Fund and its shareholders. If a financial intermediary receives
Recordkeeping Fees on an account, it is not eligible to also receive Networking Fees on that same account.
networking fees
The Fund may reimburse Networking Fees on a per-account-per-year basis to financial intermediaries for providing
administrative services to the Fund and its shareholders on certain non-omnibus accounts. If a financial intermediary
receives Networking Fees on an account, it is not eligible to also receive Recordkeeping Fees on that same account.
ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES
The Distributor may pay out of its own resources amounts to certain financial intermediaries, including broker-dealers,
banks, registered investment advisers, independent financial planners and retirement plan administrators, that support the
sale of Shares or provide services to Fund shareholders. The amounts of these payments could be significant, and may
create an incentive for the financial intermediary or its employees or associated persons to recommend or sell Shares of the
Fund to you. Not all financial intermediaries receive such payments, and the amount of compensation may vary by
intermediary. In some cases, such payments may be made by or funded from the resources of companies affiliated with the
Distributor (including the Adviser). These payments are not reflected in the fees and expenses listed in the fee table
section of the Fund’s Prospectus and described above because they are not paid by the Fund.
These payments are negotiated and may be based on such factors as: the number or value of Shares that the financial
intermediary sells or may sell; the value of client assets invested; the level and types of services or support furnished by
the financial intermediary; or the Fund’s and/or other Federated Hermes funds’ relationship with the financial
intermediary. These payments may be in addition to payments, as described above, made by the Fund to the financial
intermediary. In connection with these payments, the financial intermediary may elevate the prominence or profile of the
Fund and/or other Federated Hermes funds, within the financial intermediary’s organization by, for example, placement on
a list of preferred or recommended funds and/or granting the Distributor preferential or enhanced opportunities to promote
the funds in various ways within the financial intermediary’s organization. In addition, as discussed above in
“
Commissions on Certain Shares,
”
if you purchase IS Shares through a broker acting solely as an agent on behalf of its
customers, you may be required to pay a commission to the broker in an amount determined and separately disclosed to
you by the broker. You can ask your financial intermediary for information about any payments it receives from the
Distributor or the Fund and any services provided, as well as about fees and/or commissions it charges.
How to Purchase Shares
You may purchase Shares of the Fund any day the NYSE is open. Shares will be purchased at the NAV next calculated
after your investment is received by the Fund, or its agent, in proper form. The Fund reserves the right to reject any request
to purchase or exchange Shares. New investors must submit a completed New Account Form. All accounts, including
those for which there is no minimum initial investment amount required, are subject to the Fund’s policy on
“
Accounts
with Low Balances
”
as discussed later in this Prospectus.
Where the Fund offers more than one Share class and you do not specify the class choice on your New Account Form or
form of payment (e.g
.,
Federal Reserve wire or check), you automatically will receive the A class.
For important account information, see the section
“
Security and Privacy Protection.
”
Eligible investors may purchase Shares through a financial intermediary, directly from the Fund or through an exchange
from another Federated Hermes fund in the manner described above under
“
How is the Fund Sold?
”
Where applicable, the required minimum initial investment for the IS class is generally $1,000,000. There is no
minimum subsequent investment amount.
THROUGH A FINANCIAL INTERMEDIARY
■
Establish an account with the financial intermediary; and
■
Submit your purchase order to the financial intermediary before the end of regular trading on the NYSE (normally
4:00 p.m.Eastern time).
The Fund has authorized certain intermediaries to accept Share purchase orders on its behalf. When authorized
intermediaries receive an order in proper form, the order is considered as being placed with the Fund, and Shares will be
bought at the NAV next calculated after such an order is received by the authorized intermediary. If your financial
intermediary is not an authorized intermediary, the Fund or its agent must receive the purchase order in proper form from
your financial intermediary by the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time) in order for your
transaction to be priced at that day’s NAV. In addition, your financial intermediary must forward your payment by the
prescribed trade settlement date (typically within one to three business days) to the Fund’s transfer agent, State Street
Bank and Trust Company (
“
Transfer Agent
”
). You will become the owner of Shares and receive dividends when your
payment is received in accordance with these time frames (provided that, if payment is received in the form of a check, the
check clears). If your payment is not received in accordance with these time frames, or a check does not clear, your
purchase will be canceled and you could be liable for any losses, fees or expenses incurred by the Fund or the Fund’s
Transfer Agent.
Financial intermediaries should send payments according to the instructions in the sections
“
By Wire
”
or
“
By Check.
”
Financial intermediaries may impose higher or lower minimum investment requirements on their customers than those
imposed by the Fund. Keep in mind that financial intermediaries may charge you fees for their services in connection with
your Share transactions.
Shareholders are encouraged to ask their financial intermediary if they are an authorized agent for the Fund and about
any fees that may be charged by the financial intermediary.
DIRECTLY FROM THE FUND
■
Establish your account with the Fund by submitting a completed New Account Form; and
■
Send your payment to the Fund by Federal Reserve wire or check.
You will become the owner of Shares and your Shares will be priced at the next calculated NAV after the Fund receives
your wire or your check. If your check does not clear, your purchase will be canceled and you could be liable for any
losses or fees incurred by the Fund or the Fund’s Transfer Agent.
By Wire
To facilitate processing your order, please call the Fund before sending the wire. Send your wire to:
State Street Bank and Trust Company
Boston, MA
Dollar Amount of Wire
ABA Number 011000028
BNF: 23026552
Attention: Federated Hermes EDGEWIRE
Wire Order Number, Dealer Number or Group Number
Nominee/Institution Name
Fund Name and Number and Account Number
You cannot purchase Shares by wire on holidays when wire transfers are restricted.
By Check
Make your check payable to
The Federated Hermes Funds
, note your account number on the check, and send it to:
The Federated Hermes Funds
P.O. Box 219318
Kansas City, MO 64121-9318
If you send your check by a
private courier or overnight delivery service
that requires a street address, send it to:
The Federated Hermes Funds
430 W 7
th
Street
Suite 219318
Kansas City, MO 64105-1407
Payment should be made in U.S. dollars and drawn on a U.S. bank. The Fund reserves the right to reject
any
purchase
request. For example, to protect against check fraud the Fund may reject any purchase request involving a check that is not
made payable to
The Federated Hermes Funds
(including, but not limited to, requests to purchase Shares using
third-party checks) or involving temporary checks or credit card checks.
By Direct Deposit
You may establish Payroll Deduction/Direct Deposit arrangements for investments into the Fund by either calling a
Client Service Representative at 1-800-341-7400; or by completing the Payroll Deduction/Direct Deposit Form, which is
available on
FederatedInvestors.com
under
“
Resources
”
and then
“
Literature and Forms,
”
then
“
Forms.
”
You will receive
a confirmation when this service is available.
THROUGH AN EXCHANGE
You may purchase Fund Shares through an exchange from another Federated Hermes fund. To do this you must:
■
meet any applicable shareholder eligibility requirements;
■
ensure that the account registrations are identical;
■
meet any applicable minimum initial investment requirements; and
■
receive a prospectus for the fund into which you wish to exchange.
An exchange is treated as a redemption and a subsequent purchase, and is a taxable transaction. The Fund reserves the
right to reject any request to purchase or exchange Shares. The Fund may modify or terminate the exchange privilege at
any time.
You may purchase Shares through an exchange from 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 Obligations
Fund, Federated Hermes Institutional Prime Value Obligations Fund, no-load Class A Shares and Class R Shares of
any Fund.
By Online Account Services
You may access your accounts online to purchase shares through
FederatedInvestors.com
’s Shareholder Account
Access system once you have registered for access. Online transactions may be subject to certain limitations including
limitations as to the amount of the transaction. For more information about the services available through Shareholder
Account Access, please visit
FederatedInvestors.com
and select
“
Sign In
”
and
“
Access and Manage Investments,
”
or call
(800) 245-4770 to speak with a Client Service Representative.
BY SYSTEMATIC INVESTMENT PROGRAM (SIP)
Once you have opened an account, you may automatically purchase additional Shares on a regular basis by completing
the SIP section of the New Account Form or by contacting the Fund or your financial intermediary. The minimum
investment amount for SIPs is $50.
BY AUTOMATED CLEARING HOUSE (ACH)
Once you have opened an account, you may purchase additional Shares through a depository institution that is an ACH
member. This purchase option can be established by completing the appropriate sections of the New Account Form.
How to Redeem and Exchange Shares
You should redeem or exchange Shares:
■
through a financial intermediary if you purchased Shares through a financial intermediary; or
■
directly from the Fund if you purchased Shares directly from the Fund.
Shares of the Fund may be redeemed for cash, or exchanged for shares of other Federated Hermes funds as described
herein, on days on which the Fund computes its NAV. Redemption requests may be made by telephone or in writing.
Redemption proceeds normally are wired or mailed within one business day for each method of payment after receiving
a timely request in proper form. Depending upon the method of payment, when shareholders receive redemption proceeds
can differ. Payment may be delayed for up to seven days under certain circumstances (see
“
Limitations on
Redemption Proceeds
”
).
For important account information, see the section
“
Security and Privacy Protection.
”
THROUGH A FINANCIAL INTERMEDIARY
Submit your redemption or exchange request to your financial intermediary by the end of regular trading on the NYSE
(normally 4:00 p.m. Eastern time). The redemption amount you will receive is based upon the next calculated NAV after
the Fund receives the order from your financial intermediary.
DIRECTLY FROM THE FUND
By Telephone
You may redeem or exchange Shares by simply calling the Fund at 1-800-341-7400.
If you call before the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time), you will receive a
redemption amount based on that day’s NAV.
By Mail
You may redeem or exchange Shares by sending a written request to the Fund.
You will receive a redemption amount based on the next calculated NAV after the Fund receives your written request in
proper form.
Send requests by mail to:
The Federated Hermes Funds
P.O. Box 219318
Kansas City, MO 64121-9318
Send requests by
private courier or overnight delivery service
to:
The Federated Hermes Funds
430 W 7
th
Street
Suite 219318
Kansas City, MO 64105-1407
All requests must include:
■
Fund name and Share class, account number and account registration;
■
amount to be redeemed or exchanged;
■
signatures of all shareholders exactly as registered; and
■
if exchanging
, the Fund name and Share class, account number and account registration into which you
are exchanging.
Call your financial intermediary or the Fund if you need special instructions.
Signature Guarantees
Signatures must be guaranteed by a financial institution which is a participant in a Medallion signature guarantee
program if:
■
your redemption will be sent to an address other than the address of record;
■
your redemption will be sent to an address of record that was changed within the last 30 days;
■
a redemption is payable to someone other than the shareholder(s) of record; or
■
transferring into another fund with a different shareholder registration.
A Medallion signature guarantee is designed to protect your account from fraud. Obtain a Medallion signature guarantee
from a bank or trust company, savings association, credit union or broker, dealer or securities exchange member.
A notary
public cannot provide a signature guarantee.
By Online Account Services
You may access your accounts online to redeem or exchange shares through
FederatedInvestors.com
’s Shareholder
Account Access system once you have registered for access. Online transactions may be subject to certain limitations
including limitations as to the amount of the transaction. For more information about the services available through
Shareholder Account Access, please visit
FederatedInvestors.com
and select
“
Sign In
”
and
“
Access and Manage
Investments,
”
or call (800) 245-4770 to speak with a Client Service Representative.
PAYMENT METHODS FOR REDEMPTIONS
Your redemption proceeds will be mailed by check to your address of record. The following payment options are
available if you complete the appropriate section of the New Account Form or an Account Service Options Form. These
payment options require a signature guarantee if they were not established when the account was opened:
■
An electronic transfer to your account at a financial institution that is an ACH member; or
■
Wire payment to your account at a domestic commercial bank that is a Federal Reserve System member.
Methods the Fund May Use to Meet Redemption Requests
The Fund intends to pay Share redemptions in cash. To ensure that the Fund has cash to meet Share redemptions on any
day, the Fund typically expects to hold a cash or cash equivalent reserve or sell portfolio securities.
In unusual or stressed circumstances, the Fund may generate cash in the following ways:
■
Inter-fund Borrowing and Lending.
The SEC has granted an exemption that permits the Fund and all other funds
advised by subsidiaries of Federated 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.
LIMITATIONS ON REDEMPTION PROCEEDS
Redemption proceeds normally are wired or mailed within one business day after receiving a request in proper form.
Payment may be delayed for up to seven days:
■
to allow your purchase to clear (as discussed below);
■
during periods of market volatility;
■
when a shareholder’s trade activity or amount adversely impacts the Fund’s ability to manage its assets; or
■
during any period when the Federal Reserve wire or applicable Federal Reserve banks are closed, other than customary
weekend and holiday closings.
If you request a redemption of Shares recently purchased by check (including a cashier’s check or certified check),
money order, bank draft or ACH, your redemption proceeds may not be made available for up to seven calendar days to
allow the Fund to collect payment on the instrument used to purchase such Shares. If the purchase instrument does not
clear, your purchase order will be canceled and you will be responsible for any losses incurred by the Fund as a result of
your canceled order.
In addition, the right of redemption may be suspended, or the payment of proceeds may be delayed (including beyond
seven days), during any period:
■
when the NYSE is closed, other than customary weekend and holiday closings;
■
when trading on the NYSE is restricted, as determined by the SEC;
■
in which an emergency exists, as determined by the SEC, so that disposal of the Fund’s investments or determination of
its NAV is not reasonably practicable; or
■
as the SEC may by order permit for the protection of Fund shareholders.
You will not accrue interest or dividends on uncashed redemption checks from the Fund when checks are undeliverable
and returned to the Fund.
EXCHANGE PRIVILEGE
You may exchange Shares of the Fund. To do this, you must:
■
meet any applicable shareholder eligibility requirements;
■
ensure that the account registrations are identical;
■
meet any applicable minimum initial investment requirements; and
■
receive a prospectus for the fund into which you wish to exchange.
An exchange is treated as a redemption and a subsequent purchase, and is a taxable transaction. The Fund reserves the
right to reject any request to purchase or exchange Shares. The Fund may modify or terminate the exchange privilege at
any time.
In addition, the Fund may terminate your exchange privilege if your exchange activity is found to be excessive under
the Fund’s frequent trading policies. See
“
Account and Share Information
–
Frequent Trading Policies.
”
Financial intermediaries may have different policies and procedures regarding the availability of intra-fund exchanges
(
“
automatic exchanges
”
). These exchanges which are directed by the financial intermediary and not the Fund are discussed
in Appendix B to this Prospectus.
You may exchange Shares of the Fund for shares of 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 Obligations
Fund, Federated Hermes Institutional Prime Value Obligations Fund, no-load Class A Shares and Class R Shares of
any Fund.
Systematic Withdrawal/Exchange Program
You may automatically redeem or exchange Shares. The minimum amount for all new or revised systematic
redemptions or exchanges of Shares is $50 per transaction per fund. Complete the appropriate section of the New Account
Form or an Account Service Options Form or contact your financial intermediary or the Fund. Your account value must
meet the minimum initial investment amount at the time the program is established. This program may reduce, and
eventually deplete, your account. Payments should not be considered yield or income.
Generally, it is not advisable to continue to purchase Shares subject to a sales charge while redeeming Shares using
this program.
ADDITIONAL CONDITIONS
Telephone Transactions
The Fund will record your telephone instructions. If the Fund does not follow reasonable procedures, it may be liable
for losses due to unauthorized or fraudulent telephone instructions.
Share Certificates
The Fund does not issue share certificates.
Security and Privacy Protection
ONLINE ACCOUNT and TELEPHONE ACCESS SECURITY
Federated Hermes will not be responsible for losses that result from unauthorized transactions, unless Federated Hermes
does not follow procedures designed to verify your identity. When initiating a transaction by telephone or online,
shareholders should be aware that any person with access to your account and other personal information including PINs
(Personal Identification Numbers) may be able to submit instructions by telephone or online. Shareholders are responsible
for protecting their identity by using strong usernames and complex passwords which utilize combinations of mixed case
letters, numbers and symbols, and change passwords and PINs frequently.
Using
FederatedInvestors.com
’s Account Access website means you are consenting to sending and receiving personal
financial information over the Internet, so you should be sure you are comfortable with the risks. You will be required to
accept the terms of an online agreement and to establish and utilize a password in order to access online account services.
The Transfer Agent has adopted security procedures to confirm that internet instructions are genuine. The Transfer Agent
will also send you written confirmation of share transactions. The Transfer Agent, the Fund and any of its affiliates will
not be liable for losses or expenses that occur from fraudulent Internet instructions reasonably believed to be genuine.
The Transfer Agent or the Fund will employ reasonable procedures to confirm that telephone transaction requests are
genuine, which may include recording calls, asking the caller to provide certain personal identification information,
sending you written confirmation, or requiring other confirmation security procedures. The Transfer Agent, the Fund and
any of its affiliates will not be liable for relying on instructions submitted by telephone that the Fund reasonably believes
to be genuine.
ANTI-MONEY LAUNDERING COMPLIANCE
To help the government fight the funding of terrorism and money laundering activities, federal law requires financial
institutions to obtain, verify, and record information that identifies each new customer who opens a Fund account and to
determine whether such person’s name appears on governmental lists of known or suspected terrorists or terrorist
organizations. Pursuant to the requirements under the USA PATRIOT Act, the information obtained will be used for
compliance with the USA PATRIOT Act or other applicable laws, regulations and rules in connection with money
laundering, terrorism or other illicit activities.
Information required includes your name, residential or business address, date of birth (for an individual), and other
information that identifies you, including your social security number, tax identification number or other identifying
number. The Fund cannot waive these requirements. The Fund is required by law to reject your Account Application if the
required information is not provided. If, after reasonable effort, the Fund is unable to verify your identity or that of any
other person(s) authorized to act on your behalf, or believes it has identified potentially suspicious, fraudulent or criminal
activity, the Fund reserves the right to close your account and redeem your shares at the next calculated NAV without your
permission. Any applicable contingent deferred sales charge (CDSC) will be assessed upon redemption of your shares.
The Fund has a strict policy designed to protect the privacy of your personal information. A copy of Federated Hermes’
privacy policy notice was given to you at the time you opened your account. The Fund sends a copy of the privacy notice
to you annually. You may also obtain the privacy notice by calling the Fund, or through
FederatedInvestors.com
.
Account and Share Information
CONFIRMATIONS AND ACCOUNT STATEMENTS
You will receive confirmation of purchases, redemptions and exchanges (except for systematic transactions). In
addition, you will receive periodic statements reporting all account activity, including systematic transactions, dividends
and capital gains paid.
DIVIDENDS AND CAPITAL GAINS
The Fund declares and pays any dividends annually to shareholders. Dividends are paid to all shareholders invested in
the Fund on the record date. The record date is the date on which a shareholder must officially own Shares in order to earn
a dividend.
In addition, the Fund pays any capital gains at least annually and may make such special distributions of dividends and
capital gains as may be necessary to meet applicable regulatory requirements. Your dividends and capital gains
distributions will be automatically reinvested in additional Shares without a sales charge, unless you elect cash payments.
Dividends may also be reinvested without sales charges in shares of any class of any other Federated Hermes fund of
which you are already a shareholder.
If you purchase Shares just before the record date for a dividend or capital gain distribution, you will pay the full price
for the Shares and then receive a portion of the price back in the form of a taxable distribution, whether or not you reinvest
the distribution in Shares. Therefore, you should consider the tax implications of purchasing Shares shortly before the
record date for a dividend or capital gain. Contact your financial intermediary or the Fund for information concerning
when dividends and capital gains will be paid.
Under the federal securities laws, the Fund is required to provide a notice to shareholders regarding the source of
distributions made by the Fund if such distributions are from sources other than ordinary investment income. In addition,
important information regarding the Fund’s distributions, if applicable, is available via the link to the Fund and share class
name at
FederatedInvestors.com/FundInformation
.
Small Distributions and Uncashed Checks
Generally, dividend and/or capital gain distributions payable by check in an amount of less than $25 will be
automatically reinvested in additional shares. This policy does not apply if you have elected to receive cash distributions
that are directly deposited into your bank account via wire or ACH.
Additionally, if one or more dividend or capital gain distribution checks are returned as
“
undeliverable,
”
or remain
uncashed for 180 days, all subsequent dividend and capital gain distributions will be reinvested in additional shares. No
interest will accrue on amounts represented by uncashed distribution checks. For questions on whether reinvestment
applies to your distributions, please contact a Client Service Representative at 1-800-341-7400.
Certain states, including the state of Texas, have laws that allow shareholders to designate a representative to receive
abandoned or unclaimed property (
“
escheatment
”
) notifications by completing and submitting a designation form that
generally can be found on the official state website. If a shareholder resides in an applicable state, and elects to designate a
representative to receive escheatment notifications, escheatment notices generally will be delivered as required by such
state laws, including, as applicable, to both the shareholder and the designated representative. A completed designation
form may be mailed to the Fund (if Shares are held directly with the Fund) or to the shareholder’s financial intermediary
(if Shares are not held directly with the Fund). Shareholders should refer to relevant state law for the shareholder’s specific
rights and responsibilities under his or her state’s escheatment law(s), which can generally be found on a state’s
official website.
ACCOUNTS WITH LOW BALANCES
Federated Hermes reserves the right to close accounts if redemptions or exchanges cause the account balance to
fall below:
■
$25,000 for the IS class.
Before an account is closed, you will be notified and allowed at least 30 days to purchase additional Shares to meet
the minimum.
TAX INFORMATION
The Fund sends an IRS Form 1099 and an annual statement of your account activity to assist you in completing your
federal, state and local tax returns. Fund distributions of dividends and capital gains are taxable to you whether paid in
cash or reinvested in the Fund. Dividends are taxable at different rates depending on the source of dividend income.
Distributions of net short-term capital gains are taxable to you as ordinary income. Distributions of net long-term capital
gains are taxable to you as long-term capital gains regardless of how long you have owned your Shares.
Fund distributions are expected to be both dividends and capital gains. Redemptions and exchanges are taxable sales.
Please consult your tax adviser regarding your federal, state and local tax liability.
FREQUENT TRADING POLICIES
Frequent or short-term trading into and out of the Fund can have adverse consequences for the Fund and shareholders
who use the Fund as a long-term investment vehicle. Such trading in significant amounts can disrupt the Fund’s
investment strategies (e.g., by requiring it to sell investments at inopportune times or maintain excessive short-term or
cash positions to support redemptions), increase brokerage and administrative costs and affect the timing and amount of
taxable gains distributed by the Fund. Investors engaged in such trading may also seek to profit by anticipating changes in
the Fund’s NAV in advance of the time as of which NAV is calculated.
The Fund’s Board has approved policies and procedures intended to discourage excessive frequent or short-term trading
of the Fund’s Shares. The Fund’s fair valuation procedures are intended in part to discourage short-term trading strategies
by reducing the potential for these strategies to succeed. See
“
What Do Shares Cost?
”
The Fund also monitors trading in
Fund Shares in an effort to identify disruptive trading activity. The Fund monitors trades into and out of the Fund within a
period of 30 days or less. The Fund may also monitor trades into and out of the Fund for potentially disruptive trading
activity over periods longer than 30 days. The size of Share transactions subject to monitoring varies. Where it is
determined that a shareholder has exceeded the detection amounts twice within a period of 12 months, the Fund will
temporarily prohibit the shareholder from making further purchases or exchanges of Fund Shares. If the shareholder
continues to exceed the detection amounts for specified periods, the Fund will impose lengthier trading restrictions on the
shareholder, up to and including permanently prohibiting the shareholder from making any further purchases or exchanges
of Fund Shares. Whether or not the specific monitoring limits are exceeded, the Fund’s management or the Adviser may
determine from the amount, frequency or pattern of purchases and redemptions or exchanges that a shareholder is engaged
in excessive trading that is or could be detrimental to the Fund and other shareholders and may prohibit the shareholder
from making further purchases or exchanges of Fund Shares. No matter how the Fund defines its limits on frequent trading
of Fund Shares, other purchases and sales of Fund Shares may have adverse effects on the management of the Fund’s
portfolio and its performance.
The Fund’s frequent trading restrictions do not apply to purchases and sales of Fund Shares by other Federated Hermes
funds. These funds impose the same frequent trading restrictions as the Fund at their shareholder level. In addition,
allocation changes of the investing Federated Hermes fund are monitored, and the managers of the recipient fund must
determine that there is no disruption to their management activity. The intent of this exception is to allow investing fund
managers to accommodate cash flows and other activity that result from non-abusive trading in the investing fund, without
being stopped from such trading because the aggregate of such trades exceeds the monitoring limits. Nonetheless, as with
any trading in Fund Shares, purchases and redemptions of Fund Shares by other Federated Hermes funds could adversely
affect the management of the Fund’s portfolio and its performance.
The Fund will not restrict transactions made on a non-discretionary basis by certain asset allocation programs, wrap
programs, fund of funds, collective funds or other similar accounts that have been pre-approved by Federated Hermes
(
“
Approved Accounts
”
). The Fund will continue to monitor transactions by the Approved Accounts and will seek to limit
or restrict even non-discretionary transactions by Approved Accounts that are determined to be disruptive or harmful to
the Fund.
The Fund’s objective is that its restrictions on short-term trading should apply to all shareholders that are subject to the
restrictions, regardless of the number or type of accounts in which Shares are held. However, the Fund anticipates that
limitations on its ability to identify trading activity to specific shareholders, including where Shares are held through
intermediaries in multiple or omnibus accounts, will mean that these restrictions may not be able to be applied uniformly
in all cases.
Other funds in the Federated Hermes family of funds may impose different monitoring policies or in some cases, may
not monitor for frequent or short-term trading. Under normal market conditions such monitoring policies are designed to
protect the funds being monitored and their shareholders and the operation of such policies and shareholder investments
under such monitoring are not expected to have materially adverse impact on the Federated Hermes funds or their
shareholders. If you plan to exchange your fund shares for shares of another Federated Hermes fund, please read the
prospectus of that other Federated Hermes fund for more information.
PORTFOLIO HOLDINGS INFORMATION
Information concerning the Fund’s portfolio holdings is available via the link to the Fund and share class name at
FederatedInvestors.com/FundInformation
. A complete listing of the Fund’s portfolio holdings as of the end of each
calendar quarter is posted on the website 30 days (or the next business day) after the end of the quarter and remains posted
for six months thereafter. Summary portfolio composition information as of the close of each month is posted on the
website 15 days (or the next business day) after month-end and remains posted until replaced by the information for the
succeeding month. The summary portfolio composition information may include identification of the Fund’s top
10 holdings and a percentage breakdown of the portfolio by sector.
You may also access portfolio information as of the end of the Fund’s fiscal quarters via the link to the Fund and share
class name at
FederatedInvestors.com
. The Fund’s Annual and Semi-Annual Shareholder Reports contain complete
listings of the Fund’s portfolio holdings as of the end of the Fund’s second and fourth fiscal quarters. Fiscal quarter
information is made available on the website within 70 days after the end of the fiscal quarter. This information is also
available in reports filed with the SEC at the SEC’s website at
sec.gov
.
Each fiscal quarter, the Fund will file with the SEC a complete schedule of its monthly portfolio holdings on
“
Form N-PORT.
”
The Fund’s holdings as of the end of the third month of every fiscal quarter, as reported on
Form N-PORT, will be publicly available on the SEC’s website at
sec.gov
within 60 days of the end of the fiscal quarter
upon filing. You may also access this information via the link to the Fund and share class name at
FederatedInvestors.com
.
In addition, from time to time (for example, during periods of unusual market conditions), additional information
regarding the Fund’s portfolio holdings and/or composition may be posted to
FederatedInvestors.com
. If and when such
information is posted, its availability will be noted on, and the information will be accessible from, the home page of
the website.
Who Manages the Fund?
The Board governs the Fund. The Board selects and oversees the Adviser, Federated Global Investment Management
Corp. The Adviser manages the Fund’s assets, including buying and selling portfolio securities. Federated Advisory
Services Company (FASC), an affiliate of the Adviser, provides research, quantitative analysis, equity trading and
transaction settlement and certain support services to the Adviser. The fee for these services is paid by the Adviser and not
by the Fund.
The address of the Adviser is 101 Park Avenue, 41
st
Floor, New York, NY 10178. The address of FASC is 1001 Liberty
Avenue, Pittsburgh, PA 15222-3779.
The Adviser has delegated daily management of some or all of the Fund assets to the Sub-Adviser, Hermes Investment
Management Limited, who is paid by the Adviser and not by the Fund, based on the portion of securities the Sub-Adviser
manages. The Sub-Adviser’s address is Sixth Floor, 150 Cheapside, London EC2V 6ET, England. Federated Hermes
holds a majority 60% interest in the Sub-Adviser and, upon the exercise in the future of certain put/call rights under a Put/Call
Option Deed between Federated Hermes and another shareholder of the Sub-Adviser, Federated Hermes anticipates
holding an 89.5% interest in the Sub-Adviser.
The Fund has received and can rely upon an order from the Securities and Exchange Commission (SEC) that permits
the Adviser, subject to approval by the Board of Trustees, to appoint a subadviser or change the terms of a subadvisory
agreement without obtaining shareholder approval. The Fund is permitted to rely upon the SEC order to change
subadvisers, or the fees paid to a subadviser, without the expense and delays associated with obtaining shareholder
approval of the change. This order does not, however, permit the Adviser to increase the aggregate advisory fee rate of the
Fund without the approval of the shareholders.
The Adviser and other subsidiaries of Federated Hermes advise approximately 135 equity, fixed-income and money
market mutual funds as well as a variety of other pooled investment vehicles, private investment companies and
customized separately managed accounts (including non-U.S./offshore funds) which totaled approximately $575.9 billion
in assets as of December 31, 2019. Federated Hermes was established in 1955 as Federated Investors, Inc. and is one of
the largest investment managers in the United States with nearly 1,900 employees. Federated Hermes provides investment
products to approximately 11,500 investment professionals and institutions.
The Adviser advises approximately 16 equity mutual funds (including sub-advised funds) as well as a variety of
separately managed accounts, institutional separate accounts and private investment companies and other pooled
investment vehicles (including non-U.S./offshore funds), which totaled approximately $16.3 billion in assets as of
December 31, 2019.
The Sub-Adviser manages $49.0 billion (£37.0 billion) across a broad range of specialist, high-conviction investment
strategies spanning listed equities, credit, real-estate, infrastructure, private debt and private equity, serving more than
692 clients through wholesale and institutional markets. All asset information is reported as of December 31, 2019 and
converted using December 31, 2019exchange rates.
PORTFOLIO MANAGEMENT INFORMATION
Mark Sherlock
Mark Sherlock, Portfolio Manager, Head of the Sub-Adviser’s US Small & Mid Cap Team, has been the Fund’s
portfolio manager since inception in June 2020. Mr. Sherlock has primary responsibility for the day-to-day management of
the Fund and develops the investment strategy for the Fund. He has been with the Sub-Adviser since 2009; has worked in
investment management since 1999; and has managed investment portfolios since 2005. Education: Degree in Politics,
Durham University.
Henry Biddle
Henry Biddle, Co Portfolio Manager, US Small and Mid Cap team has been the Fund’s co portfolio manager since
inception in June 2020. Mr. Biddle has responsibility for the day-to-day management of the Fund and helps to develop the
investment strategy for the Fund. He has been with the Sub-Adviser since 2012; has worked in investment management
since 2012; and has managed investment portfolios since 2018. Education: MA in Classics, Oxford University.
Alex Knox
Alex Knox, Co Portfolio Manager, US Small and Mid Cap team has been the Fund’s co portfolio manager since
inception in June 2020. Ms. Knox has responsibility for the day-to-day management of the Fund and helps to develop the
investment strategy for the Fund. She has been with the Sub-Adviser since 2009; has worked in investment management
since 1995; and has managed investment portfolios since 2002. Education: Degree in Mathematics, Durham University.
Michael Russell
Michael Russell, Co Portfolio Manager, US Small and Mid Cap team has been the Fund’s co portfolio manager since
inception in June 2020. Mr. Russell has responsibility for the day-to-day management of the Fund and helps to develop the
investment strategy for the Fund. He has been with the Sub-Adviser since 2014; has worked in investment management
since 1998; and has managed investment portfolios since 2000. Education: MA in Economics, Cambridge University.
The Fund’s SAI provides additional information about the Portfolio Managers’ compensation, management of other
accounts and ownership of securities in the Fund.
ADVISORY FEES
The Fund’s investment advisory contract provides for payment to the Adviser of an annual investment advisory fee of
0.75% of the Fund’s average daily net assets. The Adviser may voluntarily waive a portion of its fee or reimburse the Fund
for certain operating expenses. The Adviser and its affiliates have also agreed to certain
“
Fee Limits
”
as described in the
footnote to the
“
Risk/Return Summary: Fees and Expenses
”
table found in the
“
Fund Summary
”
section of the Prospectus.
The Fund’s shareholder reports will contain information regarding the basis for the Board’s approval of the Fund’s
Advisory and Sub-Advisory Agreements. The Fund’s semi-annual reports for the six-month periods ended each
December 31 and the annual reports for the fiscal years ending each June 30 discuss the Board’s annual evaluation and
approval of those agreements, which typically occurs annually in May.
PRIOR PERFORMANCE OF COMPOSITE OF ACCOUNTS SIMILARLY MANAGED BY SUB-ADVISER
The following performance information relates to the
Hermes US Equity Small & Mid Cap Active Composite
(
“
Composite
”
), which is a performance composite consisting of a UCITS (Undertakings for the Collective Investment in
Transferable Securities) fund and private accounts with substantially similar investment objectives, strategies, policies and
risks to those of the Fund that also are managed by the Fund’s Sub- Adviser.
The following performance information is
not
the Fund’s performance (or any predecessor fund’s performance), should
not
be considered indicative of the past or
future performance of the Fund, and should
not
be considered a substitute for the Fund’s performance.
Information
regarding the Fund’s performance is not yet available.
The following performance information relating to the Composite is being provided because Hermes Investment
Management Limited, the Fund’s Sub-Adviser since inception in June 2020, has managed the Composite and the Fund’s
investment strategy is substantially similar to the investment strategy of the Composite.
As of December 31, 2019, the Composite consisted of one UCITS fund and three separately managed private accounts,
with assets totaling approximately $1.7 billion. The inception date of the Composite was October 31, 1987.
Between the Composite’s inception date and December 31, 2019, all other funds or accounts with substantially similar
investment objectives, strategies, policies and risks to those of the Fund have been included in the Composite.
The following performance information is therefore intended to illustrate past performance for a substantially similar
fund and managed accounts by the Sub-Adviser. The Fund’s total return will not normally equal (and may vary
significantly from) the performance of the private accounts or the Composite itself.
The following performance information for the Composite was prepared in accordance with industry best practices. The
method for computing historical performance information for the Composite differs from the SEC’s method for computing
the historical performance of the Fund. The UCITS fund and private accounts included in the Composite have different
fees, expenses and cash flows than the Fund, which could negatively impact the performance of the Fund in relation to the
private accounts. The actual fees and expenses of the Composite are lower than the anticipated operating expenses of the
Fund (except for the IS class) and, accordingly, the performance results for the Composite generally are greater than the
Fund’s performance would have been for the same periods. The UCITS fund and private accounts included in the
Composite also are not registered under the 1940 Act and therefore are not subject to certain investment restrictions,
diversification requirements and other limitations imposed on the Fund by the 1940 Act and Subchapter M of the Internal
Revenue Code. If such private accounts had been or would be registered under the 1940 Act, the performance may have
been or would be adversely affected. The net returns shown are net of all actual fees and expenses, including sales loads.
The highest fee charged to any account in the Composite, during the performance period, is reflected in the
performance table.
(For the Period Ended December 31, 2019)
|
|
|
|
Hermes US Equity Small & Mid Cap Active Composite
|
|
|
|
Net Returns (after fees/expenses)
|
|
|
|
|
|
|
|
Russell 2500 Index
1
(reflects no deduction for fees, expenses or taxes)
|
|
|
|
1
The Russell 2500 Index is an unmanaged market capitalization-weighted index measuring the performance of the 2,500 smallest companies in the
Russell 3000 Index. The Russell 2500 Index is unmanaged and, unlike the Fund, is not affected by cash flows.
Financial Information
FINANCIAL HIGHLIGHTS
The Fund’s fiscal year end is June 30. As the Fund’s first fiscal year will end June 30, 2021, the Fund’s audited
financial information is not yet available as of the date of this Prospectus.
Appendix A: Hypothetical Investment and Expense Information
The following chart provides additional hypothetical information about the effect of the Fund’s expenses, including
investment advisory fees and other Fund costs, on the Fund’s assumed returns over a 10-year period. The chart shows the
estimated expenses that would be incurred in respect of a hypothetical investment of $10,000, assuming a 5% return each
year, and no redemption of Shares. The chart also assumes that the Fund’s annual expense ratio stays the same throughout
the 10-year period and that all dividends and distributions are reinvested. The annual expense ratio used in the chart is the
same as stated in the
“
Fees and Expenses
”
table of this Prospectus (and thus may not reflect any fee waiver or expense
reimbursement currently in effect). The maximum amount of any sales charge that might be imposed on the
purchase
of
Shares (and deducted from the hypothetical initial investment of $10,000; the
“
Front-End Sales Charge
”
) is reflected in the
“
Hypothetical Expenses
”
column. The hypothetical investment information does not reflect the effect of charges (if any)
normally applicable to
redemptions
of Shares (e.g., deferred sales charges, redemption fees). Mutual fund returns, as well
as fees and expenses, may fluctuate over time, and your actual investment returns and total expenses may be higher or
lower than those shown below.
FEDERATED HERMES U.S. SMID FUND - IS CLASS
|
ANNUAL EXPENSE RATIO: 1.73%
|
MAXIMUM FRONT-END SALES CHARGE: NONE
|
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Beginning
Investment
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An SAI dated October 31, 2020, includes additional information about the Fund and is incorporated by reference into this
Prospectus. The SAI contains a description of the Fund’s policies and procedures with respect to the disclosure of its
portfolio securities. To obtain the SAI and other information without charge, and to make inquiries, call your financial
intermediary or the Fund at 1-800-341-7400.
These documents, as well as additional information about the Fund (including portfolio holdings, performance and
distributions), are also available on
FederatedInvestors.com
.
You can obtain information about the Fund (including the SAI) by accessing Fund information from the EDGAR Database
on the SEC’s website at
sec.gov
. You can purchase copies of this information by contacting the SEC by email at
publicinfo@sec.gov.
Federated Hermes U.S. SMID Fund
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Contact us at
FederatedInvestors.com
or call 1-800-341-7400.
Federated Securities Corp., Distributor
Investment Company Act File No. 811-23259
CUSIP 31423A499
Q454962 (10/20)
©
2020 FederatedHermes, Inc.
Statement of Additional Information
October 31, 2020
Federated Hermes U.S. SMID Fund
A Portfolio of Federated Hermes Adviser Series
(formerly, Federated Adviser Series)
This Statement of Additional Information (SAI) is not a Prospectus. Read this SAI in conjunction with the Prospectus for Federated
Hermes U.S. SMID Fund (the
“
Fund
”
), dated October 31, 2020.
This SAI incorporates by reference the Fund’s Annual Report. Obtain the Prospectus or the Annual Report without charge by
calling 1-800-341-7400.
Federated Hermes U.S. SMID Fund
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Contact us at
FederatedInvestors.com
or call 1-800-341-7400.
Federated Securities Corp., Distributor
Q454961 (10/20)
©
2020 FederatedHermes, Inc.
How is the Fund Organized?
The Fund is a portfolio of Federated Hermes Adviser Series (
“
Trust
”
) and is a diversified, open-end, management investment
company. The Trust was established as a Delaware statutory trust on July 12, 2017, pursuant to a Certificate of Trust, which is
governed by the laws of the State of Delaware. Prior to August 16, 2018, the Trust was named Federated MDT Equity Trust.
Effective June 26, 2020, the Trust changed its name from Federated Adviser Series to Federated Hermes Adviser Series.
The Board of Trustees (
“
Board
”
) has established four classes of shares of the Fund, known as Class A Shares, Class C Shares,
Institutional Shares and Class R6 Shares. This SAI relates to Institutional Shares. The Fund’s investment adviser is Federated
Global Investment Management Corporation (
“
Fed Global
”
) and the Fund’s sub-adviser is Hermes Investment Management
Limited (
“
Hermes
”
and, collectively with Fed Global, the
“
Adviser
”
).
Securities in Which the Fund Invests
The principal securities or other investments in which the Fund invests are described in the Fund’s Prospectus. The Fund also
may invest in securities or other investments as non-principal investments for any purpose that is consistent with its investment
objective. The following information is either additional information in respect of a principal security or other investment
referenced in the Prospectus or information in respect of a non-principal security or other investment (in which case there is no
related disclosure in the Prospectus).
Securities Descriptions and Techniques
Equity Securities
Equity securities represent a share of an issuer’s earnings and assets, after the issuer pays its liabilities. The Fund cannot
predict the income it will receive from equity securities because issuers generally have discretion as to the payment of any
dividends or distributions. However, equity securities offer greater potential for appreciation than many other types of securities,
because their value increases directly with the value of the issuer’s business. The following further describes the types of equity
securities in which the Fund invests. This information is either additional information in respect of a principal security referenced
in the Prospectus or information in respect of a non-principal security (in which case there is no related disclosure in
the Prospectus).
Interests in Other Limited Liability Companies
Entities such as limited partnerships, limited liability companies, business trusts and companies organized outside the United
States may issue securities comparable to common or preferred stock.
Warrants
Warrants give the Fund the option to buy the issuer’s equity securities at a specified price (the
“
exercise price
”
) at a specified
future date (the
“
expiration date
”
). The Fund may buy the designated securities by paying the exercise price before the expiration
date. Warrants may become worthless if the price of the stock does not rise above the exercise price by the expiration date. This
increases the market risks of warrants as compared to the underlying security. Rights are the same as warrants, except companies
typically issue rights to existing stockholders.
Fixed-Income Securities
Fixed-income securities pay interest, dividends or distributions at a specified rate. The rate may be a fixed percentage of the
principal or adjusted periodically. In addition, the issuer of a fixed-income security must repay the principal amount of the
security, normally within a specified time. Fixed-income securities provide more regular income than equity securities. However,
the returns on fixed-income securities are limited and normally do not increase with the issuer’s earnings. This limits the
potential appreciation of fixed-income securities as compared to equity securities.
A security’s yield measures the annual income earned on a security as a percentage of its price. A security’s yield will increase
or decrease depending upon whether it costs less (a
“
discount
”
) or more (a
“
premium
”
) than the principal amount. If the issuer
may redeem the security before its scheduled maturity, the price and yield on a discount or premium security may change based
upon the probability of an early redemption. Securities with higher risks generally have higher yields.
The following further describes the types of fixed-income securities in which the Fund invests. This information is either
additional information in respect of a principal security referenced in the Prospectus or information in respect of a non-principal
security (in which case there is no related disclosure in the Prospectus).
Treasury Securities
Treasury securities are direct obligations of the federal government of the United States. Treasury securities are generally
regarded as having minimal credit risks.
Government Securities
Government securities are issued or guaranteed by a federal agency or instrumentality acting under federal authority. Some
government securities, including those issued by Government National Mortgage Association (
“
Ginnie Mae
”
), are supported by
the full faith and credit of the United States and are guaranteed only as to the timely payment of interest and principal.
Other government securities receive support through federal subsidies, loans or other benefits but are not backed by the full
faith and credit of the United States. For example, the U.S. Treasury is authorized to purchase specified amounts of securities
issued by (or otherwise make funds available to) the Federal Home Loan Bank System, Federal Home Loan Mortgage
Corporation (
“
Freddie Mac
”
) and Federal National Mortgage Association (
“
Fannie Mae
”
) in support of such obligations.
Some government agency securities have no explicit financial support, and are supported only by the credit of the applicable
agency, instrumentality or corporation. The U.S. government has provided financial support to Freddie Mac and Fannie Mae, but
there is no assurance that it will support these or other agencies in the future.
The Fund treats mortgage-backed securities guaranteed by a federal agency or instrumentality as government securities.
Although such a guarantee helps protect against credit risk, it does not eliminate it entirely or reduce other risks.
Additional Information Related to Freddie Mac and Fannie Mae.
The extreme and unprecedented volatility and disruption
that impacted the capital and credit markets beginning in 2008 led to market concerns regarding the ability of Freddie Mac and
Fannie Mae to withstand future credit losses associated with securities held in their investment portfolios, and on which they
provide guarantees, without the direct support of the federal government. On September 7, 2008, Freddie Mac and Fannie Mae
were placed under the conservatorship of the Federal Housing Finance Agency (FHFA). Under the plan of conservatorship, the
FHFA assumed control of, and generally has the power to direct, the operations of Freddie Mac and Fannie Mae, and is
empowered to exercise all powers collectively held by their respective shareholders, directors and officers, including the power
to: (1) take over the assets of and operate Freddie Mac and Fannie Mae with all the powers of the shareholders, the directors and
the officers of Freddie Mac and Fannie Mae and conduct all business of Freddie Mac and Fannie Mae; (2) collect all obligations
and money due to Freddie Mac and Fannie Mae; (3) perform all functions of Freddie Mac and Fannie Mae which are consistent
with the conservator’s appointment; (4) preserve and conserve the assets and property of Freddie Mac and Fannie Mae; and
(5) contract for assistance in fulfilling any function, activity, action or duty of the conservator.
In connection with the actions taken by the FHFA, the Treasury has entered into certain preferred stock purchase agreements
(SPAs) with each of Freddie Mac and Fannie Mae which establish the Treasury as the holder of a new class of senior preferred
stock in each of Freddie Mac and Fannie Mae. The senior preferred stock was issued in connection with financial contributions
from the Treasury to Freddie Mac and Fannie Mae. Although the SPAs are subject to amendment from time to time, currently the
Treasury is obligated to provide such financial contributions up to an aggregate maximum amount determined by a formula set
forth in the SPAs, and until such aggregate maximum amount is reached, there is not a specific end date to the
Treasury’s obligations.
The future status and role of Freddie Mac and Fannie Mae could be impacted by (among other things) the actions taken and
restrictions placed on Freddie Mac and Fannie Mae by the FHFA in its role as conservator, the restrictions placed on Freddie
Mac’s and Fannie Mae’s operations and activities under the SPAs, market responses to developments in Freddie Mac and Fannie
Mae, downgrades or upgrades in the credit ratings assigned to Freddie Mac and Fannie Mae by nationally recognized statistical
rating organizations (NRSROs) or ratings services, and future legislative and regulatory action that alters the operations,
ownership, structure and/or mission of these institutions, each of which may, in turn, impact the value of, and cash flows on, any
securities guaranteed by Freddie Mac and Fannie Mae.
In addition, the future of Freddie Mac and Fannie Mae, and other U.S. government-sponsored enterprises that are not backed
by the full faith and credit of the U.S. government (GSEs), remains in question as the U.S. government continues to consider
options ranging from structural reform, nationalization, privatization, or consolidation, to outright elimination. The issues that
have led to significant U.S. government support for Freddie Mac and Fannie Mae have sparked serious debate regarding the
continued role of the U.S. government in providing mortgage loan liquidity.
Convertible Securities (A Fixed-Income Security)
Convertible securities are fixed-income securities or preferred stocks that the Fund has the option to exchange for equity
securities at a specified conversion price. The option allows the Fund to realize additional returns if the market price of the equity
securities exceeds the conversion price. For example, the Fund may hold fixed-income securities that are convertible into shares
of common stock at a conversion price of $10 per share. If the market value of the shares of common stock reached $12, the Fund
could realize an additional $2 per share by converting its fixed-income securities.
Convertible securities have lower yields than comparable fixed-income securities. In addition, at the time a convertible
security is issued the conversion price exceeds the market value of the underlying equity securities. Thus, convertible securities
may provide lower returns than non-convertible, fixed-income securities or equity securities depending upon changes in the price
of the underlying equity securities. However, convertible securities permit the Fund to realize some of the potential appreciation
of the underlying equity securities with less risk of losing its initial investment.
The Fund treats convertible securities as both fixed-income and equity securities for purposes of its investment policies and
limitations, because of their unique characteristics, except that for purposes of the Non-Fundamental Names Rule Policy the
Fund will not consider convertible securities to be equity securities.
Bank Instruments (A Fixed-Income Security)
Bank instruments are unsecured, interest-bearing deposits with banks. Bank instruments include, but are not limited to, bank
accounts, time deposits, certificates of deposit and banker’s acceptances. Yankee instruments are denominated in U.S. dollars and
issued by U.S. branches of foreign banks. Eurodollar instruments are denominated in U.S. dollars and issued by
non-U.S. branches of U.S. orforeign banks.
Corporate Debt Securities (A Fixed-Income Security)
Corporate debt securities are fixed-income securities issued by businesses. Notes, bonds, debentures and commercial paper are
the most prevalent types of corporate debt securities. The Fund may also purchase interests in bank loans to companies. The
credit risks of corporate debt securities vary widely among issuers.
In addition, the credit risk of an issuer’s debt security may vary based on its priority for repayment. For example, higher
ranking (
“
senior
”
) debt securities have a higher priority than lower ranking (
“
subordinated
”
) securities. This means that the issuer
might not make payments on subordinated securities while continuing to make payments on senior securities. In addition, in the
event of bankruptcy, holders of senior securities may receive amounts otherwise payable to the holders of subordinated
securities. Some subordinated securities, such as trust preferred and capital securities notes, also permit the issuer to defer
payments under certain circumstances. For example, insurance companies issue securities known as surplus notes that permit the
insurance company to defer any payment that would reduce its capital below regulatory requirements.
Commercial Paper (A Type of Corporate Debt Security)
Commercial paper is an issuer’s obligation with a maturity of less than nine months. Companies typically issue commercial
paper to pay for current expenditures. Most issuers constantly reissue their commercial paper and use the proceeds (or bank
loans) to repay maturing paper. If the issuer cannot continue to obtain liquidity in this fashion, its commercial paper may default.
The short maturity of commercial paper generally reduces both the market and credit risks as compared to other debt securities of
the same issuer.
Foreign Government Securities (A Type of Foreign Fixed-Income Security)
Foreign government securities generally consist of fixed-income securities supported by national, state or provincial
governments or similar political subdivisions. Foreign government securities also include debt obligations of supranational
entities, such as international organizations designed or supported by governmental entities to promote economic reconstruction
or development, international banking institutions and related government agencies. Examples of these include, but are not
limited to, the International Bank for Reconstruction and Development (the
“
World Bank
”
), the Asian Development Bank, the
European Investment Bank and the Inter-American Development Bank.
Foreign government securities also include fixed-income securities of quasi-governmental agencies that are either issued by
entities owned by a national, state or equivalent government or are obligations of a political unit that are not backed by the
national government’s full faith and credit. Further, foreign government securities include mortgage-related securities issued or
guaranteed by national, state or provincial governmental instrumentalities, including quasi-governmental agencies.
Derivative Contracts
Derivative contracts are financial instruments that require payments based upon changes in the values of designated securities,
commodities, currencies, indices, or other assets or instruments including other derivative contracts, (each a
“
Reference
Instrument
”
and collectively,
“
Reference Instruments
”
). Each party to a derivative contract may sometimes be referred to as a
counterparty. Some derivative contracts require payments relating to an actual, future trade involving the Reference Instrument.
These types of derivatives are frequently referred to as
“
physically settled
”
derivatives. Other derivative contracts require
payments relating to the income or returns from, or changes in the market value of, a Reference Instrument. These types of
derivatives are known as
“
cash-settled
”
derivatives, since they require cash payments in lieu of delivery of the
Reference Instrument.
Many derivative contracts are traded on securities or commodities exchanges. In this case, the exchange sets all the terms of
the contract except for the price. Investors make payments due under their contracts through the exchange. Most exchanges
require investors to maintain margin accounts through their brokers to cover their potential obligations to the exchange. Parties to
the contract make (or collect) daily payments to the margin accounts to reflect losses (or gains) in the value of their contracts.
This protects investors against potential defaults by the other party to the contract. Trading contracts on an exchange also allows
investors to close out their contracts by entering into offsetting contracts.
For example, the Fund could close out an open contract to buy an asset at a future date by entering into an offsetting contract
to sell the same asset on the same date. If the offsetting sale price is more than the original purchase price, the Fund realizes a
gain; if it is less, the Fund realizes a loss. Exchanges may limit the amount of open contracts permitted at any one time. Such
limits may prevent the Fund from closing out a position. If this happens, the Fund will be required to keep the contract open
(even if it is losing money on the contract), and to make any payments required under the contract (even if it has to sell portfolio
securities at unfavorable prices to do so). Inability to close out a contract could also harm the Fund by preventing it from
disposing of or trading any assets it has been using to secure its obligations under the contract.
The Fund may also trade derivative contracts over-the-counter (OTC) in transactions negotiated directly between the Fund and
a financial institution. OTC contracts do not necessarily have standard terms, so they may be less liquid and more difficult to
close-out than exchange-traded contracts. In addition, OTC contracts with more specialized terms may be more difficult to value
than exchange-traded contracts, especially in times of financial stress.
The market for swaps and other OTC derivatives was largely unregulated prior to the enactment of federal legislation known
as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
“
Dodd-Frank Act
”
). Regulations enacted by the
Commodity Futures Trading Commission (the CFTC) under the Dodd-Frank Act require the Fund to clear certain swap contracts
through a clearing house or central counterparty (a CCP).
To clear a swap through the CCP, the Fund will submit the contract to, and post margin with, a futures commission merchant
(FCM) that is a clearing house member. The Fund may enter into the swap with a financial institution other than the FCM and
arrange for the contract to be transferred to the FCM for clearing, or enter into the contract with the FCM itself. If the Fund must
centrally clear a transaction, the CFTC’s regulations also generally require that the swap be executed on a registered exchange or
through a market facility that is known as a swap execution facility or SEF. Central clearing is presently required only for certain
swaps, and the CFTC is expected to impose a mandatory central clearing requirement for additional derivative instruments
over time.
The CCP, SEF and FCM are all subject to regulatory oversight by the CFTC. In addition, most derivative market participants
are now regulated as swap dealers or major swap participants and are subject to certain minimum capital and margin
requirements and business conduct standards. Similar regulatory requirements are expected to apply to derivative contracts that
are subject to the jurisdiction of the SEC, although the SEC has not yet finalized its regulations. In addition, uncleared OTC
swaps will be subject to regulatory collateral requirements that could adversely affect the Fund’s ability to enter into swaps in the
OTC market. These developments could cause the Fund to terminate new or existing swap agreements or to realize amounts to be
received under such instruments at an inopportune time.
Until the mandated rulemaking and regulations are implemented completely, it will not be possible to determine the complete
impact of the Dodd-Frank Act and related regulations on the Fund.
Depending on how the Fund uses derivative contracts and the relationships between the market value of a derivative contract
and the Reference Instrument, derivative contracts may increase or decrease the Fund’s exposure to the risks of the Reference
Instrument, and may also expose the Fund to liquidity and leverage risks. OTC contracts also expose the Fund to credit risks in
the event that a counterparty defaults on the contract, although this risk may be mitigated by submitting the contract for clearing
through a CCP.
The Fund may invest in a derivative contract if it is permitted to own, invest in, or otherwise have economic exposure to the
Reference Instrument. The Fund is not required to own a Reference Instrument in order to buy or sell a derivative contract
relating to that Reference Instrument. The Fund may trade in the following specific types and/or combinations of
derivative contracts:
Futures Contracts (A Type of Derivative)
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a Reference
Instrument at a specified price, date and time. Entering into a contract to buy a Reference Instrument is commonly referred to as
buying a contract or holding a long position in the asset. Entering into a contract to sell a Reference Instrument is commonly
referred to as selling a contract or holding a short position in the Reference Instrument. Futures contracts are considered to be
commodity contracts. The Adviser has claimed an exclusion from the definition of the term
“
commodity pool operator
”
under the
Commodity Exchange Act with respect to the Fund and, therefore, is not subject to registration or regulation with respect to the
Fund. The Fund can buy or sell financial futures (such as interest rate futures, index futures and security futures), as well as,
currency futures and currency forward contracts.
Interest Rate Futures
An interest rate futures contract is an exchange-traded contract for which the Reference Instrument is an interest-bearing fixed
income security or an inter-bank deposit. Two examples of common interest rate futures contracts are U.S. Treasury futures
contracts and Eurodollar futures contracts. The Reference Instrument for a U.S. Treasury futures contract is a U.S. Treasury
security. The Reference Instrument for a Eurodollar futures contract is the London Interbank Offered Rate (commonly referred to
as LIBOR); Eurodollar futures contracts enable the purchaser to obtain a fixed rate for the lending of funds over a stated period
of time and the seller to obtain a fixed rate for a borrowing of funds over that same period.
Index Futures
An index futures contract is an exchange-traded contract to make or receive a payment based upon changes in the value of an
index. An index is a statistical composite that measures changes in the value of designated Reference Instruments within
the index.
Security Futures
A security futures contract is an exchange-traded contract to purchase or sell in the future a specific quantity of a security
(other than a Treasury security) or a narrow-based securities index at a certain price. Presently, the only available security futures
contracts use shares of a single equity security as the Reference Instrument. However, it is possible that in the future security
futures contracts will be developed that use a single fixed-income security as the Reference Instrument.
Currency Futures and Currency Forward Contracts
A currency futures contract is an exchange-traded contract to buy or sell a particular currency at a specific price at some time
in the future (commonly three months or more). A currency forward contract is not an exchange-traded contract and represents an
obligation to purchase or sell a specific currency at a future date, at a price set at the time of the contract and for a period agreed
upon by the parties which may be either a window of time or a fixed number of days from the date of the contract. Currency
futures and forward contracts are highly volatile, with a relatively small price movement potentially resulting in substantial gains
or losses to the Fund. Additionally, the Fund may lose money on currency futures and forward contracts if changes in currency
rates do not occur as anticipated or if the Fund’s counterparty to the contract were to default.
Option Contracts (A Type of Derivative)
Option contracts (also called
“
options
”
) are rights to buy or sell a Reference Instrument for a specified price (the
“
exercise
price
”
) during, or at the end of, a specified period. The seller (or
“
writer
”
) of the option receives a payment, or premium, from the
buyer, which the writer keeps regardless of whether the buyer uses (or exercises) the option. Options may be bought or sold on a
wide variety of Reference Instruments. Options that are written on futures contracts will be subject to margin requirements
similar to those applied to futures contracts.
The Fund may buy and/or sell the following types of options:
Call Options
A call option gives the holder (
“
buyer
”
) the right to buy the Reference Instrument from the seller (writer) of the option. The
Fund may use call options in the following ways:
■
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.
Put Options
A put option gives the holder the right to sell the Reference Instrument to the writer of the option. The Fund may use put
options in the following ways:
■
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.
The Fund may also buy or write options, as needed, to close out existing option positions.
Finally, the Fund may enter into combinations of options contracts in an attempt to benefit from changes in the prices of those
options contracts (without regard to changes in the value of the Reference Instrument).
Swap Contracts (A Type of Derivative)
A swap contract (also known as a
“
swap
”
) is a type of derivative contract in which two parties agree to pay each other (swap)
the returns derived from Reference Instruments. Most swaps do not involve the delivery of the underlying assets by either party,
and the parties might not own the Reference Instruments. The payments are usually made on a net basis so that, on any given
day, the Fund would receive (or pay) only the amount by which its payment under the contract is less than (or exceeds) the
amount of the other party’s payment. Swap agreements are sophisticated instruments that can take many different forms and are
known by a variety of names. Common swap agreements that the Fund may use include:
Interest Rate Swaps
Interest rate swaps are contracts in which one party agrees to make regular payments equal to a fixed or floating interest rate
times a stated principal amount (commonly referred to as a
“
notional principal amount
”
) in return for payments equal to a
different fixed or floating rate times the same principal amount, for a specific period. For example, a $10 million London
Interbank Offered Rate (LIBOR) swap would require one party to pay the equivalent of the London Interbank Offered Rate of
interest (which fluctuates) on $10 million principal amount in exchange for the right to receive the equivalent of a stated fixed
rate of interest on $10 millionprincipal amount.
Caps and Floors (A Type of Swap Contract)
Caps and Floors are contracts in which one party agrees to make payments only if an interest rate or index goes above (Cap) or
below (Floor) a certain level in return for a fee from the other party.
Total Return Swaps
A total return swap is an agreement between two parties whereby one party agrees to make payments of the total return from a
Reference Instrument (or a basket of such instruments) during the specified period, in return for payments equal to a fixed or
floating rate of interest or the total return from another Reference Instrument. Alternately, a total return swap can be structured so
that one party will make payments to the other party if the value of a Reference Instrument increases, but receive payments from
the other party if the value of that instrument decreases.
Credit Default Swaps
A credit default swap (CDS) is an agreement between two parties whereby one party (the
“
Protection Buyer
”
) agrees to make
payments over the term of the CDS to the other party (the
“
Protection Seller
”
), provided that no designated event of default,
restructuring or other credit related event (each a
“
Credit Event
”
) occurs with respect to Reference Instrument that is usually a
particular bond, loan or the unsecured credit of an issuer, in general (the
“
Reference Obligation
”
). Many CDS are physically
settled, which means that if a Credit Event occurs, the Protection Seller must pay the Protection Buyer the full notional value, or
“
par value,
”
of the Reference Obligation in exchange for delivery by the Protection Buyer of the Reference Obligation or another
similar obligation issued by the issuer of the Reference Obligation (the
“
Deliverable Obligation
”
). The Counterparties agree to
the characteristics of the Deliverable Obligation at the time that they enter into the CDS. Alternately, a CDS can be
“
cash
settled,
”
which means that upon the occurrence of a Credit Event, the Protection Buyer will receive a payment from the
Protection Seller equal to the difference between the par amount of the Reference Obligation and its market value at the time of
the Credit Event. The Fund may be either the Protection Buyer or the Protection Seller in a CDS. If the Fund is a Protection
Buyer and no Credit Event occurs, the Fund will lose its entire investment in the CDS (i.e., an amount equal to the payments
made to the Protection Seller over the term of the CDS). However, if a Credit Event occurs, the Fund (as Protection Buyer) will
deliver the Deliverable Obligation and receive a payment equal to the full notional value of the Reference Obligation, even
though the Reference Obligation may have little or no value. If the Fund is the Protection Seller and no Credit Event occurs, the
Fund will receive a fixed rate of income throughout the term of the CDS. However, if a Credit Event occurs, the Fund (as
Protection Seller) will pay the Protection Buyer the full notional value of the Reference Obligation and receive the Deliverable
Obligation from the Protection Buyer. A CDS may involve greater risks than if the Fund invested directly in the Reference
Obligation. For example, a CDS may increase credit risk since the Fund has exposure to both the issuer of the Reference
Obligation and the Counterparty to the CDS.
Currency Swaps
Currency swaps are contracts which provide for interest payments in different currencies. The parties might agree to exchange
the notional principal amounts of the currencies as well (commonly called a
“
foreign exchange swap
”
).
OTHER INVESTMENTS, Transactions, TECHNIQUES
Delayed Delivery Transactions
Delayed delivery transactions, including when-issued transactions, are arrangements in which the Fund buys securities for a set
price, with payment and delivery of the securities scheduled for a future time. During the period between purchase and
settlement, no payment is made by the Fund to the issuer and no interest accrues to the Fund. The Fund records the transaction
when it agrees to buy the securities and reflects their value in determining the price of its shares. Settlement dates may be a
month or more after entering into these transactions so that the market values of the securities bought may vary from the
purchase prices. Therefore, delayed delivery transactions create interest rate risks for the Fund. Delayed delivery transactions also
involve credit risks in the event of a counterparty default.
Hybrid Instruments
Hybrid instruments combine elements of two different kinds of securities or financial instruments (such as a derivative
contract). Frequently, the value of a hybrid instrument is determined by reference to changes in the value of a Reference
Instrument (that is a designated security, commodity, currency, index or other asset or instrument including a derivative
contract). Hybrid instruments can take on many forms including, but not limited to, the following forms. First, a common form of
a hybrid instrument combines elements of a derivative contract with those of another security (typically a fixed-income security).
In this case all or a portion of the interest or principal payable on a hybrid security is determined by reference to changes in the
price of a Reference Instrument. Second, a hybrid instrument may also combine elements of a fixed-income security and an
equity security. Third, hybrid instruments may include convertible securities with conversion terms related to a
Reference Instrument.
Depending on the type and terms of the hybrid instrument, its risks may reflect a combination of the risks of investing in the
Reference Instrument with the risks of investing in other securities, currencies and derivative contracts. Thus, an investment in a
hybrid instrument may entail significant risks in addition to those associated with traditional securities or the Reference
Instrument. Hybrid instruments are also potentially more volatile than traditional securities or the Reference Instrument.
Moreover, depending on the structure of the particular hybrid, it may expose the Fund to leverage risks or carry liquidity risks.
Credit Linked Note (A Type of Hybrid Instrument)
A credit linked note (CLN) is a type of hybrid instrument in which a special purpose entity issues a structured note (the
“
Note
Issuer
”
) with respect to which the Reference Instrument is a single bond, a portfolio of bonds or the unsecured credit of an issuer,
in general (each a
“
Reference Credit
”
). The purchaser of the CLN (the
“
Note Purchaser
”
) invests a par amount and receives a
payment during the term of the CLN that equals a fixed or floating rate of interest equivalent to a high rated funded asset (such as
a bank certificate of deposit) plus an additional premium that relates to taking on the credit risk of the Reference Credit. Upon
maturity of the CLN, the Note Purchaser will receive a payment equal to: (i) the original par amount paid to the Note Issuer, if
there is no occurrence of a designated event of default, restructuring or other credit event (each a
“
Credit Event
”
) with respect to
the issuer of the Reference Credit; or (ii) the market value of the Reference Credit, if a Credit Event has occurred. Depending
upon the terms of the CLN, it is also possible that the Note Purchaser may be required to take physical delivery of the Reference
Credit in the event of a Credit Event. Most credit linked notes use a corporate bond (or a portfolio of corporate bonds) as the
Reference Credit. However, almost any type of fixed-income security (including foreign government securities), index or
derivative contract (such as a credit default swap) can be used as the Reference Credit.
Equity Linked Note (A Type of Hybrid Instrument)
An equity linked note (ELN) is a type of hybrid instrument that provides the noteholder with exposure to a single equity
security, a basket of equity securities, or an equity index (the
“
Reference Equity Instrument
”
). Typically, an ELN pays interest at
agreed rates over a specified time period and, at maturity, either converts into shares of a Reference Equity Instrument or returns
a payment to the noteholder based on the change in value of a Reference Equity Instrument.
Asset Segregation
In accordance with the Securities and Exchange Commission (SEC) and SEC staff positions regarding the interpretation of the
Investment Company Act of 1940 (
“
1940 Act
”
), with respect to derivatives that create a future payment obligation of the Fund,
the Fund must
“
set aside
”
(referred to sometimes as
“
asset segregation
”
) liquid assets, or engage in other SEC- or staff-approved
measures, while the derivative contracts are open. For example, with respect to forwards and futures contracts that are not
contractually required to
“
cash-settle,
”
the Fund must cover its open positions by setting aside cash or readily marketable
securities equal to the contracts’ full, notional value. With respect to forwards and futures that are contractually required to
“
cash-settle,
”
however, the Fund is permitted to set aside cash or readily marketable securities in an amount equal to the Fund’s daily
marked-to-market (net) obligations, if any (i.e., the Fund’s daily net liability, if any), rather than the notional value.
The Fund will employ another approach to segregating assets to cover options that it sells. If the Fund sells a call option, the
Fund will set aside either the Reference Instrument subject to the option, cash or readily marketable securities with a value that
equals or exceeds the current market value of the Reference Instrument. In no event, will the value of the cash or readily
marketable securities set aside by the Fund be less than the exercise price of the call option. If the Fund sells a put option, the
Fund will set aside cash or readily marketable securities with a value that equals or exceeds the exercise price of the put option.
The Fund’s asset segregation approach for swap agreements varies among different types of swaps. For example, if the Fund
enters into a credit default swap as the Protection Buyer, then it will set aside cash or readily marketable securities necessary to
meet any accrued payment obligations under the swap. By comparison, if the Fund enters into a credit default swap as the
Protection Seller, then the Fund will set aside cash or readily marketable securities equal to the full notional amount of the swap
that must be paid upon the occurrence of a Credit Event. For some other types of swaps, such as interest rate swaps, the Fund will
calculate the obligations of the counterparties to the swap on a net basis. Consequently, the Fund’s current obligation (or rights)
under this type of swap will equal only the net amount to be paid or received based on the relative values of the positions held by
each counterparty to the swap (the
“
net amount
”
). The net amount currently owed by or to the Fund will be accrued daily and the
Fund will set aside cash or readily marketable securities equal to any accrued but unpaid net amount owed by the Fund under
the swap.
The Fund may reduce the liquid assets segregated to cover obligations under a derivative contract by entering into an offsetting
derivative contract. For example, if the Fund sells a put option for the same Reference Instrument as a call option the Fund has
sold, and the exercise price of the call option is the same as or higher than the exercise price of the put option, then the Fund may
net its obligations under the options and set aside cash or readily marketable securities (including any margin deposited for the
options) with a value equal to the greater of: (a) the current market value of the Reference Instrument deliverable under the call
option; or (b) the exercise price of the put option.
By setting aside cash or readily marketable securities equal to only its net obligations under swaps and certain cash-settled
derivative contracts, the Fund will have the ability to employ leverage to a greater extent than if the Fund were required to
segregate cash or readily marketable securities equal to the full notional value of such contracts. The use of leverage involves
certain risks. See
“
Risk Factors.
”
Unless the Fund has other cash or readily marketable securities to set aside, it cannot trade
assets set aside in connection with derivative contracts or special transactions without entering into an offsetting derivative
contract or terminating a special transaction. This may cause the Fund to miss favorable trading opportunities or to realize losses
on derivative contracts or special transactions. The Fund reserves the right to modify its asset segregation policies in the future to
comply with any changes in the positions articulated from time to time by the SEC and its staff.
Generally, special transactions do not cash-settle on a net basis. Consequently, with respect to special transactions, the Fund
will set aside cash or readily marketable securities with a value that equals or exceeds the Fund’s obligations.
Hedging
Hedging transactions are intended to reduce specific risks. For example, to protect the Fund against circumstances that would
normally cause the Fund’s portfolio securities to decline in value, the Fund may buy or sell a derivative contract that would
normally increase in value under the same circumstances. The Fund may also attempt to hedge by using combinations of
different derivative contracts, or derivative contracts and securities. The Fund’s ability to hedge may be limited by the costs of
the derivative contracts. The Fund may attempt to lower the cost of hedging by entering into transactions that provide only
limited protection, including transactions that: (1) hedge only a portion of its portfolio; (2) use derivative contracts that cover a
narrow range of circumstances; or (3) involve the sale of derivative contracts with different terms. Consequently, hedging
transactions will not eliminate risk even if they work as intended. In addition, hedging strategies are not always successful, and
could result in increased expenses and losses to the Fund.
Investment Ratings for Investment-Grade Securities
The Adviser will determine whether a security is investment grade based upon the credit ratings given by one or more
NRSROs. For example, Standard & Poor’s, an NRSRO, assigns ratings to investment-grade securities (AAA, AA, A and BBB
including modifiers, sub-categories and gradations) based on their assessment of the likelihood of the issuer’s inability to pay
interest or principal (default) when due on each security. Lower credit ratings correspond to higher credit risk. If a security has
not received a rating, the Fund must rely entirely upon the Adviser’s credit assessment that the security is comparable to
investment grade. The presence of a ratings modifier, sub-category, or gradation (for example, a (+) or (-)) is intended to show
relative standing within the major rating categories and does not affect the security credit rating for purposes of the Fund’s
investment parameters. If a security is downgraded below the minimum quality grade discussed above, the Adviser will
reevaluate the security, but will not be required to sell it.
INTER-FUND BORROWING AND THIRD-PARTY LENDING ARRANGEMENTS
Inter-Fund Borrowing
The Securities and Exchange Commission (SEC) has granted an exemption that permits the Fund and all other funds
(
“
Federated Hermes funds
”
) advised by subsidiaries of Federated Hermes, Inc. (
“
Federated Hermes,
”
formerly, Federated
Investors, Inc.) to lend and borrow money for certain temporary purposes directly to and from other Federated Hermes funds.
Participation in this inter-fund lending program is voluntary for both borrowing and lending Federated Hermes funds, and an
inter-fund loan is only made if it benefits each participating Federated Hermes fund. Federated Hermes administers the program
according to procedures approved by the Fund’s Board, and the Board monitors the operation of the program. Any inter-fund
loan must comply with certain conditions set out in the exemption, which are designed to assure fairness and protect all
participating Federated Hermes funds.
For example, inter-fund lending is permitted only: (a) to meet shareholder redemption requests; (b) to meet commitments
arising from
“
failed
”
trades; and (c) for other temporary purposes. All inter-fund loans must be repaid in seven days or less. The
Fund’s participation in this program must be consistent with its investment policies and limitations, and must meet certain
percentage tests. Inter-fund loans may be made only when the rate of interest to be charged is more attractive to the lending
Federated Hermes fund than market-competitive rates on overnight repurchase agreements (
“
Repo Rate
”
)
and
more attractive to
the borrowing Federated Hermes fund than the rate of interest that would be charged by an unaffiliated bank for short-term
borrowings (
“
Bank Loan Rate
”
), as determined by the Board. The interest rate imposed on inter-fund loans is the average of the
Repo Rate and the Bank Loan Rate.
Third-Party Line of Credit
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 Fund, failed trades, payment of dividends, settlement of trades
and for other short-term, temporary or emergency general business purposes. The Fund cannot borrow under the LOC if an
inter-fund loan is outstanding. The Fund’s ability to borrow under the LOC also is subject to the limitations of the 1940 Act and
various conditions precedent that must be satisfied before the Fund can borrow. Loans under the LOC are charged interest at a
fluctuating rate per annum equal to the highest, on any day, of: (a) (i) the federal funds effective rate; (ii) the one-month London
Interbank Offered Rate (LIBOR), or a replacement rate as appropriate; and (iii) 0.0%; plus (b) a margin. Any fund eligible to
borrow under the LOC pays its pro rata share of an upfront fee, and its pro rata share of a commitment fee based on the amount
of the lenders’ commitment that has not been utilized, quarterly in arrears and at maturity. As of the date of this Statement of
Additional Information, there were no outstanding loans.
LIQUIDITY RISK MANAGEMENT PROGRAM
The Fund has adopted and implemented a written liquidity risk management program (LRMP) and related procedures to assess
and manage the liquidity risk of the Fund in accordance with Section 22(e) of the 1940 Act and Rule 22e-4 thereunder. The
Board has designated the Adviser, together with Federated Hermes, Inc.’s (
“
Federated Hermes,
”
formerly, Federated Investors,
Inc.) other affiliated registered investment advisory subsidiaries that serve as investment advisers to other Federated Hermes
funds, to collectively serve as the administrator of the LRMP and the related procedures (the
“
Administrator
”
). Rule 22e-4
defines
“
liquidity risk
”
as the risk that the Fund will be unable to meet requests to redeem shares issued by the Fund without
significant dilution of the remaining investors’ interests in the Fund. As a part of the LRMP, the Administrator is responsible for
classifying the liquidity of the Fund’s portfolio investments in accordance with Rule 22e-4. As part of the LRMP, the
Administrator is also responsible for assessing, managing and periodically reviewing the Fund’s liquidity risk, for making
periodic reports to the Board and the SEC regarding the liquidity of the Fund’s investments, and for notifying the Board and the
SEC of certain liquidity events specified in Rule 22e-4. The liquidity of the Fund’s portfolio investments is determined based on
relevant market, trading and investment-specific considerations under the LRMP.
Investment Risks
There are many risk factors which may affect an investment in the Fund. The Fund’s principal risks are described in its
Prospectus. The following information is either additional information in respect of a principal risk factor referenced in the
Prospectus or information in respect of a non-principal risk factor applicable to the Fund (in which case there is no related
disclosure in the Prospectus).
Risk of Investing in Derivative Contracts and Hybrid Instruments
The Fund’s exposure to derivative contracts and hybrid instruments (either directly or through its investment in another
investment company) involves risks different from, or possibly greater than, the risks associated with investing directly in
securities and other traditional investments. First, changes in the value of the derivative contracts and hybrid instruments in
which the Fund invests may not be correlated with changes in the value of the underlying Reference Instruments or, if they are
correlated, may move in the opposite direction than originally anticipated. Second, while some strategies involving derivatives
may reduce the risk of loss, they may also reduce potential gains or, in some cases, result in losses by offsetting favorable price
movements in portfolio holdings. Third, there is a risk that derivative contracts and hybrid instruments may be erroneously priced
or improperly valued and, as a result, the Fund may need to make increased cash payments to the counterparty. Fourth, exposure
to derivative contracts and hybrid instruments may have tax consequences to the Fund and its shareholders. For example,
derivative contracts and hybrid instruments may cause the Fund to realize increased ordinary income or short-term capital gains
(which are treated as ordinary income for Federal income tax purposes) and, as a result, may increase taxable distributions to
shareholders. In addition, under certain circumstances certain derivative contracts and hybrid instruments may cause the Fund to:
(a) incur an excise tax on a portion of the income related to those contracts and instruments; and/or (b) reclassify, as a return of
capital, some or all of the distributions previously made to shareholders during the fiscal year as dividend income. Fifth, a
common provision in OTC derivative contracts permits the counterparty to terminate any such contract between it and the Fund,
if the value of the Fund’s total net assets declines below a specified level over a given time period. Factors that may contribute to
such a decline (which usually must be substantial) include significant shareholder redemptions and/or a marked decrease in the
market value of the Fund’s investments. Any such termination of the Fund’s OTC derivative contracts may adversely affect the
Fund (for example, by increasing losses and/or costs, and/or preventing the Fund from fully implementing its investment
strategies). Sixth, the Fund may use a derivative contract to benefit from a decline in the value of a Reference Instrument. If the
value of the Reference Instrument declines during the term of the contract, the Fund makes a profit on the difference (less any
payments the Fund is required to pay under the terms of the contract). Any such strategy involves risk. There is no assurance that
the Reference Instrument will decline in value during the term of the contract and make a profit for the Fund. The Reference
Instrument may instead appreciate in value creating a loss for the Fund. Seventh, a default or failure by a CCP or an FCM (also
sometimes called a
“
futures broker
”
), or the failure of a contract to be transferred from an Executing Dealer to the FCM for
clearing, may expose the Fund to losses, increase its costs, or prevent the Fund from entering or exiting derivative positions,
accessing margin or fully implementing its investment strategies. The central clearing of a derivative and trading of a contract
over a SEF could reduce the liquidity in, or increase costs of entering into or holding, any contracts. Finally, derivative contracts
and hybrid instruments may also involve other risks described herein or in the Fund’s prospectus, such as stock market, interest
rate, credit, currency, liquidity and leverage risks.
Risk Associated with the Investment Activities of Other Accounts
Investment decisions for the Fund are made independently from those of other accounts managed by the Adviser and accounts
managed by affiliates of the Adviser. Therefore, it is possible that investment-related actions taken by such other accounts could
adversely impact the Fund with respect to, for example, the value of Fund portfolio holdings and/or prices paid to or received by
the Fund on its portfolio transactions and/or the Fund’s ability to obtain or dispose of portfolio securities. Related considerations
are discussed elsewhere in this SAI under
“
Brokerage Transactions and Investment Allocation.
”
LIBOR Risk
Certain derivatives or debt securities, or other financial instruments in which the Fund may invest, as well as the Fund’s
committed, revolving line of credit agreement, utilize or may utilize in the future the London Interbank Offered Rate (LIBOR) as
the reference or benchmark rate for interest rate calculations. LIBOR is a measure of the average interest rate at which major
global banks can borrow from one another. It is quoted in multiple currencies and tenors using data reported by a panel of
private-sector banks. Following allegations of rate manipulation in 2012 and concerns regarding its thin liquidity, the use of
LIBOR came under increasing pressure, and in July 2017, the U.K. Financial Conduct Authority, which regulates LIBOR,
announced that it will stop encouraging banks to provide the quotations needed to sustain LIBOR after 2021. This may cause
LIBOR to cease to be published. LIBOR panel banks have agreed to submit quotations to LIBOR through the end of 2021.
Before then, it is expected that market participants will transition to the use of different reference or benchmark rates. However,
there is currently no definitive information regarding the future utilization of LIBOR or of any particular replacement rate.
Regulators have suggested alternative reference rates, but global consensus is lacking and the process for amending existing
contracts or instruments to transition away from LIBOR remains unclear.
While it is expected that market participants will amend financial instruments referencing LIBOR to include fallback
provisions and other measures that contemplate the discontinuation of LIBOR or other similar market disruption events, neither
the effect of the transition process nor the viability of such measures is known. While market participants have begun
transitioning away from LIBOR, there are obstacles to converting certain longer term securities and transactions to a new
benchmark or benchmarks. The effectiveness of multiple alternative reference rates as opposed to one primary reference rate has
not been determined. The effectiveness of alternative reference rates used in new or existing financial instruments and products
has also not yet been determined. As market participants transition away from LIBOR, LIBOR’s usefulness may deteriorate,
which could occur prior to the end of 2021. The transition process may lead to increased volatility and illiquidity in markets that
currently rely on LIBOR to determine interest rates. LIBOR’s deterioration may adversely affect the liquidity and/or market
value of securities that use LIBOR as a benchmark interest rate, including securities and other financial instruments held by the
Fund. Further, the utilization of an alternative reference rate, or the transition process to an alternative reference rate, may
adversely affect the Fund’s performance.
Cybersecurity Risk
Like other funds and business enterprises, Federated Hermes’ business relies on the security and reliability of information and
communications technology, systems and networks. Federated Hermes uses digital technology, including, for example,
networked systems, email and the Internet, to conduct business operations and engage clients, customers, employees, products,
accounts, shareholders, and relevant service providers, among others. Federated Hermes, as well as its funds and certain service
providers, also generate, compile and process information for purposes of preparing and making filings or reports to
governmental agencies, and a cybersecurity attack or incident that impacts that information, or the generation and filing
processes, may prevent required regulatory filings and reports from being made. The use of the Internet and other electronic
media and technology exposes the Fund, the Fund’s shareholders, and the Fund’s service providers, and their respective
operations, to potential risks from cybersecurity attacks or incidents (collectively,
“
cyber-events
”
).
Cyber-events can result from intentional (or deliberate) attacks or unintentional events by insiders or third parties, including
cybercriminals, competitors, nation-states and
“
hacktivists,
”
among others. Cyber-events may include, for example, phishing, use
of stolen access credentials, unauthorized access to systems, networks or devices (such as, for example, through
“
hacking
”
activity), structured query language attacks, infection from or spread of malware, ransomware, computer viruses or other
malicious software code, corruption of data, and attacks (including, but not limited to, denial of service attacks on websites)
which shut down, disable, slow, impair or otherwise disrupt operations, business processes, technology, connectivity or website
or internet access, functionality or performance. Like other funds and business enterprises, the Fund and its service providers
have experienced, and will continue to experience, cyber-events on a daily basis. In addition to intentional cyber-events,
unintentional cyber-events can occur, such as, for example, the inadvertent release of confidential information. To date,
cyber-events have not had a material adverse effect on the Fund’s business operations or performance.
Cyber-events can affect, potentially in a material way, Federated Hermes’ relationships with its customers, employees,
products, accounts, shareholders and relevant service providers. Any cyber-event could adversely impact the Fund and its
shareholders and cause the Fund to incur financial loss and expense, as well as face exposure to regulatory penalties, reputational
damage and additional compliance costs associated with corrective measures. A cyber-event may cause the Fund, or its service
providers, to lose proprietary information, suffer data corruption, lose operational capacity (such as, for example, the loss of the
ability to process transactions, calculate the Fund’s NAV, or allow shareholders to transact business or other disruptions to
operations), and/or fail to comply with applicable privacy and other laws. Among other potentially harmful effects, cyber-events
also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support the
Fund and its service providers. In addition, cyber-events affecting issuers in which the Fund invests could cause the Fund’s
investments to lose value.
The Fund’s Adviser and its relevant affiliates have established risk management systems reasonably designed to seek to reduce
the risks associated with cyber-events. The Fund’s Adviser employs various measures aimed at mitigating cybersecurity risk,
including, among others, use of firewalls, system segmentation, system monitoring, virus scanning, periodic penetration testing,
employee phishing training and an employee cybersecurity awareness campaign. Among other vendor management efforts,
Federated Hermes also conducts due diligence on key service providers (or vendors) relating to cybersecurity. Federated Hermes
has established a committee to oversee Federated Hermes’ information security and data governance efforts, and updates on
cyber-events and risks are reviewed with relevant committees, as well as Federated Hermes’ and the Fund’s Boards of Directors
or Trustees (or a committee thereof), on a periodic (generally quarterly) basis (and more frequently when circumstances warrant)
as part of risk management oversight responsibilities. However, there is no guarantee that the efforts of Federated Hermes, the
Fund’s Adviser or its affiliates, or other service providers, will succeed, either entirely or partially as there are limits on Federated
Hermes’ and the Fund’s ability to prevent, detect or mitigate cyber-events. Among other reasons, the cybersecurity landscape is
constantly evolving, the nature of malicious cyber-events is becoming increasingly sophisticated and the Fund’s Adviser, and its
relevant affiliates, cannot control the cyber systems and cybersecurity systems of issuers or third-party service providers.
Investment Objective (and Policies) and Investment Limitations
The Fund’s investment objective is to provide long-term capital appreciation. The investment objective may be changed by the
Fund’s Board without shareholder approval.
The Fund will seek to achieve its investment objective by investing primarily in equity and/or equity-related securities of, or
relating to, small and mid-capitalization companies domiciled in the U.S., or companies that derive a large proportion of their
income from U.S. activities, that are quoted or traded on regulated markets worldwide (primarily in the U.S. or Canada) as well
as component securities of the Russell 2500 Index. The Russell 2500 Index measures the performance of the 2,500 smallest
companies in the Russell 3000 Index.
The Fund is actively managed by the Adviser. The Fund may, from time to time, determine to include information in its
marketing materials in relation to the performance of an index or benchmark. For the avoidance of doubt the Fund’s objective is
not to track the performance of an index or benchmark. The Fund does not charge any performance fees and, accordingly, no fees
are paid to the Adviser on the basis of outperformance of an index or benchmark.
Investment limitations
Diversification
With respect to securities comprising 75% of the value of its total assets, the Fund will not purchase securities of any one
issuer (other than cash; cash items; securities issued or guaranteed by the government of the United States or its agencies or
instrumentalities and repurchase agreements collateralized by such U.S. government securities; and securities of other investment
companies) if, as a result, more than 5% of the value of its total assets would be invested in the securities of that issuer, or the
Fund would own more than 10% of the outstanding voting securities of that issuer.
Concentration
The Fund will not make investments that will result in the concentration of its investments in the securities of issuers primarily
engaged in a particular industry or group of industries. For purposes of this restriction, the term concentration has the meaning set
forth in the Investment Company Act of 1940 (
“
1940 Act
”
), any rule or order thereunder, or any SEC staff interpretation thereof.
Government securities and municipal securities will not be deemed to constitute an industry.
Underwriting
The Fund may not underwrite the securities of other issuers, except that the Fund may engage in transactions involving the
acquisition, disposition or resale of its portfolio securities, under circumstances where it may be considered to be an underwriter
under the Securities Act of 1933.
Investing in Commodities
The Fund may not purchase or sell physical commodities, provided that the Fund may purchase securities of companies that
deal in commodities. For purposes of this restriction, investments in transactions involving futures contracts and options, forward
currency contracts, swap transactions and other financial contracts that settle by payment of cash are not deemed to be
investments in commodities.
Investing in Real Estate
The Fund may not purchase or sell real estate, provided that this restriction does not prevent the Fund from investing in issuers
which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured
by real estate or interests therein. The Fund may exercise its rights under agreements relating to such securities, including the
right to enforce security interests and to hold real estate acquired by reason of such enforcement until that real estate can be
liquidated in an orderly manner.
Borrowing Money and Issuing Senior Securities
The Fund may borrow money, directly or indirectly, and issue senior securities to the maximum extent permitted under the
1940 Act, any rule or order there under, or any SEC staff interpretation thereof.
Lending
The Fund may not make loans, provided that this restriction does not prevent the Fund from purchasing debt obligations,
entering into repurchase agreements, lending its assets to broker/dealers or institutional investors and investing in loans,
including assignments and participation interests.
The above limitations cannot be changed unless authorized by the Board and by the vote of a majority of the Fund’s
outstanding voting securities, as defined by the 1940 Act, which means the lesser of (a) 67% of the shares of the Fund
present or represented by proxy at a meeting if the holders of more than 50% of the outstanding shares are present or
represented at the meeting or (b) more than 50% of the outstanding shares of the Fund. The following limitations,
however, may be changed by the Board without shareholder approval. Shareholders will be notified before any material
change in these limitations becomes effective.
Illiquid Securities
The Fund will not purchase securities for which there is no readily available market, or enter into repurchase agreements or
purchase time deposits that the Fund cannot dispose of within seven days, if immediately after and as a result, the value of such
securities would exceed, in the aggregate, 15% of the Fund’s net assets.
Purchases on Margin
The Fund will not purchase securities on margin, provided that the Fund may obtain short-term credits necessary for the
clearance of purchases and sales of securities and further provided that the Fund may make margin deposits in connection with its
use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or
derivative instruments.
Pledging Assets
The Fund will not mortgage, pledge or hypothecate any of its assets, provided that this shall not apply to the transfer of
securities in connection with any permissible borrowing or to collateral arrangements in connection with permissible activities.
Non-Fundamental Names Rule Policy
The Fund will invest its assets so that, under normal circumstances, at least 80% of its net assets (plus any borrowing for
investment purposes) are invested in equity securities of small to mid-capitalization (
“
SMID
”
) companies. The Fund will notify
shareholders at least 60 days in advance of any change in its investment policy that would enable the Fund to invest, under
normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in equity securities of
SMID companies.
For purposes of this limitation, small to mid-capitalization companies will normally be defined as companies with market
capitalizations similar to the constituents of the Russell 2500 Index. As of June 30, 2020, the capitalization of companies
included in the Russell 2500 Index ranged from approximately $14 million to $14.3 billion.
Additional Information
For purposes of the above limitations, the Fund considers certificates of deposit and demand and time deposits issued by a
U.S. branch of a domestic bank or savings association having capital, surplus, and undivided profits in excess of $100,000,000 at
the time of investment to be
“
cash items
”
and
“
bank instruments.
”
Except with respect to borrowing money, if a percentage
limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or
net assets will not result in a violation of such limitation.
In applying the concentration restriction: (a) utility companies will be divided according to their services (for example, gas, gas
transmission, electric and telephone will be considered a separate industry); (b) financial service companies will be classified
according to the end users of their services (for example, automobile finance, bank finance and diversified finance will each be
considered a separate industry); (c) asset-backed securities will be classified according to the underlying assets securing such
securities; (d) municipal securities shall exclude private activity municipal debt securities, which are principally backed by the
assets and revenues of the non-governmental user of the funds generated by securities issuance; and (e) the Fund will typically
consider (i.e., look through to) the concentration of an investment company in which it invests only if that investment company is
itself a concentrated portfolio.
To conform to the current view of the SEC that only domestic bank deposit instruments may be excluded from industry
concentration limitations, as a matter of non-fundamental policy, the Fund will not exclude foreign bank instruments from
industry concentration limitations so long as the policy of the SEC remains in effect. In addition, investments in bank
instruments, and investments in certain industrial development bonds funded by activities in a single industry, will be deemed to
constitute investment in an industry, except when held for temporary defensive purposes. The investment of more than 25% of
the value of the Fund’s total assets in any one industry will constitute
“
concentration.
”
For purposes of the above limitations, municipal securities are those securities issued by governments or political subdivisions
of governments.
In applying the borrowing limitation, in accordance with Section 18(f)(1) of the 1940 Act and current SEC rules and guidance,
the Fund is permitted to borrow money, directly or indirectly, provided that immediately after any such borrowing, the Fund has
asset coverage of at least 300% for all of the Fund’s borrowings and provided further that in the event that such asset coverage
shall at any time fall below 300% the Fund shall, within three business days, reduce the amount of its borrowings to an extent
that the asset coverage of such borrowings shall be at least 300%.
As a matter of non-fundamental policy, for purposes of the illiquid securities policy, illiquid securities are securities that the
Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the
sale or disposition significantly changing the market value of the investment.
In applying the Names Rule Policy, the Fund will not consider convertible securities to be equity securities for the purposes of
determining whether at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) are invested in
equity investments.
What Do Shares Cost?
Determining Market Value of Securities
A Share’s net asset value (NAV) is determined as of the end of regular trading on the New York Stock Exchange (NYSE)
(normally 4:00 p.m. Eastern time) each day the NYSE is open. The Fund calculates the NAV of each class by valuing the assets
allocated to the Share’s class, subtracting the liabilities allocated to each class and dividing the balance by the number of Shares
of the class outstanding. The NAV for each class of Shares may differ due to the level of expenses allocated to each class as well
as a result of the variance between the amount of accrued investment income and capital gains or losses allocated to each class
and the amount actually distributed to shareholders of each class. The NAV is calculated to the nearest whole cent per Share.
In calculating its NAV, the Fund generally values investments as follows:
■
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.
If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, if the Fund
cannot obtain price evaluations from a pricing service or from more than one dealer for an investment within a reasonable period
of time as set forth in the Fund’s valuation policies and procedures, or if information furnished by a pricing service, in the
opinion of the Valuation Committee, is deemed not representative of the fair value of such security, the Fund will use the fair
value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund
could purchase or sell an investment at the price used to calculate the Fund’s NAV. The Fund will not use a pricing service or
dealer who is an affiliated person of the Adviser to value investments.
Noninvestment assets and liabilities are valued in accordance with U.S. Generally Accepted Accounting Principles (GAAP).
The NAV calculation includes expenses, dividend income, interest income, other income and realized and unrealized investment
gains and losses through the date of the calculation. Changes in holdings of investments and in the number of outstanding Shares
are included in the calculation not later than the first business day following such change. Any assets or liabilities denominated in
foreign currencies are converted into U.S. dollars using an exchange rate obtained from one or more currency dealers.
The Fund follows procedures that are common in the mutual fund industry regarding errors made in the calculation of its
NAV. This means that, generally, the Fund will not correct errors of less than one cent per Share or errors that did not result in
net dilution to the Fund.
Fair Valuation and Significant Events Procedures
The Board has ultimate responsibility for determining the fair value of investments for which market quotations are not readily
available. The Board has appointed a Valuation Committee comprised of officers of the Fund, the Adviser and certain of the
Adviser’s affiliated companies to assist in determining fair value and in overseeing the calculation of the NAV. The Board has
also authorized the use of pricing services recommended by the Valuation Committee to provide price evaluations of the current
fair value of certain investments for purposes of calculating the NAV.
Pricing Service Valuations.
Based on the recommendations of the Valuation Committee, the Board has authorized the Fund,
subject to Board oversight, to use pricing services that provide daily fair value evaluations of the current value of certain
investments, primarily fixed-income securities and OTC derivatives contracts. Different pricing services may provide different
price evaluations for the same security because of differences in their methods of evaluating market values. Factors considered by
pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity,
call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers and
general market conditions. A pricing service may find it more difficult to apply these and other factors to relatively illiquid or
volatile investments, which may result in less frequent or more significant changes in the price evaluations of these investments.
If a pricing service determines that it does not have sufficient information to use its standard methodology, it may evaluate an
investment based on the present value of what investors can reasonably expect to receive from the issuer’s operations
or liquidation.
Special valuation considerations may apply with respect to the Fund’s
“
odd-lot
”
positions, if any, as the Fund may receive
lower prices when it sells such positions than it would receive for sales of institutional round lot positions. Typically, these
securities are valued assuming orderly transactions of institutional round lot sizes, but the Fund may hold or, from time to time,
transact in such securities in smaller, odd lot sizes.
The Valuation Committee engages in oversight activities with respect to the Fund’s pricing services, which includes, among
other things, monitoring significant or unusual price fluctuations above predetermined tolerance levels from the prior day,
back-testing of pricing services’ prices against actual sale transactions, conducting periodic due diligence meetings and reviews,
and periodically reviewing the inputs, assumptions and methodologies used by these pricing services. If information furnished by
a pricing service is not readily available or, in the opinion of the Valuation Committee, is deemed not representative of the fair
value of such security, the security will be fair valued by the Valuation Committee in accordance with procedures established by
the Trustees as discussed below in
“
Fair Valuation Procedures.
”
Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a
“
bid
”
evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid
and asked for the investment (a
“
mid
”
evaluation). The Fund normally uses bid evaluations for any U.S. Treasury and Agency
securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for any other types of
fixed-income securities and any OTC derivative contracts.
Fair Valuation Procedures.
The Board has established procedures for determining the fair value of investments for which
price evaluations from pricing services or dealers and market quotations are not readily available. The procedures define an
investment’s
“
fair value
”
as the price that the Fund might reasonably expect to receive upon its current sale. The procedures
assume that any sale would be made to a willing buyer in the ordinary course of trading. The procedures require consideration of
factors that vary based on the type of investment and the information available. Factors that may be considered in determining an
investment’s fair value include: (1) the last reported price at which the investment was traded; (2) information provided by
dealers or investment analysts regarding the investment or the issuer; (3) changes in financial conditions and business prospects
disclosed in the issuer’s financial statements and other reports; (4) publicly announced transactions (such as tender offers and
mergers) involving the issuer; (5) comparisons to other investments or to financial indices that are correlated to the investment;
(6) with respect to fixed-income investments, changes in market yields and spreads; (7) with respect to investments that have
been suspended from trading, the circumstances leading to the suspension; and (8) other factors that might affect the
investment’s value.
The Valuation Committee is responsible for the day-to-day implementation of these procedures subject to Board oversight.
The Valuation Committee may also authorize the use of a financial valuation model to determine the fair value of a specific type
of investment. The Board periodically reviews and approves the fair valuations made by the Valuation Committee and any
changes made to the procedures.
Using fair value to price investments may result in a value that is different from an investment’s most recent closing price and
from the prices used by other mutual funds to calculate their NAVs. The application of the fair value procedures to an investment
represent a good faith determination of an investment’s fair value. There can be no assurance that the Fund could obtain the fair
value assigned to an investment if it sold the investment at approximately the time at which the Fund determines its NAV per
share, and the actual value could be materially different.
Significant Events.
The Board has adopted procedures requiring an investment to be priced at its fair value whenever the
Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the
price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered
significant if there is both an affirmative expectation that the investment’s value will change in response to the event and a
reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of
the principal market on which a security is traded, or the time of a price evaluation provided by a pricing service or a
dealer, include:
■
With respect to securities traded principally in foreign markets, significant trends in U.S. equity markets or in the trading of
foreign securities index futures contracts;
■
Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities
are traded; and
■
Announcements concerning matters such as acquisitions, recapitalizations or litigation developments, or a natural disaster
affecting the issuer’s operations or regulatory changes or market developments affecting the issuer’s industry.
The Board has adopted procedures whereby the Valuation Committee uses a pricing service to provide factors to update the
fair value of equity securities traded principally in foreign markets from the time of the close of their respective foreign stock
exchanges to the pricing time of the Fund. The pricing service uses models that correlate changes between the closing and
opening price of equity securities traded primarily in non-U.S. markets to changes in prices in U.S.-traded securities and
derivative contracts. The pricing service seeks to employ the model that provides the most significant correlation based on a
periodic review of the results. The model uses the correlation to adjust the reported closing price of a foreign equity security
based on information available up to the close of the NYSE.
For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing
sources. If a reliable alternative pricing source is not available, the fair value of the investment is determined using the methods
discussed above in
“
Fair Valuation Procedures.
”
The Board has ultimate responsibility for any fair valuations made in response
to a significant event.
How is the Fund Sold?
Under the Distributor’s Contract with the Fund, the Distributor (
“
Federated Securities Corp.
”
) offers Shares on a continuous,
best-efforts basis.
Additional Payments To Financial Intermediaries
The Distributor may pay out of its own resources amounts to certain financial intermediaries, including broker-dealers, banks,
registered investment advisers, independent financial planners and retirement plan administrators. In some cases, such payments
may be made by, or funded from the resources of, companies affiliated with the Distributor (including the Adviser). While
Financial Industry Regulatory Authority, Inc. (FINRA) regulations limit the sales charges that you may bear, there are no limits
with regard to the amounts that the Distributor may pay out of its own resources. In addition to the payments which are generally
described herein and in the Prospectus, the financial intermediary also may receive payments under the Rule 12b-1 Plan and/or
Service Fees. In connection with these payments, the financial intermediary may elevate the prominence or profile of the Fund
and/or other Federated Hermes funds within the financial intermediary’s organization by, for example, placement on a list of
preferred or recommended funds and/or granting the Distributor preferential or enhanced opportunities to promote the funds in
various ways within the financial intermediary’s organization. The same financial intermediaries may receive payments under
more than one or all categories. These payments assist in the Distributor’s efforts to support the sale of Shares. These payments
are negotiated and may be based on such factors as: the number or value of Shares that the financial intermediary sells or may
sell; the value of client assets invested; the level and types of services or support furnished by the financial intermediary; or the
Fund’s and/or other Federated Hermes funds’ relationship with the financial intermediary. Not all financial intermediaries receive
such payments and the amount of compensation may vary by intermediary. You should ask your financial intermediary for
information about any payments it receives from the Distributor or the Federated Hermes funds and any services it provides, as
well as the fees and/or commissions it charges.
Regarding the Fund’s IS Class, the IS Class of the Fund currently does not accrue, pay or incur any shareholder services/account
administration fees, although the Board of Trustees has approved the IS Class of the Fund to accrue, pay and incur such
fees in amounts up to a maximum amount of 0.25%, or some lesser amount as the Board of Trustees shall approve from time to
time. The IS Class of the Fund will not accrue, pay or incur such fees until such time as approved by the Fund’s Board
of Trustees.
The categories of additional payments are described below.
Supplemental Payments
The Distributor may make supplemental payments to certain financial intermediaries that are holders or dealers of record for
accounts in one or more of the Federated Hermes funds. These payments may be based on such factors as: the number or value of
Shares the financial intermediary sells or may sell; the value of client assets invested; or the type and nature of services or
support furnished by the financial intermediary.
Processing Support Payments
The Distributor may make payments to certain financial intermediaries that sell Federated Hermes fund shares to help offset
their costs associated with client account maintenance support, statement processing and transaction processing. The types of
payments that the Distributor may make under this category include: payment of ticket charges on a per-transaction basis;
payment of networking fees; and payment for ancillary services such as setting up funds on the financial intermediary’s mutual
fund trading system.
Retirement Plan Program Servicing Payments
The Distributor may make payments to certain financial intermediaries who sell Federated Hermes fund shares through
retirement plan programs. A financial intermediary may perform retirement plan program services itself or may arrange with a
third party to perform retirement plan program services. In addition to participant recordkeeping, reporting or transaction
processing, retirement plan program services may include: services rendered to a plan in connection with fund/investment
selection and monitoring; employee enrollment and education; plan balance rollover or separation; or other similar services.
Marketing Support Payments
From time to time, the Distributor, at its expense, may provide additional compensation to financial intermediaries that sell or
arrange for the sale of Shares. Such compensation, provided by the Distributor, may include financial assistance to financial
intermediaries that enable the Distributor to participate in or present at conferences or seminars, sales or training programs for
invited registered representatives and other employees, client entertainment, client and investor events and other financial
intermediary-sponsored events. The Distributor may also provide additional compensation to financial intermediaries for services
rendered in connection with technology and programming set-up, platform development and maintenance or similar services and
for the provision of sales-related data to the Adviser and/orits affiliates.
The Distributor also may hold or sponsor, at its expense, sales events, conferences and programs for employees or associated
persons of financial intermediaries and may pay the travel and lodging expenses of attendees. The Distributor also may provide,
at its expense, meals and entertainment in conjunction with meetings with financial intermediaries. Other compensation may be
offered to the extent not prohibited by applicable federal or state law or regulations, or the rules of any self-regulatory agency,
such as FINRA. These payments may vary depending on the nature of the event or the relationship.
For the year ended December 31, 2019, the following is a list of FINRA member firms that received additional payments from
the Distributor or an affiliate. Additional payments may also be made to certain other financial intermediaries that are not FINRA
member firms that sell Federated Hermes fund shares or provide services to the Federated Hermes funds and shareholders. These
firms are not included in this list. Any additions, modifications or deletions to the member firms identified in this list that have
occurred since December 31,2019, are not reflected. You should ask your financial intermediary for information about any
additional payments it receives from the Distributor.
Access Point, LLC
ADP Broker-Dealer, Inc.
American Enterprise Investment Services Inc.
American Portfolios Advisors Inc.
Ascensus Broker Dealer Services LLC
Avantax Investment Services, Inc.
Banc of America Investment Services, Inc.
BB&T Securities, LLC
BBVA Securities Inc.
BMO Harris Financial Advisors, Inc.
Broadridge Business Process Outsourcing, LLC
Brown Brothers Harriman & Company
Cadaret, Grant & Co., Inc.
Caitlin John, LLC
Calton & Associates, Inc.
Cambridge Financial Group, Inc.
Castle Rock Wealth Management, LLC
CBIZ Financial Solutions, Inc.
Cetera Advisor Networks LLC
Cetera Advisors LLC
Cetera Financial Specialists LLC
Cetera Investment Advisers LLC
Cetera Investment Services LLC
Charles Schwab & Company, Inc.
Citigroup Global Markets Inc.
Citizens Securities, Inc.
Comerica Securities, Inc.
Commonwealth Financial Network
Concord Wealth Partners
CVAGS, Inc.
D.A. Davidson & Co.
Davenport & Company LLC
David Lerner Associates, Inc.
Deutsche Bank Securities Inc.
E*Trade Securities LLC
Edward D. Jones & Co., LP
Emerald Advisors, LLC
Envestnet Asset Management, Inc.
Epic Advisors Inc.
ESL Investment Services, LLC
FBL Marketing Services, LLC
Fidelity Investments Institutional Operations
Company, Inc. (FIIOC)
Fiducia Group, LLC
Fieldpoint Private Securities, LLC
Fifth Third Securities, Inc.
FIS Brokerage & Securities Services LLC
Folger Nolan Fleming Douglas Incorporated
Franklin/Templeton Distributors, Inc.
FSC Securities Corporation
Gitterman Wealth Management LLC
Goldman Sachs & Co. LLC
Great-West Life & Annuity Insurance Company
GWFS Equities, Inc.
Hancock Whitney Investment Services, Inc.
Hefren-Tillotson Inc.
Henderson Global Investors Limited
HighTower Securities, LLC
Hilltop Securities Inc.
The Huntington Investment Company
Independent Financial Group, LLC
Industrial and Commercial Bank of China
Financial Services LLC
Infinex Investments, Inc.
Institutional Cash Distributors, LLC
INTL FCStone Financial Inc.
J.J.B. Hilliard, W.L. Lyons, LLC
J.P. Morgan Securities LLC
Janney Montgomery Scott LLC
Kestra Investment Services, LLC
Key Investment Services, LLC
KeyBanc Capital Markets, Inc.
KMS Financial Services, Inc.
Laidlaw Wealth Management LLC
Lincoln Financial Securities Corporation
Lincoln Investment Planning, LLC
LPL Financial LLC
M Holdings Securities, Inc.
M&T Securities Inc.
Materetsky Financial Group
Mercer Global Advisors Inc.
Merrill Lynch, Pierce, Fenner and Smith Incorporated
Mid Atlantic Capital Corp.
MML Investors Services, LLC
Morgan Stanley Smith Barney LLC
National Financial Services LLC
Nationwide Investment Services Corporation
NBC Securities, Inc.
Newport Group, Inc.
Northwestern Mutual Investment Services, LLC
NYLIFE Distributors LLC
NYLIFE Securities LLC
Oneamerica Securities, Inc.
Open Range Financial Group, LLC
Oppenheimer & Company, Inc.
Paychex Securities Corp
Pensionmark Financial Group, LLC
People’s Securities, Inc.
Pershing LLC
Piper Jaffray & Co.
Pitcairn Trust Company
Planmember Securities Corporation
PNC Capital Markets, LLC
PNC Investments LLC
Principal Securities, Inc.
Private Client Services, LLC
Procyon Private Wealth Partners, LLC
Proequities, Inc.
Prudential Investment Management Services, LLC
Purshe Kaplan Sterling Investments
Raymond James & Associates, Inc.
Raymond James Financial Services, Inc.
RBC Capital Markets, LLC
Regal Investment Advisors LLC
Resources Investment Advisors, Inc.
Robert W. Baird & Co. Inc.
Royal Alliance Associates Inc.
SA Stone Wealth Management Inc.
SagePoint Financial, Inc.
Sageview Advisory Group, LLC
Securian Financial Services, Inc.
Securities America, Inc.
Securities Service Network, Inc.
Security Distributors LLC
Sentry Advisors, LLC
Sigma Financial Corporation
Spire Securities LLC
State Street Global Markets, LLC
Stephens Inc.
Stifel, Nicolaus & Company, Incorporated
Strategic Benefits Consultants, Inc.
Summit Financial Group, Inc.
Suntrust Investment Services, Inc.
Suntrust Robinson Humphrey, Inc.
TD Ameritrade, Inc.
Thrivent Investment Management, Inc.
TIAA CREF Individual & Institutional Services LLC
Towerpoint Wealth, LLC
Transamerica Financial Advisors, Inc.
Triad Advisors, LLC
U.S. Bancorp Investments, Inc.
UBS Financial Services Inc.
UBS Securities LLC
United Planners Financial Services of America
Valic Financial Advisors, Inc.
Valor Financial Securities LLC
The Vanguard Group, Inc.
Vanguard Marketing Corporation
Vining-Sparks IBG, Limited Partnership
Vision Financial Markets, LLC
Voya Financial Advisors, Inc.
Voya Financial Partners, LLC
Voya Retirement Advisors, LLC
The Wealth Enhancement Group, Inc.
Wells Fargo Clearing Services LLC
Wells Fargo Securities, LLC
Wintrust Investments, LLC
Woloshin Investment Management LLC
Woodbury Financial Services, Inc.
World Equity Group, Inc.
XML Financial, LLC
Purchases In-Kind
You may contact the Distributor to request a purchase of Shares using securities you own. The Fund reserves the right to
determine whether to accept your securities and the minimum market value to accept. The Fund will value your securities in the
same manner as it values its assets. An in-kind purchase may be treated as a sale of your securities for federal tax purposes;
please consult your tax adviser regarding potential tax liability.
Redemption In-Kind
Although the Fund generally intends to pay Share redemptions in cash, it reserves the right, on its own initiative or in response
to a shareholder request, to pay the redemption price in whole or in part by a distribution of the Fund’s portfolio securities.
Because the Fund has elected to be governed by Rule 18f-1 under the 1940 Act, the Fund is obligated to pay Share
redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1% of the net assets represented by such
Share class during any 90-day period.
Any Share redemption payment greater than this amount will also be in cash unless the Fund elects to pay all or a portion of
the remainder of the redemption in portfolio securities, valued in the same way as the Fund determines its NAV.
Redemption in-kind is not as liquid as a cash redemption. Shareholders receiving the portfolio securities could have difficulty
selling them, may incur related transaction costs and would be subject to risks of fluctuations in the securities’ values prior
to sale.
Delaware Statutory Trust Law
The Fund is an organization of the type commonly known as a
“
Delaware statutory trust.
”
The Fund’s Declaration of Trust
provides that the Trustees and officers of the Fund, in their capacity as such, will not be personally liable for errors of judgment
or mistakes of fact or law; but nothing in the Declaration of Trust protects a Trustee against any liability to the Fund or its
shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office. Voting rights are not cumulative, which means that the holders of
more than 50% of the Shares voting for the election of Trustees can elect 100% of the Trustees and, in such event, the holders of
the remaining less than 50% of the Shares voting on the matter will not be able to elect any Trustees.
In the unlikely event a shareholder is held personally liable for the Trust’s obligations, the Trust is required by the Declaration
of Trust to use its property to protect or compensate the shareholder. On request, the Trust will defend any claim made and pay
any judgment against a shareholder for any act or obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder will occur only if the Trust itself cannot meet its obligations to indemnify shareholders and pay judgments
against them.
Account and Share Information
Voting Rights
Each Share of the Fund gives the shareholder one vote in Trustee elections and other matters submitted to shareholders
for vote.
All Shares of the Trust have equal voting rights, except that in matters affecting only a particular Fund or class, only shares of
that Fund or class are entitled to vote.
Trustees may be removed by the Board or by shareholders at a special meeting. A special meeting of shareholders will be
called by the Board upon the written request of shareholders who own at least 10% of the Trust’s outstanding Shares of all series
entitled to vote.
As of October 7, 2020, the following shareholders owned of record, beneficially, or both, 5% or more of outstanding
Institutional Shares: Hermes Fund Managers Limited, London, United Kingdom owned approximately 50,000 Shares (19.86%);
FII Holdings, Inc., Pittsburgh, PA, owned approximately 200,000 Shares (79.45%).
Shareholders owning 25% or more of outstanding Shares may be in control and be able to affect the outcome of certain matters
presented for a vote of shareholders.
FII Holdings, Inc. is organized in the state of Delaware and is a subsidiary of Federated Hermes, Inc., organized in the
Commonwealth of Pennsylvania.
Tax Information
Federal Income Tax
The Fund intends to meet requirements of Subchapter M of the Internal Revenue Code (the
“
Code
”
) applicable to regulated
investment companies. If these requirements are not met, it will not receive special tax treatment and will be subject to federal
corporate income tax.
The Fund will be treated as a single, separate entity for federal income tax purposes so that income earned and capital gains
and losses realized by the Trust’s other portfolios will be separate from those realized by the Fund.
Tax Basis Information
The Fund’s Transfer Agent is required to provide you with the cost basis information on the sale of any of your Shares in the
Fund, subject to certain exceptions.
Foreign Investments
If the Fund purchases foreign securities, its investment income may be subject to foreign withholding or other taxes that could
reduce the return on these securities. Tax treaties between the United States and foreign countries, however, may reduce or
eliminate the amount of foreign taxes to which the Fund would be subject. The effective rate of foreign tax cannot be predicted
since the amount of Fund assets to be invested within various countries is uncertain. However, the Fund intends to operate so as
to qualify for treaty-reduced tax rates when applicable.
Distributions from the Fund may be based on estimates of book income for the year. Book income generally consists solely of
the income generated by the securities in the portfolio, whereas tax-basis income includes, in addition, gains or losses attributable
to currency fluctuation. Due to differences in the book and tax treatment of fixed-income securities denominated in foreign
currencies, it is difficult to project currency effects on an interim basis. Therefore, to the extent that currency fluctuations cannot
be anticipated, a portion of distributions to shareholders could later be designated as a return of capital, rather than income, for
income tax purposes, which may be of particular concern to certain trusts.
Certain foreign corporations may qualify as Passive Foreign Investment Companies (PFIC). There are special rules prescribing
the tax treatment of such an investment by the Fund, which could subject the Fund to federal income tax.
If more than 50% of the value of the Fund’s assets at the end of the tax year is represented by stock or securities of foreign
corporations, the Fund will qualify for certain Code provisions that allow its shareholders to claim a foreign tax credit or
deduction on their U.S. income tax returns. The Code may limit a shareholder’s ability to claim a foreign tax credit. Shareholders
who elect to deduct their portion of the Fund’s foreign taxes rather than take the foreign tax credit must itemize deductions on
their income tax returns.
Who Manages and Provides Services to the Fund?
Board of Trustees
The Board of Trustees is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except
those reserved for the shareholders. The following tables give information about each Trustee and the senior officers of the Fund.
Where required, the tables separately list Trustees who are
“
interested persons
”
of the Fund (i.e.,
“
Interested
”
Trustees) and those
who are not (i.e.,
“
Independent
”
Trustees). Unless otherwise noted, the address of each person listed is 1001 Liberty Avenue,
Pittsburgh, PA 15222-3779. The address of all Independent Trustees listed is 4000 Ericsson Drive, Warrendale, PA 15086-7561;
Attention: Mutual Fund Board. As of December 31, 2019, the Trust comprised 11 portfolios, and the Federated Hermes Complex
consisted of 41 investment companies (comprising 135 portfolios). Unless otherwise noted, each Officer is elected annually.
Unless otherwise noted, each Trustee oversees all portfolios in the Federated Hermes Complex and serves for an indefinite term.
As of October 7, 2020, the Fund’s Board and Officers as a group owned less than 1% of each class of the Fund’s outstanding
Institutional Shares.
qualifications of Independent Trustees
Individual Trustee qualifications are noted in the
“
Independent Trustees Background and Compensation
”
chart. In addition,
the following characteristics are among those that were considered for each existing Trustee and will be considered for any
Nominee Trustee.
■
Outstanding skills in disciplines deemed by the Independent Trustees to be particularly relevant to the role of Independent
Trustee and to the Federated 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.
interested Trustees Background and Compensation
Name
Birth Date
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)
|
Aggregate
Compensation
From Fund
(past fiscal year)
|
Total Compensation
From 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.
Previous Positions:
President, Federated Investment Counseling; President
and Chief Executive Officer, Federated Investment Management Company,
Federated Global Investment Management Corp. and Passport
Research, Ltd.; Chairman, Passport Research, Ltd.
|
|
|
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.
Previous Positions:
President and Director of the Institutional Sales
Division of Federated Securities Corp.; President and Director of Federated
Investment Counseling; President and CEO of Passport Research, Ltd.;
Director, Edgewood Securities Corp.; Director, Federated Services
Company; Director, Federated Hermes, Inc.; Chairman and Director,
Southpointe Distribution Services, Inc. and President, Technology,
Federated Services Company.
|
|
|
*
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.
Independent Trustees BACKGROUND, qualifications AND COMPENSATION
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).
Other Directorships Held:
Chairman of the Board of Directors, Director,
and Chairman of the Compensation Committee, KLX Energy Services
Holdings, Inc. (oilfield services); former Director of KLX Corp (aerospace).
Qualifications:
Mr. Collins has served in several business and financial
management roles and directorship positions throughout his career.
Mr. Collins previously served as Chairman and CEO of The Collins Group,
Inc. (a private equity firm) and as a Director of KLX Corp. Mr. Collins
serves as Chairman Emeriti, Bentley University. Mr. Collins previously
served as Director and Audit Committee Member, Bank of America Corp.;
Director, FleetBoston Financial Corp.; and Director, Beth Israel Deaconess
Medical Center (Harvard University Affiliate Hospital).
|
|
|
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).
Other Directorships Held:
Director, Chair of the Audit Committee,
Equifax, Inc.; Director, Member of the Audit Committee, Haverty Furniture
Companies, Inc.; formerly, Director, Member of Governance and
Compensation Committees, Publix Super Markets, Inc.
Qualifications:
Mr. Hough has served in accounting, business
management and directorship positions throughout his career. Mr. Hough
most recently held the position of Americas Vice Chair of Assurance with
Ernst & Young LLP (public accounting firm). Mr. Hough serves on the
President’s Cabinet and Business School Board of Visitors for the
University of Alabama. Mr. Hough previously served on the Business
School Board of Visitors for Wake Forest University, and he previously
served as an Executive Committee member of the United States
Golf Association.
|
|
|
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.
Other Directorships Held:
Director, CNX Resources Corporation
(formerly known as CONSOL Energy Inc.).
Qualifications:
Judge Lally-Green has served in various legal and business
roles and directorship positions throughout her career. Judge Lally-Green
previously held the position of Dean of the School of Law of Duquesne
University (as well as Interim Dean). Judge Lally-Green previously served
as a member of the Superior Court of Pennsylvania and as a Professor of
Law, Duquesne University School of Law. Judge Lally-Green was
appointed by the Supreme Court of Pennsylvania to serve on the Supreme
Court’s Board of Continuing Judicial Education and the Supreme Court’s
Appellate Court Procedural Rules Committee. Judge Lally-Green also
currently holds the positions on not for profit or for profit boards of
directors as follows: Director and Chair, UPMC Mercy Hospital; Director
and Vice Chair, Our Campaign for the Church Alive!, Inc.; Regent, Saint
Vincent Seminary; Member, Pennsylvania State Board of Education
(public); Director, Catholic Charities, Pittsburgh; and Director CNX
Resources Corporation (formerly known as CONSOL Energy Inc.). Judge
Lally-Green has held the positions of: Director, Auberle; Director, Epilepsy
Foundation of Western and Central Pennsylvania; Director, Ireland
Institute of Pittsburgh; Director, Saint Thomas More Society; Director and
Chair, Catholic High Schools of the Diocese of Pittsburgh, Inc.; Director,
Pennsylvania Bar Institute; Director, Saint Vincent College; and Director
and Chair, North Catholic High School, Inc.
|
|
|
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.
Other Directorships Held:
None.
Qualifications:
Mr. Mansfield has served as a Marine Corps officer and in
several banking, business management, educational roles and directorship
positions throughout his long career. He remains active as a
Management Consultant and Author.
|
|
|
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).
Other Directorships Held:
None.
Qualifications:
Mr. O’Neill has served in several business, mutual fund
and financial management roles and directorship positions throughout his
career. Mr. O’Neill serves as Director, Medicines for Humanity and
Director, The Golisano Children’s Museum of Naples, Florida. Mr. O’Neill
previously served as Chief Executive Officer and President, Managing
Director and Chief Investment Officer, Fleet Investment Advisors;
President and Chief Executive Officer, Aeltus Investment Management,
Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA;
Chief Investment Officer, The Putnam Companies, Boston, MA; Credit
Analyst and Lending Officer, Fleet Bank; Director and Consultant, EZE
Castle Software (investment order management software); and Director,
Midway Pacific (lumber).
|
|
|
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.).
Other Directorships Held:
None.
Qualifications:
Mr. Richey has served in several business and legal
management roles and directorship positions throughout his career.
Mr. Richey most recently held the positions of Senior Vice Chancellor and
Chief Legal Officer, University of Pittsburgh. Mr. Richey previously served
as Chairman of the Board, Epilepsy Foundation of Western Pennsylvania
and Chairman of the Board, World Affairs Council of Pittsburgh.
Mr. Richey previously served as Chief Legal Officer and Executive Vice
President, CNX Resources Corporation (formerly known as CONSOL
Energy Inc.) and Board Member, Ethics Counsel and Shareholder,
Buchanan Ingersoll & Rooney PC (a law firm).
|
|
|
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.
Other Directorships Held:
None.
Qualifications:
Mr. Walsh has served in several business management
roles and directorship positions throughout his career. Mr. Walsh
previously served as Vice President, Walsh & Kelly, Inc.
(paving contractors).
|
|
|
+
Because the Fund is a new portfolio of the Trust, Trustee compensation has not yet been earned and will be reported following the Fund’s next fiscal year.
OFFICERS*
Name
Birth Date
Address
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) and Previous Position(s)
|
Lori A. Hensler
Birth Date: January 6, 1967
Treasurer
Officer since: May 2017
|
Principal Occupations:
Principal Financial Officer and Treasurer of the Federated Hermes Complex; Senior Vice President,
Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp.; and Assistant Treasurer,
Federated Investors Trust Company. Ms. Hensler has received the Certified Public Accountant designation.
Previous Positions:
Controller of Federated Hermes, Inc.; Senior Vice President and Assistant Treasurer, Federated Investors
Management Company; Treasurer, Federated Investors Trust Company; Assistant Treasurer, Federated Administrative Services,
Federated Administrative Services, Inc., Federated Securities Corp., Edgewood Services, Inc., Federated Advisory Services
Company, Federated Equity Management Company of Pennsylvania, Federated Global Investment Management Corp.,
Federated Investment Counseling, Federated Investment Management Company, Passport Research, Ltd. and Federated MDTA,
LLC; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution
Services, Inc.
|
Peter J. Germain
Birth Date: September 3, 1959
CHIEF LEGAL OFFICER,
SECRETARY and EXECUTIVE
VICE PRESIDENT
Officer since: May 2017
|
Principal Occupations:
Mr. Germain is Chief Legal Officer, Secretary and Executive Vice President of the Federated 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, Inc. in 1984 and is a
member of the Pennsylvania Bar Association.
Previous Positions:
Deputy General Counsel, Special Counsel, Managing Director of Mutual Fund Services, Federated Hermes,
Inc.; Senior Vice President, Federated Services Company; and Senior Corporate Counsel, Federated Hermes, Inc.
|
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.
Previous Positions:
Mr. Van Meter previously held the position of Compliance Operating Officer, Federated Hermes, Inc. Prior to
joining Federated Hermes, Inc., Mr. Van Meter served at the United States Securities and Exchange Commission in the positions
of Senior Counsel, Office of Chief Counsel, Division of Investment Management and Senior Counsel, Division of Enforcement.
|
Stephen F. Auth
Birth Date: September 13, 1956
101 Park Avenue
41
st
Floor
New York, NY 10178
CHIEF INVESTMENT OFFICER
Officer since: May 2017
|
Principal Occupations:
Stephen F. Auth is Chief Investment Officer of various Funds in the Federated Hermes Complex;
Executive Vice President, Federated Investment Counseling, Federated Global Investment Management Corp. and Federated
Equity Management Company of Pennsylvania.
Previous Positions:
Executive Vice President, Federated Investment Management Company and Passport Research, Ltd.
(investment advisory subsidiary of Federated); Senior Vice President, Global Portfolio Management Services Division; Senior Vice
President, Federated Investment Management Company and Passport Research, Ltd.; Senior Managing Director and Portfolio
Manager, Prudential Investments.
|
*
Officers do not receive any compensation from the Fund.
In addition, the Fund has appointed an Anti-Money Laundering Compliance Officer.
DIRECTOR/TRUSTEE EMERITUS PROGRAM
The Board has created a position of Director/Trustee Emeritus, whereby an incumbent Director/Trustee who has attained the
age of 75 and completed a minimum of five years of service as a director/trustee, may, in the sole discretion of the Committee of
Independent Directors/Trustees (
“
Committee
”
), be recommended to the full Board of Directors/Trustees of the Fund to serve as
Director/Trustee Emeritus.
A Director/Trustee Emeritus that has been approved as such receives an annual fee in an amount equal to a percent of the
annual base compensation paid to a Director/Trustee. In the case of a Director/Trustee Emeritus who had previously served at
least five years but less than 10 years as a Director/Trustee, the percent will be 10%. In the case of a Director/Trustee Emeritus
who had previously served at least 10 years as a Director/Trustee, the percent will be 20%. The Director/Trustee Emeritus will be
reimbursed for any expenses incurred in connection with their service, including expenses of travel and lodging incurred in
attendance at Board meetings. Director/Trustee Emeritus will continue to receive relevant materials concerning the Funds, will be
expected to attend at least one regularly scheduled quarterly meeting of the Board of Directors/Trustees each year and will be
available to consult with the Committees or its representatives at reasonable times as requested by the Chairman; however, a
Director/Trustee Emeritus does not have any voting rights at Board meetings and is not subject to election by shareholders of
the Funds.
The Director/Trustee Emeritus will be permitted to serve in such capacity at the pleasure of the Committee, but the annual fee
will cease to be paid at the end of the calendar year during which he or she has attained the age of 80 years, thereafter the position
will be honorary.
The following table shows the fees paid to each Director/Trustee Emeritus for the Fund’s most recently ended fiscal year and
the portion of that fee paid by the Fund or Trust.
1
EMERITUS Trustees and Compensation
Director/Trustee Emeritus
|
Compensation
From Fund
(past fiscal year)
|
Total
Compensation
Paid to
Director/Trustee
Emeritus
1
|
|
|
|
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 LEADERSHIP STRUCTURE
As required under the terms of certain regulatory settlements, the Chairman of the Board is not an interested person of the
Fund and neither the Chairman, nor any firm with which the Chairman is affiliated, has a prior relationship with Federated
Hermes or its affiliates or (other than his position as a Trustee) with the Fund.
Committees of the Board
|
|
|
Meetings Held
During Last
Fiscal Year
|
|
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.
|
|
|
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.
|
|
|
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.
|
|
BOARD’S ROLE IN RISK OVERSIGHT
The Board’s role in overseeing the Fund’s general risks includes receiving performance reports for the Fund and risk
management reports from Federated Hermes’ Chief Risk Officer at each regular Board meeting. The Chief Risk Officer is
responsible for enterprise risk management at Federated Hermes, which includes risk management committees for investment
management and for investor services. The Board also receives regular reports from the Fund’s Chief Compliance Officer
regarding significant compliance risks.
On behalf of the Board, the Audit Committee plays a key role overseeing the Fund’s financial reporting and valuation risks.
The Audit Committee meets regularly with the Fund’s Principal Financial Officer and outside auditors, as well as with Federated
Hermes’ Chief Audit Executive to discuss financial reporting and audit issues, including risks relating to financial controls.
Board Ownership Of Shares In The Fund And In The Federated Hermes Family Of Investment Companies
As Of December 31, 2019
Interested Board
Member Name
|
Dollar Range of
Shares Owned in
Federated Hermes U.S. SMID
Fund
|
Aggregate
Dollar Range of
Shares Owned in
Federated Hermes Family of
Investment Companies
|
|
|
|
|
|
|
Independent Board
Member Name
|
|
|
|
|
|
|
|
|
|
|
|
Charles F. Mansfield, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
Investment Adviser AND SUB-ADVISER
Fed Global, as the investment adviser, is responsible for the supervision of the sub-adviser’s services to the Fund and, subject
to general oversight of the Board, manages and supervises the investment operations and business affairs of the Fund. Hermes, as
the sub-adviser, conducts investment research and makes investment decisions for the Fund, subject to the supervision of
Fed Global.
Fed Global is a wholly owned subsidiary of Federated Hermes. Hermes is a majority owned subsidiary of Federated Hermes.
Neither Fed Global nor Hermes shall be liable to the Fund or any Fund shareholder for any losses that may be sustained in the
purchase, holding, or sale of any security or for anything done or omitted by it, except acts or omissions involving willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties imposed upon it by its contract with the Fund.
In December 2017, Federated Investors, Inc., now Federated Hermes became a signatory to the Principles for Responsible
Investment (PRI). The PRI is an investor initiative in partnership with the United Nations Environment Programme Finance
Initiative and the United Nations Global Compact. Commitments made as a signatory to the PRI are not legally binding, but are
voluntary and aspirational. They include efforts, where consistent with our fiduciary responsibilities, to incorporate
environmental, social and corporate governance (ESG) issues into investment analysis and investment decision making, to be
active owners and incorporate ESG issues into our ownership policies and practices, to seek appropriate disclosure on ESG issues
by the entities in which we invest, to promote acceptance and implementation of the PRI within the investment industry, to
enhance our effectiveness in implementing the PRI, and to report on our activities and progress towards implementing the PRI.
Being a signatory to the PRI does not obligate Federated Hermes to take, or not take, any particular action as it relates to
investment decisions or other activities.
In July 2018, Federated Hermes acquired a 60% interest in Hermes Fund Managers Limited (Hermes), and, upon the exercise
in the future of certain put/call rights under a Put/Call Option Deed between Federated Hermes and another shareholder of
Hermes, Federated Hermes anticipates holding an 89.5% interest in Hermes. Hermes operates as Hermes Investment
Management, a pioneer of integrated ESG investing. Hermes’ experience with ESG issues contributes to Federated Hermes’s
understanding of material risks and opportunities these issues may present.
EOS at Federated Hermes, which was established as Hermes Equity Ownership Services Limited (EOS) in 2004 as an affiliate
of Hermes Investment Management Limited, is our in-house engagement and stewardship team. The 40+ member team conducts
long-term, objectives-driven dialogue with board and senior executive level representatives of more than 1,000 issuers. It seeks to
address the most material ESG risks and opportunities through constructive and continuous discussions with the goal of
improving long term results for investors. Engagers’ deep understanding across sectors, themes and regional markets, along with
language and cultural expertise, allows EOS to provide insights to companies on the merits of addressing ESG risks and the
positive benefits of capturing opportunities. Federated Hermes investment management teams have access to the insights gained
from understanding a company’s approach to these long term strategic matters as an additional input to improve portfolio risk/return
characteristics.
Portfolio Manager Information
As a general matter, certain conflicts of interest may arise in connection with a portfolio manager’s management of a fund’s
investments, on the one hand, and the investments of other funds/pooled investment vehicles or accounts (collectively, including
the Fund, as applicable,
“
accounts
”
) for which the portfolio manager is responsible, on the other. For example, it is possible that
the various accounts managed could have different investment strategies that, at times, might conflict with one another to the
possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more
than one account, possible conflicts could arise in determining how to allocate them.
Hermes Investment Management Limited and its affiliates (
“
Hermes Advisory Companies
”
) are not wholly-owned
subsidiaries of Federated Hermes, Inc., unlike Federated Global Investment Management Corp. and other wholly-owned advisory
companies of Federated Hermes, Inc. (
“
Federated Advisory Companies
”
) (collectively, the
“
Advisory Companies
”
). Therefore,
actual or potential conflicts could arise to the extent the Advisory Companies may share material non-public information
(MNPI). In order to address such potential conflicts and protect client interests, information barriers have been established
between the Federated Advisory Companies and the Hermes Advisory Companies such that personnel of the Hermes Advisory
Companies and of the Federated Advisory Companies are generally precluded from sharing investment-related information,
including MNPI, across the barriers. In addition, there will be no integration or allocation of trades between the Advisory
Companies and neither of the Advisory Companies will exercise investment discretion over accounts managed by the other. To
the extent that applicable U.S. and U.K. law, and the laws of certain other jurisdictions, require the Advisory Companies to make
regulatory filings that may require sharing of MNPI, the Advisory Companies have implemented internal controls which require
that such information will be shared only among such limited personnel as is necessary to make accurate and timely regulatory
filings and to maintain proper trading limitations. The Advisory Companies will generally operate as unaffiliated entities subject
to their own internal personal dealing, trade allocation, and side by side management policies. In any limited situation in which
the Federated Advisory Companies may
“
need to know
”
certain investment-related information from Hermes Advisory
Companies, or vice versa, written approval, requiring certain conditions, must be granted by the Chief Compliance Officer of the
Advisory Companies.
Other potential conflicts can include, for example, conflicts created by specific portfolio manager compensation arrangements
(including, for example, the allocation or weighting given to the performance of the Fund or other accounts or activities for
which the portfolio manager is responsible in calculating the portfolio manager’s compensation), and conflicts relating to
selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades
(for example, research or
“
soft dollars
”
). The Adviser has adopted policies and procedures and has structured the portfolio
managers’ compensation in a manner reasonably designed to safeguard the Fund from being negatively affected as a result of any
such potential conflicts.
The following information about the Fund’s Portfolio Managers is provided as of the end of the Fund’s most recently
completed fiscal year unless otherwise indicated.
Mark Sherlock, Portfolio Manager
Types of Accounts Managed
by Mark Sherlock
|
Total Number of Additional
Accounts Managed/Total Assets*
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
|
|
*
None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Mark Sherlock is paid a competitive fixed base salary and a discretionary annual incentive. The annual incentive amount is
determined by considering investment performance of all products managed, as well as the individual’s performance. Any other
factors deemed relevant may also be considered (and may be adjusted periodically). The bonus pool is calculated at an aggregate
firm-wide level. Investment managers are encouraged to focus purely on delivering performance and managing capacity in the
best interests of clients.
A portion of Mr. Sherlock’s annual incentive may be treated as deferred compensation. The deferral period is three years. At
least 50% of the deferred component of Mr. Sherlock’s bonus is notionally co-invested in the strategies that he manages. The
percentage deferred may exceed 50% if the total combined annual incentive reaches certain levels.
Additionally, Hermes has established a long-term incentive plan that allows participants to benefit from ownership of
restricted Hermes shares, held by an employee benefit trust, in the business. Award holders are eligible to receive dividends from
the first year of award. Participants are proposed by the Executive Committee based on a range of factors and approved by the
Remuneration Committee, which oversees the scheme.
Henry Biddle, Portfolio Manager
Types of Accounts Managed
by Henry Biddle
|
Total Number of Additional
Accounts Managed/Total Assets*
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
|
|
*
None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Henry Biddle is paid a competitive fixed base salary and a discretionary annual incentive. The annual incentive amount is
determined by considering investment performance of all products managed, as well as the individual’s performance. Any other
factors deemed relevant may also be considered (and may be adjusted periodically). The bonus pool is calculated at an aggregate
firm-wide level. Investment managers are encouraged to focus purely on delivering performance and managing capacity in the
best interests of clients.
A portion of Mr. Biddle’s annual incentive may be treated as deferred compensation. The deferral period is three years. At
least 50% of the deferred component of Mr. Biddle’s bonus is notionally co-invested in the strategies that he manages. The
percentage deferred may exceed 50% if the total combined annual incentive reaches certain levels.
Additionally, Hermes has established a long-term incentive plan that allows participants to benefit from ownership of
restricted Hermes shares, held by an employee benefit trust, in the business. Award holders are eligible to receive dividends from
the first year of award. Participants are proposed by the Executive Committee based on a range of factors and approved by the
Remuneration Committee, which oversees the scheme.
Alex Knox, Portfolio Manager
Types of Accounts Managed
by Alex Knox
|
Total Number of Additional
Accounts Managed/Total Assets*
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
|
|
*
None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Alex Knox is paid a competitive fixed base salary and a discretionary annual incentive. The annual incentive amount is
determined by considering investment performance of all products managed, as well as the individual’s performance. Any other
factors deemed relevant may also be considered (and may be adjusted periodically). The bonus pool is calculated at an aggregate
firm-wide level. Investment managers are encouraged to focus purely on delivering performance and managing capacity in the
best interests of clients.
A portion of Ms. Knox’s annual incentive may be treated as deferred compensation. The deferral period is three years. At least
50% of the deferred component of Ms. Knox’s bonus is notionally co-invested in the strategies that she manages. The percentage
deferred may exceed 50% if the total combined annual incentive reaches certain levels.
Additionally, Hermes has established a long-term incentive plan that allows participants to benefit from ownership of
restricted Hermes shares, held by an employee benefit trust, in the business. Award holders are eligible to receive dividends from
the first year of award. Participants are proposed by the Executive Committee based on a range of factors and approved by the
Remuneration Committee, which oversees the scheme.
Michael Russell, Portfolio Manager
Types of Accounts Managed
by Michael Russell
|
Total Number of Additional
Accounts Managed/Total Assets*
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
|
|
*
None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Michael Russell is paid a competitive fixed base salary and a discretionary annual incentive. The annual incentive amount is
determined by considering investment performance of all products managed, as well as the individual’s performance. Any other
factors deemed relevant may also be considered (and may be adjusted periodically). The bonus pool is calculated at an aggregate
firm-wide level. Investment managers are encouraged to focus purely on delivering performance and managing capacity in the
best interests of clients.
A portion of Mr. Russell’s annual incentive may be treated as deferred compensation. The deferral period is three years. At
least 50% of the deferred component of Mr. Russell’s bonus is notionally co-invested in the strategies that he manages. The
percentage deferred may exceed 50% if the total combined annual incentive reaches certain levels.
Additionally, Hermes has established a long-term incentive plan that allows participants to benefit from ownership of
restricted Hermes shares, held by an employee benefit trust, in the business. Award holders are eligible to receive dividends from
the first year of award. Participants are proposed by the Executive Committee based on a range of factors and approved by the
Remuneration Committee, which oversees the scheme.
Services Agreement
Federated Advisory Services Company, an affiliate of the Adviser, provides research, quantitative analysis, equity trading and
transaction settlement and certain support services to the Adviser. The fee for these services is paid by the Adviser and not by
the Fund.
Other Related Services
Affiliates of the Adviser may, from time to time, provide certain electronic equipment and software to institutional customers
in order to facilitate the purchase of Fund Shares offered by the Distributor.
Code Of Ethics Restrictions On Personal Trading
As required by Rule 17j-1 of the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act
(as applicable), the Fund, its Adviser, its sub-adviser Hermes (the
“
Sub-Adviser
”
), and its Distributor have adopted codes of
ethics. These codes govern securities trading activities of investment personnel, Fund Trustees and certain other employees.
Although they do permit these people to trade in securities, including those that the Fund could buy, as well as Shares of the
Fund, they also contain significant safeguards designed to protect the Fund and its shareholders from abuses in this area, such as
requirements to obtain prior approval for, and to report, particular transactions.
PROXY VOTING POLICIES AND PROCEDURES
The Board has delegated to the Adviser, and the Adviser has in turn delegated to Hermes (the
“
Sub-Adviser
”
), the authority to
vote proxies on the securities held in the Fund’s portfolio. The Sub-Adviser has established a Governance Committee
(
“
Governance Committee
”
) to oversee all engagement and proxy voting activities related to the Fund.
Overview
The Sub-Adviser’s Corporate Governance and Responsible Investment Guidelines (any corporate governance and/or
responsible investment policies adopted by the Sub-Adviser from time to time) inform its investment beliefs and provide a
framework for engagement with investee companies and the exercising of voting rights.
The Sub-Adviser expects investee companies at a minimum to observe accepted corporate governance standards in their local
markets or explain why not doing so is in the best interests of shareholders. The Sub-Adviser views engagement as a critical
activity because it provides the Sub-Adviser with an opportunity to improve its understanding of the investee company and its
governance structures. This understanding is a significant input for voting decisions.
Procedures
The Fund has hired the Sub-Adviser to manage its assets and to execute the stewardship program, which includes company
engagement and voting. The Sub-Adviser will use its dedicated stewardship team, Hermes Equity Ownership Services (HEOS) to
assist with engagement with investee companies and provide voting recommendations, informed by company disclosure,
engagement with the company, and research from external research providers, including Institutional Shareholder Services (ISS).
While HEOS’ voting recommendation will inform the Sub-Adviser’s assessment, the Sub-Adviser will make a final judgment,
with a view to its fiduciary obligations to its clients and the Fund’s stated investment objectives.
The Sub-Adviser retains ISS for its administrative voting infrastructure. Besides providing an electronic voting platform, ISS’s
service includes ballot collection, reconciliation, and proxy voting bookkeeping.
Conflicts of Interest
The Sub-Adviser seeks always to act in the client’s best interests, and takes all reasonable steps to identify conflicts of interest
and maintain and operate arrangements to minimise the possibility of such conflicts giving rise to a material risk of damage to the
interests of clients. In fulfilling its commitment to being good stewards of those companies in which client assets are invested
through engagement and voting, the Sub-Adviser may encounter potential conflicts of interest. The Sub-Adviser has adopted a
Stewardship Conflicts of Interest Policy designed to ensure that such conflicts are identified and managed fairly, and that proxies
are voted in a manner that prioritises the long-term value of the companies concerned rather than the interests of the Sub-Adviser,
HEOS or any affiliates. This policy is disclosed on the Sub-Adviser’s website and is outlined in the Sub-Adviser’s Global
Stewardship Code Statement.
When any Sub-Adviser or HEOS staff member recognises a potential conflict of interest, he or she must raise it with their line
manager. Among other conflicts, our policies require that staff members identify conflicts of interest arising from engagements
with companies in which (i) the Sub-Adviser, HEOS or its affiliates have a material interest; (ii) individuals, including portfolio
managers or HEOS engagers, have personal investments or some material personal relationship with a relevant individual; and
(iii) the Sub-Adviser’s third party fund management or stewardship service clients or prospective clients have a material interest.
Where a staff member has a personal connection with a company, he or she is required to make this known and is not involved in
any relevant engagement activities or voting recommendations.
A register of instances of conflicts as they arise is maintained by the Sub-Adviser. In those circumstances where a conflict
exists or there is a difference opinion between different Sub-Adviser staff members, the vote recommendation will be escalated to
the Governance Committee for decision. Where the Governance Committee is unable to agree, then the CEO of the Sub-Adviser
will adjudicate. All such instances will be reported to an independent sub-committee of the Sub-Adviser’s Board.
Securities Lending
The Sub-Adviser does not engage in securities lending.
Record Keeping
The Sub-Adviser maintains the following records with respect to proxy voting:
■
A copy of proxy voting policies and procedures;
■
A copy of all proxy statements received (the Sub-Adviser may rely on a third party to satisfy this requirement);
■
A record of each vote cast by the Fund (the Sub-Adviser may rely on a third party to satisfy this requirement);
■
A copy of any document prepared by the Sub-Adviser that was material to making a voting decision or that memorializes the
basis for that decision
–
for example insights gleaned from engagement.
Proxy Voting Report
A report on
“
Form N-PX
”
of how the Fund voted any proxies during the most recent 12-month period ended June 30 is
available via the Proxy Voting Record (Form N-PX) link associated with the Fund and share class name at
www.
FederatedInvestors.com/FundInformation
. Form N-PX filings are also available at the SEC’s web site at www.
sec.gov
.
Proxy Voting Policies
Under these policies, the Sub-Adviser’s general policy is to cast proxy votes in favour of management proposals and
shareholder proposals that we anticipate will enhance the long-term value of the securities being voted.
This approach to voting proxy proposals will be referred to hereafter as the
“
General Policy.
”
The following examples illustrate how this General Policy may apply to management proposals and shareholder proposals
submitted for approval or ratification by holders of the company’s voting securities.
The Fund seeks to vote consistently on different issues in accordance with the stated policies and guidelines. However,
recognising the limitations of any policy to anticipate all potential scenarios, the Fund uses discretion when voting, taking
account the specific circumstances described in the proxy statement and other company disclosure. For the Fund, all proxy voting
decisions are informed by the Sub-Adviser’s ongoing engagement with the management and directors of the company concerned.
These engagements provide important context and alongside a judgment as to the company’s direction of travel towards best
practice (as communicated by the Sub-Adviser’s General Policy) will influence the final voting decision of the Fund.
The Fund endeavours to inform companies where it has voted against management recommendations and invites
further engagement.
The General Policy as well as the Sub-Adviser’s engagement with the management and directors of the company concerned
are informed by a hierarchy of external and internally-developed global and regional best practice guidelines; principally, our
HEOS-developed regional corporate governance principles that are informed by external local market standards including the
Organisation for Economic Co-operation and Development Principles for Corporate Governance and national corporate
governance codes; and by the Sub-Adviser’s annually-refreshed Engagement Plan. Both documents are on the Sub-Adviser’s
website: www.hermes-investment.com.
Based on the specific context in which proxy voting decisions are being made, the Sub-Adviser may vote contrary to the
voting guidelines should it judge that it is in the best long-term interests of the value of the securities to do so.
Global Voting Policy
Board and Directors
1. Board independence:
We expect boards to meet minimum standards of independence to be able to hold management to
account and may vote against the election of directors whose appointment would cause independence to fall below these
standards, and/or against the chair of the board where we have serious concerns. We set minimum standards at a market level but,
as a general guide, we expect at least half of the board directors to be independent in companies with a dispersed ownership
structure, and at least one third to be independent in controlled companies. In judging a director’s independence, our
considerations include, but are not limited to, length of tenure, concurrent service with other board members, whether they
represent a significant shareholder, and whether they have any direct, material relationship with the company, other directors or
its executives, including receiving any remuneration beyond director fees. Our expectations may exceed the minimum standards
set by regulation or best practice codes in some markets.
2. Board committees:
Where separate committees are established to oversee remuneration, audit, nomination and other
topics
–
which we expect at most large companies
–
we may vote against chairs or members where we have concerns about
independence, skills, attendance or over-commitment, or the matters overseen by the committee.
3. Board diversity:
In recognition of the value that diversity of thought, skills and attributes brings to board oversight and in line
with our aspiration that board members, together with all levels of management, should broadly reflect the diversity of society,
we will consider voting against relevant directors, including the chair, where we consider board diversity
–
in terms of gender,
ethnicity, age, functional and geographic experience, tenure, and other characteristics
–
to be below minimum thresholds. Some
thresholds, such as gender diversity, are defined at a market level; others, such as skills and experience, are more globally
consistent. Our expectations may exceed the minimum standards set by regulation or best practice codes in some markets.
4. Director election:
We will generally support the election of directors unless there are specific concerns relating to issues such
as board independence and composition; a director’s skills, experience or suitability for the role; a director’s attendance or ability
to commit time to the role; or governance or other failures which a director has oversight of or involvement in
–
at this or
another company.
5. Director attendance:
We may vote against directors who miss a substantial number of meetings
–
as a guideline, 25% or
more
–
without sufficient explanation.
6. Director commitments:
We will consider voting against a director who appears over-committed to other duties, with the
guideline of having no more than five directorships. When considering this issue, we take into account a number of factors,
including the size and complexity of roles. As a broad guideline, we consider a chair role equivalent to two directorships and an
executive role equivalent to four directorships. A chair should not hold another executive role and an executive should hold no
more than one non-executive role, except for cases where serving as a shareholder representative on boards is an explicit part of
an executive’s responsibilities. A significant post at a civil society organisation or in public life may also count as equivalent to a
directorship, whether executive, non-executive or a chair role.
Remuneration
We set market-specific voting policies on remuneration with reference to local market practice. Our broad guidelines are:
7. Alignment to long-term value:
We will consider opposing incentive arrangements that do not align to the creation of long-term
value for shareholders and other stakeholders including, for example, those which disproportionally focus on short-term
growth of share price or total shareholder returns.
8. Executive shareholdings:
We support executive management making material, long-term investment in the company’s shares
and may oppose remuneration proposals and reports where shareholding requirements or actual executive shareholdings are
insufficient. As a general guideline, we support the aim that executives hold at least 500% of salary in shares and no less than
200%, with varying minimum thresholds based on regional pay practices.
9. Complexity:
We will consider voting against overly complex incentive arrangements which are difficult for investors and
others to readily understand. An important factor in assessing complexity is the number of different components that comprise
the whole remuneration package.
10. Variable to fixed pay:
We will consider voting against proposed incentive schemes or pay awards where we consider the
ratio of variable pay relative to fixed pay to be too high, as part of our long-term desire to see far simpler pay schemes, based on
majority fixed pay and long-term share ownership. We set varying maximum thresholds for variable pay to reflect regional
pay practices.
11. Justification for high pay:
We will consider voting against pay proposals which appear excessive in the context of wider
industry pay practices or where executive pay is raised significantly above inflation or that of the workforce average without a
convincing justification.
12. Discretion:
We expect boards and remuneration committees to apply discretion to ensure pay outcomes are aligned with
performance and the wider experience of shareholders and may oppose remuneration reports and the election of relevant
directors where this is not the case.
13. Disclosure:
We will generally vote against remuneration reporting where disclosure is insufficient to understand the
approach to incentive arrangements and how pay outcomes have been achieved, or where disclosure otherwise falls below
expected market practice.
Audit
14. Ratification of external auditors:
We will generally oppose the ratification of external auditors and/or the payment of audit
fees where we have concerns, including those relating to audit quality or independence, or controversies involving the audit
partner or firm.
Protection of Shareholder Rights
15. Limitation of shareholder rights:
We will generally vote against any limitation on shareholder rights or the transfer of
authority from shareholders to directors and only support proposals which enhance shareholder rights or maximise
shareholder value.
16. Related-party transactions:
We will generally only support related-party transactions (RPTs) which are made on terms
equivalent to those that would prevail in an arm’s length transaction, together with good supporting evidence. We expect RPTs to
be overseen and reviewed by independent board directors with annual disclosure of significant RPTs.
17. Differential voting rights:
We will generally vote against the authorisation of stock with differential voting rights if the
issuance of such stock would adversely affect the voting rights of existing shareholders.
18. Anti-takeover proposals:
We will generally vote against anti-takeover proposals or other ‘poison pill’ arrangements
including the authority to grant shares which may be used in such a manner.
19. Poll voting:
We will generally support proposals to adopt mandatory voting by poll and full disclosure of voting outcomes,
together with proposals to adopt confidential voting and independent vote tabulation practices.
20. Authorities to allot shares:
We will generally vote against unusual or excessive authorities to increase issued share capital.
21. Rights issues:
We generally support rights issues, provided that shareholder approval is obtained for any rights issue for any
significant amount of capital (greater than 10% of share capital).
22. Market purchase of ordinary shares (share buybacks):
We will generally support proposals for a general authority to buy
back shares provided these meet local governance standards. We may not support this authority where it exceeds a period of
18 months, where the potential effect of the buyback programme on executive remuneration is not made sufficiently clear, or
where we oppose the strategy for long-term capital allocation.
23. Bundled resolutions:
We will generally vote against a resolution relating to capital decisions, where the resolution has
bundled more than one decision into a single resolution, denying investors the opportunity to make separate voting decisions on
separate issues.
24. Virtual/electronic general meetings:
We will generally vote against proposals allowing for the conveying of virtual-only
shareholder meetings.
Commercial Transactions
25. Commercial transactions:
When considering our vote on a commercial transaction, we consider a range of factors in the
context of seeking to protect and promote long-term, sustainable value. These include: consistency with strategy; risks and
opportunities (the key risks and opportunities and the extent to which these appear to have been managed); and conflicts of
interest. The underlying expectation is that due process is followed, with information made available to all shareholders.
Shareholder Resolutions
26. Shareholder resolutions:
We support the selective use of shareholder resolutions as a useful tool for communicating
investor concerns and priorities or the assertion of shareholder rights, and as a supplement to or escalation of direct engagement
with companies. We consider such resolutions on a case-by-case basis. When considering whether or not to support resolutions,
we consider factors including whether the proposal promotes long-term shareholders’ interests; what the company is already
doing or has committed to do; the nature and motivations of the filers, if known; and what potential impacts
–
positive and
negative
–
the proposal could have on the company if implemented.
Climate Change
27. Climate change:
We will consider voting against the chair, and other relevant directors or resolutions, at companies where
we consider a company’s response to the risks and opportunities presented by climate change to be insufficient, using a range of
indicators, including the Transition Pathway Initiative assessment.
Portfolio Holdings Information
Information concerning the Fund’s portfolio holdings is available via the link to the Fund and share class name at
FederatedInvestors.com/FundInformation
. A complete listing of the Fund’s portfolio holdings as of the end of each calendar
quarter is posted on the website 30 days (or the next business day) after the end of the quarter and remains posted for six months
thereafter. Summary portfolio composition information as of the close of each month is posted on the website 15 days (or the
next business day) after month-end and remains posted until replaced by the information for the succeeding month. The summary
portfolio composition information may include: identification of the Fund’s top 10 holdings and a percentage breakdown of the
portfolio by sector.
You may also access portfolio information as of the end of the Fund’s fiscal quarters via the link to the Fund and share class
name at
FederatedInvestors.com
. The Fund’s Annual Shareholder Report and Semi-Annual Shareholder Report contain complete
listings of the Fund’s portfolio holdings as of the end of the Fund’s second and fourth fiscal quarters. Fiscal quarter information
is made available on the website within 70 days after the end of the fiscal quarter. This information is also available in reports
filed with the SEC at the SEC’s website at
sec.gov
.
Each fiscal quarter, the Fund will file with the SEC a complete schedule of its monthly portfolio holdings on
“
Form N-PORT.
”
The Fund’s holdings as of the end of the third month of every fiscal quarter, as reported on Form N-PORT, will be publicly
available on the SEC’s website at
sec.gov
within 60 days of the end of the fiscal quarter upon filing. You may also access this
information via the link to the Fund and share class name at
FederatedInvestors.com
.
The disclosure policy of the Fund and the Adviser prohibits the disclosure of portfolio holdings information to any investor or
intermediary before the same information is made available to other investors. Employees of the Adviser or its affiliates who
have access to nonpublic information concerning the Fund’s portfolio holdings are prohibited from trading securities on the basis
of this information. Such persons must report all personal securities trades and obtain pre-clearance for all personal securities
trades other than mutual fund shares.
Firms that provide administrative, custody, financial, accounting, legal or other services to the Fund may receive nonpublic
information about Fund portfolio holdings for purposes relating to their services. The Fund may also provide portfolio holdings
information to publications that rate, rank or otherwise categorize investment companies. Traders or portfolio managers may
provide
“
interest
”
lists to facilitate portfolio trading if the list reflects only that subset of the portfolio for which the trader or
portfolio manager is seeking market interest. A list of service providers, publications and other third parties who may receive
nonpublic portfolio holdings information appears in the Appendix to this SAI.
The furnishing of nonpublic portfolio holdings information to any third party (other than authorized governmental or
regulatory personnel) requires the prior approval of the President of the Adviser and of the Chief Compliance Officer of the
Fund. The President of the Adviser and the Chief Compliance Officer will approve the furnishing of nonpublic portfolio holdings
information to a third party only if they consider the furnishing of such information to be in the best interests of the Fund and its
shareholders. In that regard, and to address possible conflicts between the interests of Fund shareholders and those of the Adviser
and its affiliates, the following procedures apply. No consideration may be received by the Fund, the Adviser, any affiliate of the
Adviser or any of their employees in connection with the disclosure of portfolio holdings information. Before information is
furnished, the third party must sign a written agreement that it will safeguard the confidentiality of the information, will use it
only for the purposes for which it is furnished and will not use it in connection with the trading of any security. Persons approved
to receive nonpublic portfolio holdings information will receive it as often as necessary for the purpose for which it is provided.
Such information may be furnished as frequently as daily and often with no time lag between the date of the information and the
date it is furnished. The Board receives and reviews annually a list of the persons who receive nonpublic portfolio holdings
information and the purposes for which it is furnished.
Brokerage Transactions And Investment Allocation
Equity securities may be traded in the over-the-counter market through broker/dealers acting as principal or agent, or in
transactions directly with other investors. Transactions may also be executed on a securities exchange or through an electronic
communications network. The Adviser seeks to obtain best execution of trades in equity securities by balancing the costs
inherent in trading, including opportunity costs, market impact costs and commissions. As a general matter, the Adviser seeks to
add value to its investment management by using market information to capitalize on market opportunities, actively seek
liquidity and discover price. The Adviser continually monitors its trading results in an effort to improve execution. Fixed-income
securities are generally traded in an over-the-counter market on a net basis (i.e., without commission) through dealers acting as
principal or in transactions directly with the issuer. Dealers derive an undisclosed amount of compensation by offering securities
at a higher price than they bid for them. Some fixed-income securities may have only one primary market maker. The Adviser
seeks to use dealers it believes to be actively and effectively trading the security being purchased or sold, but may not always
obtain the lowest purchase price or highest sale price with respect to a fixed-income security. To the extent permitted by
applicable law, the Adviser’s receipt of research services (as described below) may also be a factor in the Adviser’s selection of
brokers and dealers. The Adviser may also direct certain portfolio trades to a broker that, in turn, pays a portion of the Fund’s
operating expenses. The Adviser makes decisions on portfolio transactions and selects brokers and dealers subject to review by
the Fund’s Board.
Investment decisions for the Fund are made independently from those of other accounts managed by the Adviser and accounts
managed by affiliates of the Adviser. When the Fund and one or more other accounts managed by the Adviser do invest in, or
dispose of, the same security, available investments or opportunities for sales may be allocated among the Fund and the
account(s) in a manner believed by the Adviser to be equitable. While the coordination and ability to participate in volume
transactions may benefit the Fund, it is possible that this procedure could adversely impact the prices paid or received and/or
positions obtained or disposed of by the Fund. Trading and allocation of investments for the Fund, including investments in
initial public offerings (IPO), may be done independently from trading and allocation of investments for certain separately
managed or wrap-fee accounts, and other accounts, managed by the Adviser. The trading and allocation of investments done by
the Adviser, including investments in IPOs, will be done independently from accounts managed by affiliates of the Adviser. It is
possible that such independent trading activity could adversely impact the prices paid or received and/or positions obtained or
disposed of by the Fund.
Brokerage and Research Services
Brokerage services include execution of trades and products and services that relate to the execution of trades, including
communications services related to trade execution, clearing and settlement, trading software used to route orders to market
centers, software that provides algorithmic trading strategies and software used to transmit orders to direct market access (DMA)
systems. Research services may include: advice as to the advisability of investing in securities; security analysis and reports;
economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. Research services assist
the Adviser and its affiliates in terms of their overall investment responsibilities to funds and investment accounts for which they
have investment discretion. However, particular brokerage and research services received by the Adviser and its affiliates may
not be used to service every fund or account, and may not benefit the particular funds and accounts that generated the brokerage
commissions. In addition, brokerage and research services paid for with commissions generated by the Fund may be used in
managing other funds and accounts. To the extent that receipt of these services may replace services for which the Adviser or its
affiliates might otherwise have paid, it would tend to reduce their expenses. The Adviser and its affiliates exercise reasonable
business judgment in selecting brokers to execute securities transactions where receipt of research services is a factor. They
determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage
and research services provided.
MiFID II
Directive 2014/61/EU on markets in financial instruments and Regulation 600/2014/EU on markets in financial instruments
(collectively, MiFID II) took effect in member states of the European Union (the EU) on January 3, 2018. MiFID II forms the
legal framework governing the requirements applicable to EU investment firms, such as the Sub-Adviser, and trading venues and
third-country firms providing investment services or activities in the EU. The extent to which MiFID II will have an indirect
impact on markets and market participants outside the EU is unclear and yet to fully play out in practice. It will likely impact
pricing, liquidity and transparency in most asset classes.
MiFID II introduces a new rule that an EU regulated firm may execute an equity trade only on an EU trading venue (or with a
firm which is a systematic internaliser as defined by MiFID II or an equivalent venue in a third country). This requirement
applies to any equities admitted to trading on an EU trading venue, including those with only a secondary listing in the EU. The
effect of this rule is to introduce a substantial limit on the possibility of trading off-exchange or OTC in EU-listed equities with
EU counterparties.
MiFID II prohibits an EU authorized investment firm from receiving investment research unless it is paid for directly by the
firm out of its own resources or from a separate research payment account regulated under MiFID II. All such research costs
attributable to the Sub-Adviser will be borne by the Sub-Adviser.
Administrator
Federated Administrative Services (FAS), a subsidiary of Federated Hermes, provides administrative personnel and services,
including certain legal, compliance, recordkeeping and financial reporting services (
“
Administrative Services
”
), necessary for the
operation of the Fund. FAS provides Administrative Services for a fee based upon the rates set forth below paid on the average
daily net assets of the Fund. For purposes of determining the appropriate rate breakpoint,
“
Investment Complex
”
is defined as all
of the Federated Hermes funds subject to a fee under the Administrative Services Agreement with FAS. FAS is also entitled to
reimbursement for certain out-of-pocket expenses incurred in providing Administrative Services to the Fund.
Administrative Services
Fee Rate
|
Average Daily Net Assets
of the Investment Complex
|
|
on assets up to $50 billion
|
|
on assets over $50 billion
|
Custodian
The Bank of New York Mellon, New York, New York, is custodian for the securities and cash of the Fund. Foreign
instruments purchased by the Fund are held by foreign banks participating in a network coordinated by The Bank of
New York Mellon.
Transfer Agent And Dividend Disbursing Agent
State Street Bank and Trust Company, the Fund’s registered transfer agent, maintains all necessary shareholder records.
Independent Registered Public Accounting Firm
The independent registered public accounting firm for the Fund, Ernst & Young LLP, conducts its audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States), which require it to plan and perform its
audits to provide reasonable assurance about whether the Fund’s financial statements and financial highlights are free of
material misstatement.
Securities Lending Activities
The Fund does not participate in a securities lending program. The Fund became effective on June 1, 2020. As of the date of
this Statement of Additional Information, the Fund and its Institutional Shares had no securities lending activities.
Financial Information
The Fund became effective on June 1, 2020 and commenced operations on July 6, 2020 and its first fiscal year will end on
June 30, 2021. Accordingly, no financial information is yet available for the Fund.
Investment Ratings
Standard & Poor’s Rating Services (S&P) LONG-TERM Issue RATINGS
Issue credit ratings are based, in varying degrees, on S&P’s analysis of the following considerations: the likelihood of
payment-capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms
of the obligation; the nature of and provisions of the obligation; and the protection afforded by, and relative position of, the
obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting
creditors’ rights.
AAA
—
An obligation rated
“
AAA
”
has the highest rating assigned by S&P. The obligor’s capacity to meet its financial
commitment on the obligation is extremely strong.
AA
—
An obligation rated
“
AA
”
differs from the highest rated obligations only to a small degree. The obligor’s capacity to meet
its financial commitment on the obligation is very strong.
A
—
An obligation rated
“
A
”
is somewhat more susceptible to the adverse effects of changes in circumstances and economic
conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the
obligation is still strong.
BBB
—
An obligation rated
“
BBB
”
exhibits adequate protection parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Obligations rated
“
BB,
”
“
B,
”
“
CCC,
”
“
CC
”
and
“
C
”
are regarded as having significant speculative characteristics.
“
BB
”
indicates the least degree of speculation and
“
C
”
the highest. While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB
—
An obligation rated
“
BB
”
is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate
capacity to meet its financial commitment on the obligation.
B
—
An obligation rated
“
B
”
is more vulnerable to nonpayment than obligations rated
“
BB,
”
but the obligor currently has the
capacity to meet its financial commitment on the obligation. Adverse business, financial or economic conditions will likely
impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.
CCC
—
An obligation rated
“
CCC
”
is currently vulnerable to nonpayment, and is dependent upon favorable business, financial
and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business,
financial or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC
—
An obligation rated
“
CC
”
is currently highly vulnerable to nonpayment.
C
—
A
“
C
”
rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment
arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar
action which have not experienced a payment default. Among others, the
“
C
”
rating may be assigned to subordinated debt,
preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument’s terms or
when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an
amount of cash or replaced by other instruments having a total value that is less than par.
D
—
An obligation rated
“
D
”
is in payment default. The
“
D
”
rating category is used when payments on an obligation are not
made on the date due, unless S&P believes that such payments will be made within five business days, irrespective of any grace
period. The
“
D
”
rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an
obligation are jeopardized. An obligation’s rating is lowered to
“
D
”
upon completion of a distressed exchange offer, whereby
some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is
less than par.
The ratings from
“
AA
”
to
“
CCC
”
may be modified by the addition of a plus (+) or minus (-) sign to show relative standing
within the major rating categories.
S&P Rating Outlook
An S&P rating outlook assesses the potential direction of a long-term credit rating over the intermediate term (typically six
months to two years). In determining a rating outlook, consideration is given to any changes in the economic and/or fundamental
business conditions.
Positive
—
Positive means that a rating may be raised.
Negative
—
Negative means that a rating may be lowered.
Stable
—
Stable means that a rating is not likely to change.
Developing
—
Developing means a rating may be raised or lowered.
N.M.
—
N.M. means not meaningful.
S&P Short-Term Issue RATINGS
Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the
United States, for example, that means obligations with an original maturity of no more than 365 days
–
including
commercial paper.
A-1
—
A short-term obligation rated
“
A-1
”
is rated in the highest category by S&P. The obligor’s capacity to meet its financial
commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This
indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
A-2
—
A short-term obligation rated
“
A-2
”
is somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial
commitment on the obligation is satisfactory.
A-3
—
A short-term obligation rated
“
A-3
”
exhibits adequate protection parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on
the obligation.
B
—
A short-term obligation rated
“
B
”
is regarded as vulnerable and has significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to
the obligor’s inadequate capacity to meet its financial commitments.
C
—
A short-term obligation rated
“
C
”
is currently vulnerable to nonpayment and is dependent upon favorable business, financial
and economic conditions for the obligor to meet its financial commitment on the obligation.
D
—
A short-term obligation rated
“
D
”
is in payment default. The
“
D
”
rating category is used when payments on an obligation
are not made on the date due, unless S&P believes that such payments will be made within any stated grace period. However, any
stated grace period longer than five business days will be treated as five business days. The
“
D
”
rating also will be used upon the
filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
MOODY’S Investor Services, Inc. (MOODY’s) LONG-TERM RATINGS
Moody’s long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both
on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default.
Aaa
—
Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa
—
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A
—
Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa
—
Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain
speculative characteristics.
Ba
—
Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B
—
Obligations rated B are considered speculative and are subject to high credit risk.
Caa
—
Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca
—
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of
principal and interest.
C
—
Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Moody’s appends numerical modifiers 1, 2 and 3 to each generic rating classification from Aaa through Caa. The modifier 1
indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates a ranking in the lower end of that generic rating category.
MOODY’S Short-Term RATINGS
Moody’s short-term ratings are assigned to obligations with an original maturity of 13 months or less and reflect the likelihood
of a default on contractually promised payments.
P-1
—
Issuers (or supporting institutions) rated P-1 have a superior ability to repay short-term debt obligations.
P-2
—
Issuers (or supporting institutions) rated P-2 have a strong ability to repay short-term debt obligations.
P-3
—
Issuers (or supporting institutions) rated P-3 have an acceptable ability to repay short-term obligations.
NP
—
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
FITCH, INC. (Fitch) LONG-TERM Debt RATINGs
Fitch long-term ratings report Fitch’s opinion on an entity’s relative vulnerability to default on financial obligations. The
“
threshold
”
default risk addressed by the rating is generally that of the financial obligations whose non-payment would best
reflect the uncured failure of that entity. As such, Fitch long-term ratings also address relative vulnerability to bankruptcy,
administrative receivership or similar concepts, although the agency recognizes that issuers may also make pre-emptive and
therefore voluntary use of such mechanisms.
AAA: Highest Credit Quality
—
“
AAA
”
ratings denote the lowest expectation of default risk. They are assigned only in cases
of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected
by foreseeable events.
AA: Very High Credit Quality
—
“
AA
”
ratings denote expectations of very low default risk. They indicate very strong capacity
for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A: High Credit Quality
—
“
A
”
ratings denote expectations of low default risk. The capacity for payment of financial
commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic
conditions than is the case for higher ratings.
BBB: Good Credit Quality
—
“
BBB
”
ratings indicate that expectations of default risk are currently low. The capacity for
payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair
this capacity.
BB:
Speculative
—
“
BB
”
ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in
business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of
financial commitments.
B: Highly Speculative
—
“
B
”
ratings indicate that material default risk is present, but a limited margin of safety remains.
Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the
business and economic environment.
CCC: Substantial Credit Risk
—
Default is a real possibility.
CC: Very High Levels of Credit Risk
—
Default of some kind appears probable.
C: Exceptionally High Levels of Credit Risk
—
Default is imminent or inevitable, or the issuer is in standstill. Conditions that
are indicative of a
“
C
”
category rating for an issuer include: (a) the issuer has entered into a grace or cure period following
non-payment of a material financial obligation; (b) the issuer has entered into a temporary negotiated waiver or standstill
agreement following a payment default on a material financial obligation; or (c) Fitch otherwise believes a condition of
“
RD
”
or
“
D
”
to be imminent or inevitable, including through the formal announcement of a distressed debt exchange.
RD: Restricted Default
—
“
RD
”
ratings indicate an issuer that in Fitch’s opinion has experienced an uncured payment default
on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration,
receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased operating. This would
include: (a) the selective payment default on a specific class or currency of debt; (b) the uncured expiry of any applicable grace
period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other
material financial obligation; (c) the extension of multiple waivers or forbearance periods upon a payment default on one or more
material financial obligations, either in series or in parallel; or (d) execution of a distressed debt exchange on one or more
material financial obligations.
D: Default
—
“
D
”
ratings indicate an issuer that in Fitch’s opinion has entered into bankruptcy filings, administration,
receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business.
Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an
instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of
the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed
debt exchange.
“
Imminent
”
default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but
inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period
during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed
debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.
In all cases, the assignment of a default rating reflects the agency’s opinion as to the most appropriate rating category
consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuer’s
financial obligations or local commercial practice.
FITCH SHORT-TERM DEBT RATINGs
A Fitch short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity
or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the
relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as
“
short-term
”
based on
market convention. Typically, this means up to 13 months for corporate, sovereign and structured obligations, and up to
36 months for obligations in U.S. publicfinance markets.
F1: Highest Short-Term Credit Quality
—
Indicates the strongest intrinsic capacity for timely payment of financial
commitments; may have an added
“
+
”
to denote any exceptionally strong credit feature.
F2: Good Short-Term Credit Quality
—
Good intrinsic capacity for timely payment of financial commitments.
F3: Fair Short-Term Credit Quality
—
The intrinsic capacity for timely payment of financial commitments is adequate.
B: Speculative Short-Term Credit Quality
—
Minimal capacity for timely payment of financial commitments, plus heightened
vulnerability to near-term adverse changes in financial and economic conditions.
C: High Short-Term Default Risk
—
Default is a real possibility.
RD: Restricted Default
—
Indicates an entity that has defaulted on one or more of its financial commitments, although it
continues to meet other financial obligations. Applicable to entity ratings only.
D: Default
—
Indicates a broad-based default event for an entity, or the default of a short-term obligation.
A.M. BEST Company, Inc. (a.m. best) LONG-TERM DEBT and Preferred Stock RATINGS
A Best’s long-term debt rating is Best’s independent opinion of an issuer/entity’s ability to meet its ongoing financial
obligations to security holders when due.
aaa: Exceptional
—
Assigned to issues where the issuer has an exceptional ability to meet the terms of the obligation.
aa: Very Strong
—
Assigned to issues where the issuer has a very strong ability to meet the terms of the obligation.
a: Strong
—
Assigned to issues where the issuer has a strong ability to meet the terms of the obligation.
bbb: Adequate
—
Assigned to issues where the issuer has an adequate ability to meet the terms of the obligation; however, the
issue is more susceptible to changes in economic or other conditions.
bb: Speculative
—
Assigned to issues where the issuer has speculative credit characteristics, generally due to a modest margin or
principal and interest payment protection and vulnerability to economic changes.
b: Very Speculative
—
Assigned to issues where the issuer has very speculative credit characteristics, generally due to a modest
margin of principal and interest payment protection and extreme vulnerability to economic changes.
ccc, cc, c: Extremely Speculative
—
Assigned to issues where the issuer has extremely speculative credit characteristics,
generally due to a minimal margin of principal and interest payment protection and/or limited ability to withstand adverse
changes in economic or other conditions.
d: In Default
—
Assigned to issues in default on payment of principal, interest or other terms and conditions, or when a
bankruptcy petition or similar action has been filed.
Ratings from
“
aa
”
to
“
ccc
”
may be enhanced with a
“
+
”
(plus) or
“
-
”
(minus) to indicate whether credit quality is near the top
or bottom of a category.
A.M. BEST SHORT-TERM DEBT RATINGS
A Best’s short-term debt rating is Best’s opinion of an issuer/entity’s ability to meet its financial obligations having original
maturities of generally less than one year, such as commercial paper.
AMB-1+ Strongest
—
Assigned to issues where the issuer has the strongest ability to repay short-term debt obligations.
AMB-1 Outstanding
—
Assigned to issues where the issuer has an outstanding ability to repay short-term debt obligations.
AMB-2 Satisfactory
—
Assigned to issues where the issuer has a satisfactory ability to repay short-term debt obligations.
AMB-3 Adequate
—
Assigned to issues where the issuer has an adequate ability to repay short-term debt obligations; however,
adverse economic conditions likely will reduce the issuer’s capacity to meet its financial commitments.
AMB-4 Speculative
—
Assigned to issues where the issuer has speculative credit characteristics and is vulnerable to adverse
economic or other external changes, which could have a marked impact on the company’s ability to meet its
financial commitments.
d: In Default
—
Assigned to issues in default on payment of principal, interest or other terms and conditions, or when a
bankruptcy petition or similar action has been filed.
A.M. Best Rating Modifiers
Both long- and short-term credit ratings can be assigned a modifier.
u
—
Indicates the rating may change in the near term, typically within six months. Generally is event-driven, with positive,
negative or developing implications.
pd
—
Indicates ratings assigned to a company that chose not to participate in A.M. Best’s interactive rating process.
(Discontinued in 2010).
i
—
Indicates rating assigned is indicative.
A.M. BEST RATING OUTLOOK
A.M. Best Credit Ratings are assigned a Rating Outlook that indicates the potential direction of a credit rating over an
intermediate term, generally defined as the next 12 to36 months.
Positive
—
Indicates possible ratings upgrade due to favorable financial/market trends relative to the current trading level.
Negative
—
Indicates possible ratings downgrade due to unfavorable financial/market trends relative to the current trading level.
Stable
—
Indicates low likelihood of rating change due to stable financial/market trends.
Not Rated
Certain nationally recognized statistical rating organizations (NRSROs) may designate certain issues as NR, meaning that the
issue or obligation is not rated.
Addresses
Federated Hermes U.S. SMID Fund
Institutional Shares
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Distributor
Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Investment Adviser
Federated Global Investment Management Corporation
101 Park Avenue
41st Floor
New York, NY 10178
Sub-Adviser
Hermes Investment Management Limited
Sixth Floor
150 Cheapside
London EC2V 6ET
England
Transfer Agent and Dividend Disbursing Agent
State Street Bank and Trust Company
P.O. Box 219318
Kansas City, MO 64121-9318
Custodian
The Bank of New York Mellon
One Wall Street
New York, NY 10286
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116-5072
Appendix
The following is a list of persons, other than the Adviser and its affiliates, that have been approved to receive nonpublic portfolio
holdings information concerning the Fund or Federated Hermes Complex; however, certain persons below might not receive
such information concerning the Fund or Federated Hermes Complex:
CUSTODIAN(S)
The Bank of New York Mellon
SECURITIES LENDING AGENT
Citibank, N.A.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP
LEGAL COUNSEL
Goodwin Procter LLP
K&L Gates LLP
Financial Printer(S)
Donnelley Financial Solutions
Proxy Voting Administrator
Institutional Shareholder Services
SECURITY PRICING SERVICES
Bloomberg L.P.
IHS Markit (Markit North America)
ICE Data Pricing & Reference Data, LLC
JPMorgan PricingDirect
Refinitiv US Holdings Inc.
RATINGS AGENCIES
Fitch, Inc.
Moody’s Investors Service, Inc.
Standard & Poor’s Financial Services LLC
Other SERVICE PROVIDERS
Other types of service providers that have been approved to receive nonpublic portfolio holdings information include service
providers offering, for example, trade order management systems, portfolio analytics, or performance and accounting systems,
such as:
Bank of America Merrill Lynch
Bloomberg L.P.
Citibank, N.A.
Eagle Investment Systems LLC
Electra Information Systems
FactSet Research Systems Inc.
FISGlobal
Institutional Shareholder Services
Investortools, Inc.
MSCI ESG Research LLC
Northern Trust Corporation
Sustainalytics U.S. Inc.
The Yield Book, Inc.
Wolters Kluwer N.V.
Prospectus
October 31, 2020
Disclosure contained herein relates to all classes of the Fund, as listed below, unless otherwise noted.
Federated Hermes U.S. SMID Fund
A Portfolio of Federated Hermes Adviser Series
(formerly, Federated Adviser Series)
A mutual fund seeking to provide long term capital appreciation.
As with all mutual funds, the Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed
upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
IMPORTANT NOTICE TO SHAREHOLDERS
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies
of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports
from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made
available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access
the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not
take any action. You may elect to receive shareholder reports and other communications from the Fund or your financial
intermediary electronically by contacting your financial intermediary (such as a broker-dealer or bank); other shareholders
may call the Fund at 1-800-341-7400, Option 4.
You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary
that you wish to continue receiving paper copies of your shareholder reports by contacting your financial intermediary (such
as a broker-dealer or bank); other shareholders may call the Fund at 1-800-341-7400, Option 4. Your election to receive
reports in paper will apply to all funds held with the Fund complex or your financial intermediary.
Not FDIC Insured ▪ May Lose Value ▪ No Bank Guarantee
Fund Summary Information
Federated Hermes U.S. SMID Fund (the “Fund”)
RISK/RETURN SUMMARY: INVESTMENT OBJECTIVE
The Fund’s investment objective is to provide long-term capital appreciation. The objective may be changed by the
Fund’s Board of Trustees (the
“
Trustees
”
) without shareholder approval.
RISK/RETURN SUMMARY: FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class A Shares (A), Class C Shares (C)
and Class R6 Shares (R6) of the Fund.
You may qualify for certain sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in certain classes of Federated Hermes Funds.
More information about these
and other discounts is available from your financial professional, in the
“
What Do Shares Cost?
”
section of the Prospectus
on page 13 and in
“
Appendix B
”
to this Prospectus. If you purchase the Fund’s R6 Shares through a broker acting as an
agent on behalf of its customers, you may be required to pay a commission to such broker; such commissions, if any, are
not reflected in the Example below.
Shareholder Fees (fees paid directly from your investment)
|
|
|
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
|
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)
|
|
|
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of offering price)
|
|
|
|
Redemption Fee (as a percentage of amount redeemed, if applicable)
|
|
|
|
|
|
|
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Annual Fund Operating Expenses
|
|
|
|
Fee Waivers and/or Expense Reimbursements
3
|
|
|
|
Total Annual Fund Operating Expenses After Fee Waivers and/orExpense Reimbursements
|
|
|
|
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 Fund’s 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, 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 1.08%, 1.83% and 0.78%
(the
“
Fee Limit
”
), respectively,
up to but not including the later of (the “Termination Date”): (a) November 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.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other
mutual funds.
The Example assumes that you invest $10,000 for the time periods indicated and then redeem all of your Shares at the
end of those periods. Expenses assuming no redemption are also shown. The Example also assumes that your investment
has a 5% return each year and that the operating expenses (excluding any sales loads on reinvested dividends, fee waivers
and/or expense reimbursements) are as shown in the table above and remain the same. Although your actual costs and
returns may be higher or lower, based on these assumptions your costs would be:
|
|
|
|
|
|
Expenses assuming redemption
|
|
|
Expenses assuming no redemption
|
|
|
|
|
|
Expenses assuming redemption
|
|
|
Expenses assuming no redemption
|
|
|
|
|
|
Expenses assuming redemption
|
|
|
Expenses assuming no redemption
|
|
|
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example above, affect the Fund’s performance. The Fund is a new fund, has not yet completed its first fiscal year of operation and has no portfolio turnover yet to report.
RISK/RETURN SUMMARY: INVESTMENTS, RISKS and PERFORMANCE
What are the Fund’s Main Investment Strategies?
The Fund pursues its objective by investing primarily in equity and/or equity-related securities of small and
mid-capitalization companies that are quoted or traded on regulated markets worldwide (primarily in the U.S. or Canada)
as well as component securities of the Russell 2500 Index. The Fund will invest in both growth- and value-oriented
securities. As of June 30, 2020, the capitalization of companies included in the Russell 2500 Index ranged from
approximately $41 million to $14.3 billion. The Fund will seek to invest in a diversified portfolio of equity securities (such
as common and/or preferred stock) and/or equity-related instruments (such as Global Depositary Receipts and American
Depositary Receipts) of, or relating to, companies domiciled in the U.S., or companies that derive a large proportion of
their income from U.S. activities.
The Fund’s investment adviser or sub-adviser (as applicable, the
“
Adviser
”
) will seek to identify companies that, in its
view, provide the potential for long-term capital appreciation through a fundamental analysis of relevant companies,
seeking to identify companies that are undervalued and/or demonstrate attractive growth characteristics. This is done in
order to ascertain whether the companies may provide the potential for long-term capital appreciation notwithstanding that
equities of such companies may, at the time of purchase, be undervalued. The Adviser will not, save in relation to the
capitalization of companies that may be invested in, be subject to any limitation on the types of companies in which it may
invest (either in terms of industry or focus).
As part of the strategy’s assessment of quality and its approach to risk management, risks associated with a company’s
approach to environmental, social and governance (ESG) issues, among other factors are actively assessed. The Adviser
considers data on Hermes’ proprietary ESG Dashboard, which contains a wide range of ESG factors and ranks companies
on their behaviors versus peers. In making its investment decisions, the Adviser will seek to consider ESG issues with
regards to the holding of either individual securities or various categories or classes of securities. These ESG
considerations are intended to provide guidance on achieving best practice standards of corporate governance and equity
stewardship in order to make informed investment decisions.
The Fund may invest in other investment companies, exchange-traded funds, real estate investment trusts (REITs) and
futures contracts to implement elements of its investment strategy, including for cash flow management, cost
effectiveness, and gaining exposure to certain markets and securities in a quicker and/or more efficient manner. There can
be no assurance that the Fund’s use of futures contracts will work as intended. Futures contract investments made by the
Fund are included within the Fund’s 80% policy (as described below) and are calculated at market value.
The Fund will invest its assets so that, under normal circumstances, at least 80% of its net assets (plus any borrowings
for investment purposes) are invested in equity securities of small to mid-capitalization (SMID) companies. The Fund will
notify shareholders at least 60 days in advance of any change in its investment policy that would permit the Fund to invest,
under normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in investments
in equity securities of SMID companies. For purposes of this limitation, small- to mid-capitalization companies will
normally be defined as companies with market capitalizations similar to the constituents of the Fund’s benchmark, the
Russell 2500 Index. Such definition will be applied at the time of investment and the Adviser will not be required to sell a
stock because a company’s market capitalization has grown larger than the range of small- to mid-capitalization stocks in
the Russell 2500 Index.
What are the Main Risks of Investing in the Fund?
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund.
The primary
factors that may reduce the Fund’s returns include:
■
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.
■
Environmental, Social and Governance Risk
. The Adviser considers environmental, social and governance (ESG)
issues as part of its security selection process. ESG factors are not the only factors considered by the Adviser and there
is no guarantee the companies in which the Fund invests will be considered ESG companies or have high ESG ratings.
Such considerations may fail to produce the intended result.
■
Real Estate Investment Trust Risk.
Real estate investment trusts (REITs) carry risks associated with owning real
estate, including the potential for a decline in value due to economic or market conditions.
■
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. dollardenominated securities.
■
Risk Related to Investing for Value.
Due to their relatively low valuations, value stocks are typically less volatile
than growth stocks. Additionally, 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.
■
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.
■
Liquidity Risk.
Trading opportunities are more limited for equity securities that are not widely held. This may make it
more difficult to sell or buy a security at a favorable price or time. Liquidity risk also refers to the possibility that the
Fund may not be able to sell a security or close out a derivative contract when it wants to.
■
Custodial Services and Related Investment Costs.
Custodial services and other costs relating to investment in
international securities markets generally are more expensive due to differing settlement and clearance procedures than
those of the United States. The inability of the Fund to make intended securities purchases due to settlement problems
could cause the Fund to miss attractive investment opportunities.
■
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.
■
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.
■
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.
■
Exchange-Traded Funds Risk.
An investment in an exchange-traded fund (ETF) generally presents the same primary
risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment
objectives, strategies and policies. The price of an ETF can fluctuate up or down, and the Fund could lose money
investing in an ETF if the prices of the securities owned by the ETF go down.
■
Technology Risk.
The Adviser uses various technologies in managing the Fund, consistent with its investment
objective(s) and strategy described in this Prospectus. For example, proprietary and third-party data and systems are
utilized to support decision making for the Fund. Data imprecision, software or other technology malfunctions,
programming inaccuracies and similar circumstances may impair the performance of these systems, which may
negatively affect Fund performance.
The Shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
Performance: Bar Chart and Table
A performance bar chart and total return information for the Fund will be provided after the Fund has been in operation for a full calendar year.
Updated performance information for the Fund is available under the
“
Products
”
section at
FederatedInvestors.com
or by calling
1-800-341-7400
.
Fund Management
The Fund’s Investment Adviser is Federated Global Investment Management Corporation and the Fund’s Sub-Adviser,
an affiliate of the Investment Adviser, is Hermes Investment Management Limited.
Mark Sherlock, Portfolio Manager, has been the Fund’s portfolio manager since inception in June 2020.
Henry Biddle, Portfolio Manager, has been the Fund’s portfolio manager since inception in June 2020.
Alex Knox, Portfolio Manager, has been the Fund’s portfolio manager since inception in June 2020.
Michael Russell, Portfolio Manager, has been the Fund’s portfolio manager since inception in June 2020.
purchase and sale of fund shares
You may purchase, redeem or exchange Shares of the Fund on any day the New York Stock Exchange is open. Shares
may be purchased through a financial intermediary firm that has entered into a Fund selling and/or servicing agreement
with the Distributor or an affiliate (
“
Financial Intermediary
”
) or directly from the Fund, by wire or by check. Please note
that certain purchase restrictions may apply. Redeem or exchange Shares through a financial intermediary or directly from
the Fund by telephone at 1-800-341-7400 or by mail.
A & C Classes
The minimum investment amount for the Fund’s A & C classes is generally $1,500 for initial investments and $100 for
subsequent investments. The minimum initial and subsequent investment amounts for Individual Retirement Accounts are
$250 and $100, respectively. There is no minimum initial or subsequent investment amount for employer-sponsored
retirement plans. Certain types of accounts are eligible for lower minimum investments. The minimum investment for
Systematic Investment Programs is $50.
R6 Class
There are no minimum initial or subsequent investment amounts required. The minimum investment amount for
Systematic Investment Programs is $50.
Tax Information
A & C Classes
The Fund’s distributions are taxable as ordinary income or capital gains except when your investment is through a
401(k) plan, an Individual Retirement Account or other tax-advantaged investment plan.
R6 Class
The Fund’s distributions are taxable as ordinary income or capital gains except when your investment is through a
tax-advantagedinvestment plan.
Payments to Broker-Dealers and Other Financial Intermediaries
A & C Classes
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and/or its
related companies may pay the intermediary for the sale of Fund Shares and related services. These payments may create a
conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund
over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Payments to Broker-Dealers and Other Financial Intermediaries
R6 Class
Class R6 Shares do not make any payments to financial intermediaries, either from Fund assets or from the investment
adviser and its affiliates.
What are the Fund’s Investment Strategies?
The Fund’s investment objective is to provide long-term capital appreciation. While there is no assurance that the Fund
will achieve its investment objective, it endeavors to do so by following the principal strategies and policies described in
this Prospectus. This objective may be changed by the Fund’s Board of Trustees (the
“
Trustees
”
) without
shareholder approval.
The Fund pursues its objective by investing primarily in equity and/or equity-related securities of small to
mid-capitalization companies that are quoted or traded on regulated markets worldwide (primarily in the U.S. or Canada)
as well as component securities of the Russell 2500 Index. The Fund will invest in both growth- and value-oriented
securities. As of June 30, 2020, the capitalization of companies included in the Russell 2500 Index ranged from
approximately $41 million to $14.3 billion. The Fund will seek to invest in a diversified portfolio of equity securities (such
as common and/or preferred stock) and/or equity-related instruments (such as Global Depositary Receipts and American
Depositary Receipts) of, or relating to, companies domiciled in the U.S., or companies that derive a large proportion of
their income from U.S. activities.
As part of the strategy’s assessment of quality and its approach to risk management, risks associated with a company’s
approach to environmental, social and governance (ESG) issues, among other factors, are actively assessed. The Fund’s
investment adviser or sub-adviser (as applicable, the
“
Adviser
”
) considers data on Hermes’ proprietary ESG Dashboard,
which contains a wide range of ESG factors and ranks companies on their behaviors versus peers. In making its
investment decisions, the Adviser will seek to consider ESG issues with regards to the holding of either individual
securities or various categories or classes of securities. These ESG considerations are intended to provide guidance on
achieving best practice standards of corporate governance and equity stewardship in order to make informed
investment decisions.
The Fund may also invest in and/or gain exposure to securities of other investment companies, exchange-traded funds,
real estate investment trusts (REITs) and money market funds including funds advised by the Fund’s Adviser or
its affiliates.
In managing the assets of the Fund, the Adviser will seek to identify companies that, in its view, provide the potential
for long-term capital appreciation. The Adviser will therefore, through a fundamental analysis of relevant companies, seek
to identify companies that are undervalued and/or demonstrate attractive growth characteristics. The Adviser seeks to
identify high-quality companies that it believes possess a durable competitive advantage as well as stable, growing
revenues and cash flow. This is done in order to ascertain whether the companies may provide the potential for long-term
capital appreciation notwithstanding that equities of such companies may, at the time of purchase (in the Adviser’s
opinion), be undervalued. In addition, the Adviser believes that companies that are well governed are more likely to avoid
unforeseeable negative impacts and targets such companies. The Adviser will not, save in relation to the capitalization of
companies that may be invested in, be subject to any limitation on the types of companies in which it may invest (either in
terms of industry or focus).
In making its investment decisions, the Adviser will seek to consider its corporate governance and/or responsible
investment policies (
“
CGRI Guidelines
”
) with regards to the holding of either individual securities or various categories or
classes of securities. The CGRI Guidelines are intended to provide guidance on achieving best practice standards of
corporate governance and equity stewardship in order to make informed investment decisions.
The Fund may invest in futures contracts to implement elements of its investment strategy, including for cash flow
management, cost effectiveness, and gaining exposure to certain markets and securities in a quicker and/or more efficient
manner. There can be no assurance that the Fund’s use of futures contracts will work as intended. Futures contract
investments made by the Fund are included within the Fund’s 80% policy (as described below) and are calculated at
market value.
The Fund will invest its assets so that, under normal circumstances, at least 80% of its net assets (plus any borrowings
for investment purposes) are invested in equity securities of small to mid-capitalization (SMID) companies. The Fund will
notify shareholders at least 60 days in advance of any change in its investment policy that would permit the Fund to invest,
under normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in investments
in equity securities of SMID companies. For purposes of this limitation, small- to mid-capitalization companies will
normally be defined as companies with market capitalizations similar to the constituents of the Fund’s benchmark, the
Russell 2500 Index. Such definition will be applied at the time of investment and the Adviser will not be required to sell a
stock because a company’s market capitalization has grown larger than the range of small- to mid-capitalization stocks in
the Russell 2500 Index.
Portfolio Turnover
The Fund actively trades its portfolio securities in an attempt to achieve its investment objective. Active trading will
cause the Fund to have an increased portfolio turnover rate and increase the Fund’s trading costs, which may have an
adverse impact on the Fund’s performance. An active trading strategy will likely result in the Fund generating more
short-term capital gains or losses. Short-term gains are generally taxed at a higher rate than long-term gains. Any
short-term losses are used first to offset short-term gains.
TEMPORARY INVESTMENTS
The Fund may temporarily depart from its principal investment strategies by investing its assets in shorter-term debt
securities and similar obligations or holding cash. It may do this in response to unusual circumstances, such as: adverse
market, economic or other conditions (for example, to help avoid potential losses, or during periods when there is a
shortage of appropriate securities); to maintain liquidity to meet shareholder redemptions; or to accommodate cash
inflows. It is possible that when the Fund takes temporary defensive positions, these positions could affect the Fund’s
investment returns and/or the Fund may not achieve its investment objectives.
What are the Fund’s Principal Investments?
The following provides general information on the Fund’s principal investments. The Fund’s Statement of Additional
Information (SAI) provides information about the Fund’s non-principal investments and may provide additional
information about the Fund’s principal investments.
Equity Securities
Equity securities represent a share of an issuer’s earnings and assets, after the issuer pays its liabilities. The Fund cannot
predict the income it will receive from equity securities because issuers generally have discretion as to the payment of any
dividends or distributions. However, equity securities offer greater potential for appreciation than many other types of
securities, because their value increases directly with the value of the issuer’s business.
The following describes the equity securities in which the Fund principally invests.
Common Stocks
Common stocks are the most prevalent type of equity security. Common stocks receive the issuer’s earnings after the
issuer pays its creditors and any preferred stockholders. As a result, changes in an issuer’s earnings directly influence the
value of its common stock.
Preferred Stocks
Preferred stocks have the right to receive specified dividends or distributions before the issuer makes payments on its
common stock. Some preferred stocks also participate in dividends and distributions paid on common stock. Preferred
stocks may also permit the issuer to redeem the stock.
Real Estate Investment Trusts (REITs)
REITs are real estate investment trusts (including foreign REITs and REIT-like entities) that lease, operate and finance
commercial real estate. REITs in the United States are exempt from federal corporate income tax if they limit their
operations and distribute most of their income. Such tax requirements limit a U.S. REIT’s ability to respond to changes in
the commercial real estate market.
Foreign Securities
Foreign securities are securities of issuers based outside the United States. To the extent a Fund invests in securities
included in its applicable broad-based securities market index, the Fund may consider an issuer to be based outside the
United States if the applicable index classifies the issuer as based outside the United States. Accordingly, the Fund may
consider an issuer to be based outside the United States if the issuer satisfies at least one, but not necessarily all, of
the following:
■
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.
Foreign securities are primarily denominated in foreign currencies. Along with the risks normally associated with
domestic securities of the same type, foreign securities are subject to currency risks and risks of foreign investing.
Depositary Receipts and Domestically Traded Securities of Foreign Issuers (Types of Foreign Equity Securities)
Depositary receipts represent interests in underlying securities issued by a foreign company. Depositary receipts are not
traded in the same market as the underlying security. American Depositary Receipts (ADRs) provide a way to buy shares
of foreign-based companies in the United States rather than in overseas markets. ADRs are also traded in U.S. dollars,
eliminating the need for foreign exchange transactions. The foreign securities underlying European Depositary Receipts,
Global Depositary Receipts and International Depositary Receipts are traded globally or outside the United States.
Depositary receipts involve many of the same risks of investing directly in foreign securities, including currency risks and
risks of foreign investing. The Fund may also invest in securities issued directly by foreign companies and traded in
U.S. dollars in U.S. markets.
Investing in Securities of Other Investment Companies
The Fund may invest its assets in securities of other investment companies, including the securities of affiliated money
market funds, as an efficient means of implementing its investment strategies and/or managing its uninvested cash. These
other investment companies are managed independently of the Fund and incur additional fees and/or expenses which
would, therefore, be borne indirectly by the Fund in connection with any such investment. However, the Adviser believes
that the benefits and efficiencies of this approach should outweigh the potential additional fees and/or expenses. The Fund
may invest in money market securities directly.
Investing in Exchange-Traded Funds
The Fund may invest in exchange-traded funds (ETFs) as an efficient means of carrying out its investment strategies. As
with traditional mutual funds, ETFs charge asset-based fees, although these fees tend to be relatively low. ETFs are traded
on stock exchanges or on the over-the-counter market. ETFs do not charge initial sales charges or redemption fees and
investors pay only customary brokerage fees to buy and sell ETF shares.
Derivative Contracts
Derivative contracts are financial instruments that require payments based upon changes in the values of designated
securities, commodities, currencies, indices, or other assets or instruments including other derivative contracts, (each a
“
Reference Instrument
”
and collectively,
“
Reference Instruments
”
). Each party to a derivative contract may sometimes be
referred to as a counterparty. Some derivative contracts require payments relating to an actual, future trade involving the
Reference Instrument. These types of derivatives are frequently referred to as
“
physically settled
”
derivatives. Other
derivative contracts require payments relating to the income or returns from, or changes in the market value of, a
Reference Instrument. These types of derivatives are known as
“
cash-settled
”
derivatives, since they require cash
payments in lieu of delivery of the Reference Instrument.
Many derivative contracts are traded on securities or commodities exchanges. In this case, the exchange sets all the
terms of the contract except for the price. Investors make payments due under their contracts through the exchange. Most
exchanges require investors to maintain margin accounts through their brokers to cover their potential obligations to the
exchange. Parties to the contract make (or collect) daily payments to the margin accounts to reflect losses (or gains) in the
value of their contracts. This protects investors against potential defaults by the other party to the contract. Trading
contracts on an exchange also allows investors to close out their contracts by entering into offsetting contracts.
The Fund may also trade derivative contracts over-the-counter (OTC) in transactions negotiated directly between the
Fund and a financial institution. OTC contracts do not necessarily have standard terms, so they may be less liquid and
more difficult to close out than exchange-traded contracts. In addition, OTC contracts with more specialized terms may be
more difficult to value than exchange-traded contracts, especially in times of financial stress.
The market for swaps and other OTC derivatives was largely unregulated prior to the enactment of federal legislation
known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
“
Dodd-Frank Act
”
). Regulations enacted
by the Commodity Futures Trading Commission (the CFTC) under the Dodd-Frank Act require the Fund to clear certain
swap contracts through a clearing house or central counterparty (a CCP).
To clear a swap through the CCP, the Fund will submit the contract to, and post margin with, a futures commission
merchant (FCM) that is a clearing house member. The Fund may enter into the swap with a financial institution other than
the FCM and arrange for the contract to be transferred to the FCM for clearing, or enter into the contract with the FCM
itself. If the Fund must centrally clear a transaction, the CFTC’s regulations also generally require that the swap be
executed on a registered exchange or through a market facility that is known as a swap execution facility or SEF. Central
clearing is presently required only for certain swaps; the CFTC is expected to impose a mandatory central clearing
requirement for additional derivative instruments over time.
The CCP, SEF and FCM are all subject to regulatory oversight by the CFTC. In addition, most derivative market
participants are now regulated as swap dealers or major swap participants and are subject to certain minimum capital and
margin requirements and business conduct standards. Similar regulatory requirements are expected to apply to derivative
contracts that are subject to the jurisdiction of the SEC, although the SEC has not yet finalized its regulations. In addition,
uncleared OTC swaps will be subject to regulatory collateral requirements that could adversely affect the Fund’s ability to
enter into swaps in the OTC market. These developments could cause the Fund to terminate new or existing swap
agreements or to realize amounts to be received under such instruments at an inopportune time.
Until the mandated rulemaking and regulations are implemented completely, it will not be possible to determine the
complete impact of the Dodd-Frank Act and related regulations on the Fund.
Depending on how the Fund uses derivative contracts and the relationships between the market value of a derivative
contract and the Reference Instrument, derivative contracts may increase or decrease the Fund’s exposure to the risks of
the Reference Instrument, and may also expose the Fund to liquidity and leverage risks. OTC contracts also expose the
Fund to credit risks in the event that a counterparty defaults on the contract, although this risk may be mitigated by
submitting the contract for clearing through a CCP.
Payment obligations arising in connection with derivative contracts are frequently required to be secured with margin
(which is commonly called
“
collateral
”
).
The Fund may invest in a derivative contract if it is permitted to own, invest in, or otherwise have economic exposure to
the Reference Instrument. The Fund is not required to own a Reference Instrument in order to buy or sell a derivative
contract relating to that Reference Instrument. The Fund may trade in the following specific types and/or combinations of
derivative contracts.
Futures Contracts (A Type of Derivative)
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a
Reference Instrument at a specified price, date and time. Entering into a contract to buy a Reference Instrument is
commonly referred to as buying a contract or holding a long position in the asset. Entering into a contract to sell a
Reference Instrument is commonly referred to as selling a contract or holding a short position in the Reference Instrument.
Futures contracts are considered to be commodity contracts. The Adviser has claimed an exclusion from the definition of
the term
“
commodity pool operator
”
under the Commodity Exchange Act with respect to the Fund and, therefore, is not
subject to registration or regulation with respect to the Fund. Futures contracts traded OTC are frequently referred to as
forward contracts. The Fund can buy or sell financial futures (such as index futures and security futures), as well as
currency futures and currency forward contracts.
OTHER INVESTMENTS, TRANSACTIONS, TECHNIQUES
Asset Segregation
In order to cover its obligations in connection with derivative contracts or special transactions, the Fund will either own
the underlying assets, enter into offsetting transactions or set aside cash or readily marketable securities in each case, as
provided by the SEC or SEC staff guidance. This requirement may cause the Fund to miss favorable trading opportunities,
due to a lack of sufficient cash or readily marketable securities. This requirement may also cause the Fund to realize losses
on offsetting or terminated derivative contracts or special transactions.
What are the Specific Risks of Investing in the Fund?
The following describes the principal risks associated with the Fund’s principal investments, including the risks to
which the Fund’s portfolio as a whole is expected to be subject and the circumstances reasonably likely to affect adversely
the Fund’s net asset value and total return. Any additional risks associated with the Fund’s non-principal investments are
described in the Fund’s SAI. The Fund’s SAI also may provide additional information about the risks associated with the
Fund’s principal investments.
Stock Market Risk
The value of equity securities in the Fund’s portfolio will rise and fall over time. These fluctuations could be a sustained
trend or a drastic movement. Historically, the equity market has moved in cycles, and the value of the Fund’s securities
may fluctuate from day to day. The Fund’s portfolio will reflect changes in prices of individual portfolio stocks or general
changes in stock valuations. Consequently, the Fund’s Share price may decline. The Adviser attempts to manage market
risk by limiting the amount the Fund invests in each company’s equity securities. However, diversification will not protect
the Fund against widespread or prolonged declines in the stock market.
Information publicly available about a company, whether from the company’s financial statements or other disclosures
or from third parties, or information available to some but not all market participants, can affect the price of a company’s
shares in the market. The price of a company’s shares depends significantly on the information publicly available about
the company. The reporting of poor results by a company, the restatement of a company’s financial statements or
corrections to other information regarding a company or its business may adversely affect the price of its shares, as would
allegations of fraud or other misconduct by the company’s management. The Fund may also be disadvantaged if some
market participants have access to material information not readily available to other market participants, including
the Fund.
Small-Cap Company Risk
The Fund may invest in small capitalization (or
“
small-cap
”
) companies. Market capitalization is determined by
multiplying the number of a company’s outstanding shares by the current market price per share. Generally, the smaller
the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more
volatile its price. Companies with smaller market capitalizations also tend to have unproven track records, a limited
product or service base and limited access to capital. Newer companies with unproven business strategies also tend to be
smaller companies. The above factors increase risks and make these companies more likely to fail than companies with
larger market capitalizations, and could increase the volatility of the Fund’s portfolio and performance. Shareholders
should expect that the value of the Fund’s Shares will be more volatile than a fund that invests exclusively in mid-cap or
large-cap companies.
Mid-Cap Company Risk
The Fund may invest in mid-capitalization (or
“
mid-cap
”
) companies. Market capitalization is determined by
multiplying the number of a company’s outstanding shares by the current market price per share. Mid-cap companies often
have narrower markets and limited managerial and financial resources compared to larger, more established companies.
The performance of mid-cap companies can be more volatile and they face greater risk of business failure, compared to
larger, more established companies, which could increase the volatility of the Fund’s portfolio and performance.
Shareholders should expect that the value of the Fund’s Shares will be more volatile than a fund that invests exclusively in
large-cap companies.
Environmental, Social and Governance Risk
The Adviser considers environmental, social and governance (ESG) issues as part of its security selection process. ESG
factors are not the only factors considered by the Adviser and there is no guarantee the companies in which the Fund
invests will be considered ESG companies or have high ESG ratings. Such considerations may fail to produce the
intended result.
REAL ESTATE INVESTMENT TRUST RISK
Real estate investment trusts (REITs), including foreign REITs and REIT-like entities, are subject to risks associated
with the ownership of real estate. Some REITs experience market risk due to investment in a limited number of properties,
in a narrow geographic area, or in a single property type, which increases the risk that such REIT could be unfavorably
affected by the poor performance of a single investment or investment type. These companies are also sensitive to factors
such as changes in real estate values and property taxes, interest rates, cash flow of underlying real estate assets, supply
and demand and the management skill and creditworthiness of the issuer. Borrowers could default on or sell investments
that a REIT holds, which could reduce the cash flow needed to make distributions to investors. In addition, REITs may
also be affected by tax and regulatory requirements impacting the REITs’ ability to qualify for preferential tax treatments
or exemptions. REITs require specialized management and pay management expenses. REITs also are subject to physical
risks to real property, including weather, natural disasters, terrorist attacks, war, or other events that destroy real property.
Foreign REITs and REIT-like entities can also be subject to currency risk, limited public information, illiquid trading and
the impact of local laws.
REITs include equity REITs and mortgage REITs. Equity REITs may be affected by changes in the value of the
underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended.
Further, equity and mortgage REITs are dependent upon management skills and generally may not be diversified. Equity
and mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidations. In
addition, equity and mortgage REITs could possibly fail to qualify for tax-free pass-through of income under applicable
tax laws or to maintain their exemptions from registration under the Investment Company Act of 1940, as amended. The
above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event
of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and
may incur substantial costs associated with protecting its investments. In addition, even many of the larger REITs in the
industry tend to be small to medium-sized companies in relation to the equity markets as a whole.
Effective for taxable years beginning after December 31, 2017, the Tax Cuts and Jobs Act generally allows individuals
and certain non-corporate entities, such as partnerships, a deduction for 20% of qualified REIT dividends. Recently issued
proposed regulations allow a regulated investment company to pass the character of its qualified REIT dividends through
to its shareholders provided certain holding period requirements are met.
Risk of Foreign Investing
Foreign securities pose additional risks because foreign economic or political conditions may be less favorable than
those of the United States. Securities in foreign markets may also be subject to taxation policies that reduce returns for
U.S. investors.
Foreign companies may not provide information (including financial statements) as frequently or to as great an extent as
companies in the United States. Foreign companies may also receive less coverage than U.S. companies by market
analysts and the financial press. In addition, foreign countries may lack uniform accounting, auditing and financial
reporting standards or regulatory requirements comparable to those applicable to U.S. companies. These factors may
prevent the Fund and its Adviser from obtaining information concerning foreign companies that is as frequent, extensive
and reliable as the information available concerning companies in the United States.
Foreign countries may have restrictions on foreign ownership of securities or may impose exchange controls, capital
flow restrictions or repatriation restrictions which could adversely affect the liquidity of the Fund’s investments.
Legal remedies available to investors in certain foreign countries may be more limited than those available with respect
to investments in the United States or in other foreign countries.
The laws of some foreign countries may limit the Fund’s ability to invest in securities of certain issuers organized under
the laws of those countries.
Risk of Investing In Depositary Receipts and Domestically Traded Securities of Foreign Issuers
Because the Fund may invest in ADRs and other domestically traded securities of foreign companies, whether in the
United States or in foreign local markets, the Fund’s Share price may be more affected by foreign economic and political
conditions, taxation policies and accounting and auditing standards than would otherwise be the case. Foreign companies
may not provide information as frequently or to as great an extent as companies in the United States. Foreign companies
may also receive less coverage than U.S. companies by market analysts and the financial press. In addition, foreign
companies may lack uniform accounting, auditing and financial reporting standards or regulatory requirements
comparable to those applicable to U.S. companies. These factors may prevent the Fund and its Adviser from obtaining
information concerning foreign companies that is as frequent, extensive and reliable as the information concerning
companies in the United States.
Currency Risk
Exchange rates for currencies fluctuate daily. The combination of currency risk and market risks tends to make
securities traded in foreign markets more volatile than securities traded exclusively in the United States.
Investing in currencies or securities denominated in a foreign currency, entails risk of being exposed to a currency that
may not fully reflect the strengths and weaknesses of the economy of the country or region utilizing the currency. In
addition, it is possible that a currency (such as, for example, the euro) could be abandoned in the future by countries that
have already adopted its use, and the effects of such an abandonment on the applicable country and the rest of the
countries utilizing the currency are uncertain but could negatively affect the Fund’s investments denominated in the
currency. If a currency used by a country or countries is replaced by another currency, the Fund’s Adviser would evaluate
whether to continue to hold any investments denominated in such currency, or whether to purchase investments
denominated in the currency that replaces such currency, at the time. Such investments may continue to be held, or
purchased, to the extent consistent with the Fund’s investment objective(s) and permitted under applicable law.
Many countries rely heavily upon export-dependent businesses and any strength in the exchange rate between a
currency and the U.S. dollar or other currencies can have either a positive or a negative effect upon corporate profits and
the performance of investments in the country or region utilizing the currency. Adverse economic events within such
country or region may increase the volatility of exchange rates against other currencies, subjecting the Fund’s investments
denominated in such country’s or region’s currency to additional risks.
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.
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
Trading opportunities are more limited for equity securities that are not widely held. This may make it more difficult to
sell or buy a security at a favorable price or time. Consequently, the Fund may have to accept a lower price to sell a
security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect
on the Fund’s performance. Infrequent trading of securities may also lead to an increase in their price volatility.
Liquidity risk also refers to the possibility that the Fund may not be able to sell a security or close out a derivative
contract when it wants to. If this happens, the Fund will be required to continue to hold the security or keep the position
open, and the Fund could incur losses.
OTC derivative contracts generally carry greater liquidity risk than exchange-traded contracts. This risk may be
increased in times of financial stress, if the trading market for OTC derivative contracts becomes restricted.
CUSTODIAL SERVICES AND RELATED INVESTMENT COSTS
Custodial services and other costs relating to investment in international securities markets generally are more
expensive than in the United States. Such markets have settlement and clearance procedures that differ from those in the
United States. In certain markets, there have been times when settlements have been unable to keep pace with the volume
of securities transactions, making it difficult to conduct such transactions. The inability of the Fund to make intended
securities purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Inability
to dispose of a portfolio security caused by settlement problems could result in losses to the Fund due to a subsequent
decline in value of the portfolio security.
Risk of Investing in Derivative Contracts
The Fund’s exposure to derivative contracts (either directly or through its investment in another investment company)
involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other
traditional investments. First, changes in the value of the derivative contracts in which the Fund invests may not be
correlated with changes in the value of the underlying Reference Instruments or, if they are correlated, may move in the
opposite direction than originally anticipated. Second, while some strategies involving derivatives may reduce the risk of
loss, they may also reduce potential gains or, in some cases, result in losses by offsetting favorable price movements in
portfolio holdings. Third, there is a risk that derivative contracts may be erroneously priced or improperly valued and, as a
result, the Fund may need to make increased cash payments to the counterparty. Fourth, exposure to derivative contracts
may have tax consequences to the Fund and its shareholders. For example, derivative contracts may cause the Fund to
realize increased ordinary income or short-term capital gains (which are treated as ordinary income for Federal income tax
purposes) and, as a result, may increase taxable distributions to shareholders. In addition, under certain circumstances
certain derivative contracts may cause the Fund to: (a) incur an excise tax on a portion of the income related to those
contracts; and/or (b) reclassify, as a return of capital, some or all of the distributions previously made to shareholders
during the fiscal year as dividend income. Fifth, a common provision in OTC derivative contracts permits the counterparty
to terminate any such contract between it and the Fund, if the value of the Fund’s total net assets declines below a
specified level over a given time period. Factors that may contribute to such a decline (which usually must be substantial)
include significant shareholder redemptions and/or a marked decrease in the market value of the Fund’s investments. Any
such termination of the Fund’s OTC derivative contracts may adversely affect the Fund (for example, by increasing losses
and/or costs, and/or preventing the Fund from fully implementing its investment strategies). Sixth, the Fund may use a
derivative contract to benefit from a decline in the value of a Reference Instrument. If the value of the Reference
Instrument declines during the term of the contract, the Fund makes a profit on the difference (less any payments the Fund
is required to pay under the terms of the contract). Any such strategy involves risk. There is no assurance that the
Reference Instrument will decline in value during the term of the contract and make a profit for the Fund. The Reference
Instrument may instead appreciate in value creating a loss for the Fund. Seventh, a default or failure by a CCP or an FCM
(also sometimes called a
“
futures broker
”
), or the failure of a contract to be transferred from an Executing Dealer to the
FCM for clearing, may expose the Fund to losses, increase its costs, or prevent the Fund from entering or exiting
derivative positions, accessing margin, or fully implementing its investment strategies. The central clearing of a derivative
and trading of a contract over a SEF could reduce the liquidity in, or increase costs of entering into or holding, any
contracts. Finally, derivative contracts may also involve other risks described in this Prospectus, such as stock market,
credit, currency and liquidity risks.
Counterparty Credit Risk
Credit risk includes the possibility that a party to a transaction (such as a derivative transaction) involving the Fund will
fail to meet its obligations. This could cause the Fund to lose money or to lose the benefit of the transaction or prevent the
Fund from selling or buying other securities to implement its investment strategy.
RISK RELATED TO THE ECONOMY
The value of the Fund’s portfolio may decline in tandem with a drop in the overall value of the markets in which the
Fund invests and/or other markets based on negative developments in the U.S. and global economies. Economic, political
and financial conditions, or industry or economic trends and developments, may, from time to time, and for varying
periods of time, cause volatility, illiquidity or other potentially adverse effects in the financial markets, including the
fixed-income market. The commencement, continuation or ending of government policies and economic stimulus
programs, changes in monetary policy, increases or decreases in interest rates, or other factors or events that affect the
financial markets, including the fixed-income markets, may contribute to the development of or increase in volatility,
illiquidity, shareholder redemptions and other adverse effects which could negatively impact the Fund’s performance. For
example, the value of certain portfolio securities may rise or fall in response to changes in interest rates, which could result
from a change in government policies, and has the potential to cause investors to move out of certain portfolio securities,
including fixed-income securities, on a large scale. This may increase redemptions from funds that hold large amounts of
certain securities and may result in decreased liquidity and increased volatility in the financial markets. Market factors,
such as the demand for particular portfolio securities, may cause the price of certain portfolio securities to fall while the
prices of other securities rise or remain unchanged.
Epidemic and Pandemic Risk
An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in late 2019 and
subsequently spread globally (
“
COVID-19
”
). This coronavirus has resulted in closing borders, enhanced health
screenings, healthcare service preparation and delivery, quarantines, cancellations, and disruptions to supply chains,
workflow operations and consumer activity, as well as general concern and uncertainty. The impact of this
coronavirus may be short-term or may last for an extended period of time and has resulted in a substantial economic
downturn. Health crises caused by outbreaks, such as the coronavirus outbreak, may exacerbate other pre-existing
political, social and economic risks. The impact of this outbreak, and other epidemics and pandemics that may arise in
the future, could continue to negatively affect the worldwide economy, as well as the economies of individual
countries, individual companies, including certain Fund service providers and issuers of the Fund’s investments, and
the markets in general in significant and unforeseen ways. Any such impact could adversely affect the
Fund’s performance.
The United States has responded to the COVID-19 pandemic and resulting economic distress with fiscal and
monetary stimulus packages. In late March 2020, the government passed the Coronavirus Aid, Relief, and Economic
Security Act (the
“
CARES Act
”
), a stimulus package providing for over $2.2 trillion in resources to small businesses,
state and local governments, and individuals that have been adversely impacted by the COVID-19 pandemic. In
addition, in mid-March 2020 theU.S. Federal Reserve (
“
Fed
”
) cut interest rates to historically low levels and has
announced a new round of quantitative easing, including purchases of corporate and municipal government bonds.
The Fed also enacted various programs to support liquidity operations and funding in the financial markets, including
expanding its reverse repurchase agreement operations, adding $1.5 trillion of liquidity to the banking system;
establishing swap lines with other major central banks to provide dollar funding; establishing a program to support
money market funds; easing various bank capital buffers; providing funding backstops for businesses to provide
bridging loans for up to four years; and providing funding to help credit flow in asset-backed securities markets. The
Fed also plans to extend credit to small- and medium-sized businesses.
EXCHANGE-TRADED FUNDS RISK
An investment in an exchange-traded fund (ETF) generally presents the same primary risks as an investment in a
conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies.
The price of an ETF can fluctuate up or down, and the Fund could lose money investing in an ETF if the prices of the
securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not apply to
conventional funds: (i) the market price of an ETF’s shares may trade above or below its net asset value; (ii) an active
trading market for an ETF’s shares may not develop or be maintained; or (iii) trading of an ETF’s shares may be halted if
the listing exchange’s officials deem such action appropriate, the shares are delisted from the exchange or the activation of
market-wide
“
circuit breakers
”
(which are tied to large decreases in stock prices) halts stock trading generally.
Technology Risk
The Adviser uses various technologies in managing the Fund, consistent with its investment objective(s) and strategy
described in this Prospectus. For example, proprietary and third-party data and systems are utilized to support decision-making
for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar
circumstances may impair the performance of these systems, which may negatively affect Fund performance.
What Do Shares Cost?
CALCULATION OF NET ASSET VALUE
When the Fund receives your transaction request in proper form (as described in this Prospectus under the sections
entitled
“
How to Purchase Shares
”
and
“
How to Redeem and Exchange Shares
”
), it is processed at the next calculated net
asset value of a Share (NAV) plus any applicable front-end sales charge (
“
public offering price
”
). A Share’s NAV is
determined as of the end of regular trading on the New York Stock Exchange (NYSE) (normally 4:00 p.m. Eastern time),
each day the NYSE is open. The Fund calculates the NAV of each class by valuing the assets allocated to the Share’s
class, subtracting the liabilities allocated to each class and dividing the balance by the number of Shares of the class
outstanding. The NAV for each class of Shares may differ due to the level of expenses allocated to each class as well as a
result of the variance between the amount of accrued investment income and capital gains or losses allocated to each class
and the amount actually distributed to shareholders of each class. The Fund’s current NAV and/or public offering price
may be found at
FederatedInvestors.com
, via online news sources and in certain newspapers.
You can purchase, redeem or exchange Shares any day the NYSE is open.
When the Fund holds securities that trade principally in foreign markets on days the NYSE is closed, the value of the
Fund’s assets may change on days you cannot purchase or redeem Shares. This may also occur when the U.S. markets for
fixed-income securities are open on a day the NYSE is closed.
In calculating its NAV, the Fund generally values investments as follows:
■
Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale
price or official closing price in their principal exchange or market.
■
Derivative contracts listed on exchanges are valued at their reported settlement or closing price, except that options are
valued at the mean of closing bid and asked quotations.
■
Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service
approved by the Board.
If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, if
the Fund cannot obtain price evaluations from a pricing service or from more than one dealer for an investment within a
reasonable period of time as set forth in the Fund’s valuation policies and procedures, or if information furnished by a
pricing service, in the opinion of the Valuation Committee, is deemed not representative of the fair value of such security,
the Fund uses the fair value of the investment determined in accordance with the procedures generally described below.
There can be no assurance that the Fund could obtain the fair value assigned to an investment if it sold the investment at
approximately the time at which the Fund determines its NAV per share.
Shares of other mutual funds are valued based upon their reported NAVs. The prospectuses for these mutual funds
explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.
Fair Valuation and Significant Events Procedures
The Board has ultimate responsibility for determining the fair value of investments for which market quotations are not
readily available. The Board has appointed a Valuation Committee comprised of officers of the Fund, the Adviser and
certain of the Adviser’s affiliated companies to assist in determining fair value and in overseeing the calculation of the
NAV. The Board has also authorized the use of pricing services recommended by the Valuation Committee to provide fair
value evaluations of the current value of certain investments for purposes of calculating the NAV. In the event that market
quotations and price evaluations are not available for an investment, the Valuation Committee determines the fair value of
the investment in accordance with procedures adopted by the Board. The Board periodically reviews and approves the fair
valuations made by the Valuation Committee and any changes made to the procedures. The Fund’s SAI discusses the
methods used by pricing services and the Valuation Committee to assist the Board in valuing investments.
Using fair value to price investments may result in a value that is different from an investment’s most recent closing
price and from the prices used by other mutual funds to calculate their NAVs. The application of the fair value procedures
to an investment represent a good faith determination of such investment’s fair value. There can be no assurance that the
Fund could obtain the fair value assigned to an investment if it sold the investment at approximately the time at which the
Fund determines its NAV per share, and the actual value could be materially different.
The Board also has adopted procedures requiring an investment to be priced at its fair value whenever the Adviser
determines that a significant event affecting the value of the investment has occurred between the time as of which the
price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is
considered significant if there is both an affirmative expectation that the investment’s value will change in response to the
event and a reasonable basis for quantifying the resulting change in value.
Examples of significant events that may occur after the close of the principal market on which a security is traded, or
after the time of a price evaluation provided by a pricing service or a dealer, include:
■
With respect to securities traded principally in foreign markets, significant trends in U.S. equity markets or in the
trading of foreign securities index futures contracts;
■
Political or other developments affecting the economy or markets in which an issuer conducts its operations or its
securities are traded; and
■
Announcements concerning matters such as acquisitions, recapitalizations or litigation developments or a natural
disaster affecting the issuer’s operations or regulatory changes or market developments affecting the issuer’s industry.
The Board has adopted procedures whereby the Valuation Committee uses a pricing service to provide factors to update
the fair value of equity securities traded principally in foreign markets from the time of the close of their respective foreign
stock exchanges to the pricing time of the Fund. For other significant events, the Fund may seek to obtain more current
quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the
Valuation Committee will determine the fair value of the investment using another method approved by the Board. The
Board has ultimate responsibility for any fair valuations made in response to a significant event.
The fair valuation of securities following a significant event can serve to reduce arbitrage opportunities for short-term
traders to profit at the expense of long-term investors in the Fund. For example, such arbitrage opportunities may exist
when the market on which portfolio securities are traded closes before the Fund calculates its NAV, which is typically the
case with Asian and European markets. However, there is no assurance that these significant event procedures will prevent
dilution of the NAV by short-term traders. See
“
Account and Share Information
–
Frequent Trading Policies
”
for other
procedures the Fund employs to deter such short-term trading.
SALES CHARGE INFORMATION
The following table summarizes the minimum investment amount and the maximum sales charge, if any, that you will
pay on an investment in the Fund. Keep in mind that financial intermediaries may charge you fees for their services in
connection with your Share transactions.
|
Minimum
Initial/Subsequent
Investment
Amounts
1
|
|
|
|
Contingent
Deferred
Sales Charge
3
|
|
|
|
|
|
|
|
|
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.
”
As shown in the table above, each class of Shares has a different sales charge structure. In addition, the ongoing annual
operating expenses (
“
expense ratios
”
), as well as the compensation payable to financial intermediaries, also vary among
the classes. Before you decide which class to purchase, you should review the different charges and expenses of each class
carefully, in light of your personal circumstances, and consult with your financial intermediary.
Among the important factors to consider are the amount you plan to invest and the length of time you expect to hold
your investment (for example, whether the investment is in connection with a long-term retirement program). You should
also consider, for example, that it may be possible to reduce, or eliminate, the front-end sales charges imposed on
purchases of A class. Among other ways, A class has a series of
“
breakpoints,
”
which means that the front-end sales
charges decrease (and can be eliminated entirely) as the amount invested increases. (The breakpoint schedule is set out
below, along with detailed information on ways to reduce, or eliminate, front-end sales charges.) On the other hand,
C class does not have front-end sales charges, but does impose a contingent deferred sales charge only if redeemed within
one year after purchase; however, the asset-based 12b-1 fees charged to C class are greater than those charged to A class.
You should also consider that the expense ratio for A class will be lower than that for C class. Thus, the fact that no
front-end charge is imposed on purchases of C class does not always make them preferable to A class.
SALES CHARGE WHEN YOU PURCHASE
The following table lists the sales charges which will be applied to your Share purchase, subject to the breakpoint
discounts indicated in the table and described below.
|
|
|
|
Sales Charge
as a Percentage
of Public
Offering Price
|
Sales Charge
as a Percentage
of NAV
|
|
|
|
$50,000 but less than $100,000
|
|
|
$100,000 but less than $250,000
|
|
|
$250,000 but less than $500,000
|
|
|
$500,000 but less than $1 million
|
|
|
|
|
|
1
A contingent deferred sales charge (CDSC) of 0.75% of the redemption amount applies to Shares originally purchased in an amount of $1 million or
more and redeemed up to 24 months after purchase under certain investment programs where a financial intermediary received an advance payment on
the transaction. CDSC exceptions may apply. See
“
Sales Charge When You Redeem.
”
REDUCING THE SALES CHARGE WITH BREAKPOINT DISCOUNTS
Your investment may qualify for a reduction or elimination of the sales charge, also known as a breakpoint discount.
The breakpoint discounts offered by the Fund are indicated in the table above.
You or your financial intermediary must notify the Fund’s Transfer Agent of eligibility for any applicable breakpoint
discount at the time of purchase.
In order to receive the applicable breakpoint discount, it may be necessary at the time of purchase for you to inform
your financial intermediary or the Transfer Agent of the existence of other accounts in which there are holdings eligible to
be aggregated to meet a sales charge breakpoint (
“
Qualifying Accounts
”
). Qualifying Accounts mean those share accounts
in the Federated Hermes funds held directly or through a financial intermediary or through a single-participant retirement
account by you, your spouse, your parents (if you are under age 21) and/or your children under age 21, which can be
linked using tax identification numbers (TINs), social security numbers (SSNs) or broker identification numbers (BINs).
Accounts held through 401(k) plans and similar multi-participant retirement plans, or through
“
Section 529
”
college
savings plans or those accounts which cannot be linked using TINs, SSNs or BINs, are not Qualifying Accounts.
In order to verify your eligibility for a breakpoint discount, you will be required to provide to your financial
intermediary or the Transfer Agent certain information on your New Account Form and may be required to provide
account statements regarding Qualifying Accounts. If you purchase through a financial intermediary, you may be asked to
provide additional information and records as required by the financial intermediary. Failure to provide proper notification
or verification of eligibility for a breakpoint discount may result in your not receiving a breakpoint discount to which you
are otherwise entitled. Breakpoint discounts apply only to your current purchase and do not apply retroactively to previous
purchases. The sales charges applicable to the Shares offered in this Prospectus, and the breakpoint discounts offered with
respect to such Shares, are described in full in this Prospectus. Because the Prospectus is available on
FederatedInvestors.com
free of charge, Federated Hermes does not disclose this information separately on the website.
Contingent upon notification to the Transfer Agent, the sales charge at purchase of the A class only, may be
reduced or eliminated by:
Larger Purchases
■
Purchasing the A class in greater quantities to reduce the applicable sales charge;
Concurrent and Accumulated Purchases
■
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
Letter of Intent
■
Signing a letter of intent to purchase a qualifying amount of the A class within 13 months. (Call your financial
intermediary or the Fund for more information.) The Fund’s custodian will hold Shares in escrow equal to the
maximum applicable sales charge. If you complete the Letter of Intent, the Custodian will release the Shares in escrow
to your account. If you do not fulfill the Letter of Intent, the Custodian will redeem the appropriate amount from the
Shares held in escrow to pay the sales charges that were not applied to your purchases.
PURCHASE restrictions ON C CLASS
In order to maximize shareholder returns and minimize sales charges and marketing fees, an investor’s purchases of the
C class are generally limited to $1,000,000 (except for employer-sponsored retirement plans held in omnibus accounts). In
applying the limit, the dollar amount of the current purchase is added to the product obtained by multiplying the respective
maximum public offering price times the number of the A class, B class, C class, F class and R class of any Federated
Hermes fund currently held in linked Qualifying Accounts, as defined in the section entitled
“
Reducing the Sales Charge
with Breakpoint Discounts.
”
If the sum of these two amounts would equal or exceed the limit, then the current purchase
order will not be processed. Instead, the Distributor will attempt to contact the investor or the investor’s financial
intermediary to offer the opportunity to convert the order to the A class.
If your Shares are held on the books of the Fund in the name of a financial intermediary, you may be subject to rules of
your financial intermediary that differ from those of the Fund.
ELIMINATING The SALES CHARGE
Your investment may qualify for a sales charge waiver. Sales charge waivers offered by the Fund are listed below. In
order to receive a sales charge waiver, you must inform your financial intermediary or the Transfer Agent at the time of
each purchase that your investment is eligible for a waiver. It is possible that your financial intermediary may not, in
accordance with its policies, procedures and system limitations, be able to ensure your receipt of one or more of these
waiver categories. In this situation, you would need to invest directly through the Fund’s Transfer Agent. If you do not let
your financial intermediary or the Transfer Agent know that your investment is eligible for a sales charge waiver at the
time of purchase, you may not receive the waiver to which you may otherwise be entitled.
Contingent upon notification to the Transfer Agent, the sales charge will be eliminated when you
purchase or acquire Shares:
■
within 120 days of redeeming Shares of an equal or greater amount (see
“
120 Day Reinstatement Program
”
below);
■
through an eligible program offered by a Financial Intermediary that provides for the purchase of Shares without
imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement or other fee-based
program offered by the Financial Intermediary);
■
with reinvested dividends or capital gains;
■
issued in connection with the merger, consolidation or acquisition of the assets of another fund. Further, the sales
charge will be eliminated on purchases of Shares made by a shareholder that originally became a shareholder of a
Federated 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 Hermes 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 sales charge will not be eliminated if you purchase Shares of the Fund through an exchange of shares of any no-load
A class unless your no-load A class shares were acquired through an exchange of shares on which the sales charge
had previously been paid.
120 Day reinstatement program
Within 120 days of redeeming Class A and Class C Shares of the Fund, upon proper notification to the Fund’s Transfer
Agent, you may reinvest all or a portion of the redemption proceeds in Class A Shares of the Fund at net asset value,
without the imposition of a sales charge or CDSC. Please note:
■
The ownership of the account receiving the purchase is not required to be identical to that of the account in which the
redemption was placed; however, the registration of the account receiving the purchase must include at least one
registered shareholder of the account from which the redemption occurred.
■
You will not be reimbursed for any fees originally incurred on the redemption (e.g., CDSC or redemption fees) by
subsequently participating in the 120 DayReinstatement Program.
■
The 120 Day Reinstatement Program does not supersede or override any restrictions placed on an account due to
frequent trading and/or client contractual issues.
Additional operational restrictions may apply, please contact a Client Service Representative at 1-800-341-7400 for
more information.
sales charge when you redeem
Your redemption proceeds may be reduced by a sales charge, commonly referred to as a contingent deferred sales
charge (CDSC). Shares otherwise subject to a CDSC will not be charged a CDSC at the time of an exchange; however, the
CDSC will continue to be measured from the date of your original purchase. The CDSC schedule applicable to your
original purchase will continue to apply to the shares you receive in an exchange.
To keep the sales charge as low as possible, the Fund redeems your Shares in this order:
■
Shares that are not subject to a CDSC; and
■
Shares held the longest. (To determine the number of years your Shares have been held, include the time you held
shares of other Federated Hermes funds that have been exchanged for Shares of this Fund.)
The CDSC is then calculated using the Share price at the time of purchase or redemption, whichever is lower.
|
|
|
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.
|
|
|
|
You will pay a 1.00% CDSC if you redeem Shares within 12 months of the purchase date.
|
Your redemption may qualify for a waiver of the CDSC. The CDSC waivers offered by the Fund are listed below. In
order to receive a waiver of the CDSC, you must inform your financial intermediary or the Transfer Agent at the time of
each redemption that your investment is eligible for a waiver. It is possible that your financial intermediary may not, in
accordance with its policies, procedures and system limitations, be able to ensure your receipt of one or more of these
waiver categories. In this situation, you would need to invest directly through the Fund’s Transfer Agent in order to take
advantage of the waiver. If you do not let your financial intermediary or the Transfer Agent know that your redemption is
eligible for a CDSC waiver at the time of redemption, you may not receive the waiver to which you may otherwise
be entitled.
Contingent upon notification to the Transfer Agent, you will not be charged a CDSC when redeeming Shares:
■
following the death of the last surviving shareholder on the account or the post-purchase disability of all registered
shareholders, as defined in Section 72(m)(7) of the Internal Revenue Code of 1986 (the beneficiary on an account with
a Transfer on Death registration is deemed the last surviving shareholder on the account);
■
due to the termination of a trust following the death of the trustor/grantor or beneficiary, provided that the trust
document specifically states that the trust is terminated upon the death;
■
representing minimum required distributions from an IRA or other retirement plan as required under the Internal
Revenue Code;
■
purchased by Trustees, employees of the Fund, the Adviser, the Distributor and their affiliates, by employees of a
financial intermediary that sells Shares according to a sales agreement with the Distributor, by the immediate family
members of the above persons and by trusts, pension or profit-sharing plans for the above persons;
■
purchased through an eligible program offered by a Financial Intermediary that provides for the purchase of Shares
without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement or other
fee-based program offered by the Financial Intermediary);
■
purchased with reinvested dividends or capital gains;
■
redeemed by the Fund when it closes an account for not meeting the minimum balance requirements;
■
purchased pursuant to the exchange privilege if the Shares were held for the applicable CDSC holding period (the
holding period on the Shares purchased in the exchange will include the holding period of the Shares sold in
the exchange); or
A Class Only
■
purchased in the amount of $1 million or more and redeemed within 24 months of purchase if the Shares were
originally purchased through an eligible program offered by a Financial Intermediary that provides for the purchase of
Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement or
other fee-based program offered by the Financial Intermediary).
ADDITIONAL INFORMATION ON THE AVAILABILITY OF CERTAIN WAIVERS AND DISCOUNTS
The availability of certain sales charge waivers and discounts will depend on whether you purchase your shares directly
from the Fund or through a financial intermediary.
Certain financial intermediaries may have different policies and
procedures regarding the availability of front-end sales load waivers or CDSC waivers which are discussed in
Appendix B to this Prospectus.
The information contained in Appendix B is based on information provided by these
financial intermediaries. Please contact your financial intermediary to ensure that you have the most current
information regarding the sales charge waivers and discounts available to you and that you understand the steps
you must take to qualify for available waivers and discounts.
In all instances, it is the shareholder’s responsibility to
notify the Fund or the shareholder’s Financial Intermediary at the time of purchase of any relationship or other facts
qualifying the investor for sales charge waivers or discounts.
For waivers and discounts not available through a
particular financial intermediary, shareholders will have to purchase Fund shares directly from the Fund or
through another financial intermediary to receive these waivers or discounts.
COMMISSIONS ON CERTAIN SHARES
The Fund does not charge any front-end load, deferred sales charge or other asset-based fee for sales or distribution of
R6 Shares. However, if you purchase R6 Shares through a broker acting solely as an agent on behalf of its customers, you
may be required to pay a commission to the broker in an amount determined and separately disclosed to you by the broker.
Because the Fund is not a party to any such commission arrangement between you and your broker, any purchases and
redemptions of R6 Shares will be made at the applicable net asset value (before imposition of the sales commission). Any
such commissions charged by a broker are not reflected in the fees and expenses listed in the
“
Risk/Return Summary: Fees
and Expenses
”
section of the Fund’s Prospectus and described above nor are they reflected in the
“
Performance: Bar Chart
and Table,
”
because they are not charged by the Fund.
Shares of the Fund are available in other share classes that have different fees and expenses.
How is the Fund Sold?
The Fund has established the following Share classes: Class A Shares (A), Class C Shares (C), Institutional Shares (IS)
and Class R6 Shares (R6), each representing interests in a single portfolio of securities. This Prospectus relates to A, C and
R6 classes. All Share classes have different sales charges and/or other expenses which affect their performance. Please
note that certain purchase restrictions may apply. Contact your financial intermediary or call 1-800-341-7400 for more
information concerning the other classes.
Under the Distributor’s Contract with the Fund, the Distributor, Federated Securities Corp., offers Shares on a
continuous, best-efforts basis. The Distributor is a subsidiary of Federated Hermes Inc., (
“
Federated Hermes,
”
formerly
Federated Investors, Inc.).
A & C Classes
The Fund’s Distributor markets the A class and C class to institutions or to individuals, directly or through
financial intermediaries.
R6 Class
The Fund’s Distributor markets the R6 class to Eligible Investors, as described below. The R6 Shares are sold at net
asset value and are not subject to any minimum initial or subsequent investment amounts. In connection with a request to
purchase the R6 class, you should provide documentation sufficient to verify your status as an Eligible Investor.
R6 Shares do not carry sales commissions or pay Rule 12b-1 fees, or make similar payments to financial intermediaries.
As a general matter, the R6 class is not available for direct investment by natural persons. Individual shareholders who
purchase R6 Shares through retirement platforms or other intermediaries will not be eligible to hold R6 Shares outside of
their respective plan or intermediary platform.
Following are categories of Eligible Investors:
■
An investor participating in a no-load platform, network or other fee-based program offered by a financial
intermediary, for example, a wrap-account or retirement platform where Federated 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.
Intra-Fund Share Conversion Program
A shareholder in the Fund’s Shares may convert their Shares at net asset value to any other share class of the Fund if the
shareholder meets the investment minimum and eligibility requirements for the share class into which the conversion is
sought, as applicable. The share conversion program is not applicable to the Fund’s Class A Shares and Class C Shares
subject to a contingent deferred sales charge, if applicable. For Class C Shares purchased through a financial intermediary
after June 30, 2017, such shares may only be converted to another share class of the same Fund if: (i) the shares are no
longer subject to a CDSC or the financial intermediary agrees to reimburse the Fund’s distributor the CDSC otherwise
payable upon the sale of such shares; (ii) the shareholder meets the investment minimum and eligibility requirements for
the share class into which the conversion is sought, as applicable; and (iii) (a) the conversion is made to facilitate the
shareholder’s participation in a self-directed brokerage (non-advice) account or a fee-based advisory program offered by
the intermediary; or (b) the conversion is part of a multiple-client transaction through a particular financial intermediary as
pre-approved by the Fund’s Administrator. Such conversion of classes should not result in a realization event for tax
purposes. Contact your financial intermediary or call 1-800-341-7400 to convert your Shares.
Class C Share Automatic Conversion Feature
After Class C Shares have been held for ten years from the date of purchase, they will automatically convert into
Class A Shares on the next monthly conversion processing date, provided that the Fund or financial intermediary has
records confirming that the Class C Shares have been held for at least ten years and that the Class A Shares are available
for purchase. For Class C Shares acquired in an exchange from another Federated Hermes fund, the date of purchase will
be based on the initial purchase of the Class C Shares of the prior Federated Hermes fund. Certain financial intermediaries,
record keepers and platforms do not track shareholder level share lot aging for certain types of accounts. These Class C
Shares would not satisfy the conditions for the conversion. Contact your financial intermediary or call 1-800-341-7400 for
more information.
Payments to Financial Intermediaries
The Fund and its affiliated service providers may pay fees as described below to financial intermediaries (such as
broker-dealers, banks, investment advisers or third-party administrators) whose customers are shareholders of the Fund.
The Fund’s Class R6 Shares do not make any payments to financial intermediaries, either from Fund assets or from the
investment adviser and its affiliates.
FRONT-END SALES CHARGE REALLOWANCES
The Distributor receives a front-end sales charge on certain Share sales. The Distributor pays a portion of this charge to
financial intermediaries that are eligible to receive it (the
“
Dealer Reallowance
”
) and retains any remaining portion of the
front-end sales charge.
When a financial intermediary’s customer purchases Shares, the financial intermediary may receive a Dealer
Reallowance as follows:
|
|
|
Dealer Reallowance
as a Percentage of
Public Offering Price
|
|
|
$50,000 but less than $100,000
|
|
$100,000 but less than $250,000
|
|
$250,000 but less than $500,000
|
|
$500,000 but less than $1 million
|
|
|
|
ADVANCE COMMISSIONS
When a financial intermediary’s customer purchases Shares, the financial intermediary may receive an advance
commission as follows:
A (for purchases over $1 million):
|
|
|
Advance Commission
as a Percentage of
Public Offering Price
|
First $1 million - $5 million
|
|
Next $5 million - $20 million
|
|
|
|
Advance commissions are calculated on a year-by-year basis based on amounts invested during that year. Accordingly,
with respect to additional purchase amounts, the advance commission breakpoint resets annually to the first breakpoint on
the anniversary of the first purchase.
The A class purchases under this program may be made by Letter of Intent or by combining concurrent purchases. The
above advance commission will be paid only on those purchases that were not previously subject to a front-end sales
charge or dealer advance commission. Certain retirement accounts may not be eligible for this program.
|
|
|
Advance Commission
as a Percentage of
Public Offering Price
|
|
|
RULE 12b-1 FEES
A & C Classes
The Board has adopted a Rule 12b-1 Plan, which allows payment of marketing fees of up to 0.05% for A class and
0.75% for C class of average net assets to the Distributor for the sale, distribution, administration and customer servicing
of the Fund’s A & C classes. When the Distributor receives Rule 12b-1 Fees, it may pay some or all of them to financial
intermediaries whose customers purchase Shares. The Fund’s A class has no present intention of paying, accruing or
incurring any Rule 12b-1 Fees until such time as approved by the Fund’s Board of Trustees. In addition, in connection
with the sale of the C class, Federated Hermes and its subsidiaries make advance commission payments to financial
intermediaries and in return may receive Rule 12b-1 Fees and contingent deferred sales loads for the C class. Federated
Hermes and its subsidiaries may benefit or sustain losses from such arrangements. Because these Shares pay marketing
fees on an ongoing basis, your investment cost may be higher over time than other shares with different sales charges and
marketing fees.
service fees
A & C Classes
The Fund may pay Service Fees of up to 0.25% of average net assets to financial intermediaries or to Federated
Shareholder Services Company (FSSC), a subsidiary of Federated Hermes, for providing services to shareholders and
maintaining shareholder accounts. Intermediaries that receive Service Fees may include a company affiliated with
management of Federated Hermes. If a financial intermediary receives Service Fees on an account, it is not eligible to also
receive Account Administration Fees on that same account.
ACCOUNT ADMINISTRATION FEES
A & C Classes
The Fund may pay Account Administration Fees of up to 0.25% of average net assets to banks that are not registered as
broker-dealers or investment advisers for providing administrative services to the Fund and its shareholders. If a financial
intermediary receives Account Administration Fees on an account, it is not eligible to also receive Service Fees or
Recordkeeping Fees on that same account.
RECORDKEEPING FEES
A & C Classes
The Fund may pay Recordkeeping Fees on an average-net-assets basis or on a per-account-per-year basis to financial
intermediaries for providing recordkeeping services to the Fund and its shareholders. If a financial intermediary receives
Recordkeeping Fees on an account, it is not eligible to also receive Account Administration Fees or Networking Fees on
that same account.
networking fees
A & C Classes
The Fund may reimburse Networking Fees on a per-account-per-year basis to financial intermediaries for providing
administrative services to the Fund and its shareholders on certain non-omnibus accounts. If a financial intermediary
receives Networking Fees on an account, it is not eligible to also receive Recordkeeping Fees on that same account.
ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES
A & C Classes
The Distributor may pay out of its own resources amounts to certain financial intermediaries, including broker-dealers,
banks, registered investment advisers, independent financial planners and retirement plan administrators, that support the
sale of Shares or provide services to Fund shareholders. The amounts of these payments could be significant, and may
create an incentive for the financial intermediary or its employees or associated persons to recommend or sell Shares of the
Fund to you. Not all financial intermediaries receive such payments, and the amount of compensation may vary by
intermediary. In some cases, such payments may be made by or funded from the resources of companies affiliated with the
Distributor (including the Adviser). These payments are not reflected in the fees and expenses listed in the fee table
section of the Fund’s Prospectus and described above because they are not paid by the Fund.
These payments are negotiated and may be based on such factors as: the number or value of Shares that the financial
intermediary sells or may sell; the value of client assets invested; the level and types of services or support furnished by
the financial intermediary; or the Fund’s and/or other Federated Hermes funds’ relationship with the financial
intermediary. These payments may be in addition to payments, as described above, made by the Fund to the financial
intermediary. In connection with these payments, the financial intermediary may elevate the prominence or profile of the
Fund and/or other Federated Hermes funds, within the financial intermediary’s organization by, for example, placement on
a list of preferred or recommended funds and/or granting the Distributor preferential or enhanced opportunities to promote
the funds in various ways within the financial intermediary’s organization. In addition, as discussed above in
“
Commissions on Certain Shares,
”
if you purchase R6 Shares through a broker acting solely as an agent on behalf of its
customers, you may be required to pay a commission to the broker in an amount determined and separately disclosed to
you by the broker. You can ask your financial intermediary for information about any payments it receives from the
Distributor or the Fund and any services provided, as well as about fees and/or commissions it charges.
How to Purchase Shares
You may purchase Shares of the Fund any day the NYSE is open. Shares will be purchased at the NAV next calculated
after your investment is received by the Fund, or its agent, in proper form. The Fund reserves the right to reject any request
to purchase or exchange Shares. New investors must submit a completed New Account Form. All accounts, with the
exception of R6 class accounts, including those for which there is no minimum initial investment amount required, are
subject to the Fund’s policy on
“
Accounts with Low Balances
”
as discussed later in this Prospectus.
Where the Fund offers more than one Share class and you do not specify the class choice on your New Account Form or
form of payment (e.g
.,
Federal Reserve wire or check), you automatically will receive the A class.
For important account information, see the section
“
Security and Privacy Protection.
”
A & C Classes
You may purchase Shares through a financial intermediary, directly from the Fund or through an exchange from another
Federated Hermes fund.
R6 Class
Eligible Investors may purchase Shares through a financial intermediary, directly from the Fund or through an exchange
from another Federated Hermes fund in the manner described above under
“
How is the Fund Sold?
”
There is no minimum initial or subsequent investment amount required.
THROUGH A FINANCIAL INTERMEDIARY
■
Establish an account with the financial intermediary; and
■
Submit your purchase order to the financial intermediary before the end of regular trading on the NYSE (normally
4:00 p.m.Eastern time).
The Fund has authorized certain intermediaries to accept Share purchase orders on its behalf. When authorized
intermediaries receive an order in proper form, the order is considered as being placed with the Fund, and Shares will be
bought at the NAV next calculated after such an order is received by the authorized intermediary. If your financial
intermediary is not an authorized intermediary, the Fund or its agent must receive the purchase order in proper form from
your financial intermediary by the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time) in order for your
transaction to be priced at that day’s NAV. In addition, your financial intermediary must forward your payment by the
prescribed trade settlement date (typically within one to three business days) to the Fund’s transfer agent, State Street
Bank and Trust Company (
“
Transfer Agent
”
). You will become the owner of Shares and receive dividends when your
payment is received in accordance with these time frames (provided that, if payment is received in the form of a check, the
check clears). If your payment is not received in accordance with these time frames, or a check does not clear, your
purchase will be canceled and you could be liable for any losses, fees or expenses incurred by the Fund or the Fund’s
Transfer Agent.
Financial intermediaries should send payments according to the instructions in the sections
“
By Wire
”
or
“
By Check.
”
Financial intermediaries may impose higher or lower minimum investment requirements on their customers than those
imposed by the Fund. Keep in mind that financial intermediaries may charge you fees for their services in connection with
your Share transactions.
Shareholders are encouraged to ask their financial intermediary if they are an authorized agent for the Fund and about
any fees that may be charged by the financial intermediary.
DIRECTLY FROM THE FUND
■
Establish your account with the Fund by submitting a completed New Account Form; and
■
Send your payment to the Fund by Federal Reserve wire or check.
You will become the owner of Shares and your Shares will be priced at the next calculated NAV after the Fund receives
your wire or your check. If your check does not clear, your purchase will be canceled and you could be liable for any
losses or fees incurred by the Fund or the Fund’s Transfer Agent.
By Wire
To facilitate processing your order, please call the Fund before sending the wire. Send your wire to:
State Street Bank and Trust Company
Boston, MA
Dollar Amount of Wire
ABA Number 011000028
BNF: 23026552
Attention: Federated Hermes EDGEWIRE
Wire Order Number, Dealer Number or Group Number
Nominee/Institution Name
Fund Name and Number and Account Number
You cannot purchase Shares by wire on holidays when wire transfers are restricted.
By Check
Make your check payable to
The Federated Hermes Funds
, note your account number on the check, and send it to:
The Federated Hermes Funds
P.O. Box 219318
Kansas City, MO 64121-9318
If you send your check by a
private courier or overnight delivery service
that requires a street address, send it to:
The Federated Hermes Funds
430 W 7
th
Street
Suite 219318
Kansas City, MO 64105-1407
Payment should be made in U.S. dollars and drawn on a U.S. bank. The Fund reserves the right to reject
any
purchase
request. For example, to protect against check fraud the Fund may reject any purchase request involving a check that is not
made payable to
The Federated Hermes Funds
(including, but not limited to, requests to purchase Shares using
third-party checks) or involving temporary checks or credit card checks.
By Direct Deposit
You may establish Payroll Deduction/Direct Deposit arrangements for investments into the Fund by either calling a
Client Service Representative at 1-800-341-7400; or by completing the Payroll Deduction/Direct Deposit Form, which is
available on
FederatedInvestors.com
under
“
Resources
”
and then
“
Literature and Forms,
”
then
“
Forms.
”
You will receive
a confirmation when this service is available.
THROUGH AN EXCHANGE
You may purchase Fund Shares through an exchange from another Federated Hermes fund. To do this you must:
■
meet any applicable shareholder eligibility requirements;
■
ensure that the account registrations are identical;
■
meet any applicable minimum initial investment requirements; and
■
receive a prospectus for the fund into which you wish to exchange.
An exchange is treated as a redemption and a subsequent purchase, and is a taxable transaction. The Fund reserves the
right to reject any request to purchase or exchange Shares. The Fund may modify or terminate the exchange privilege at
any time.
A & C Classes
You may purchase Shares through an exchange from the same share class of another Federated Hermes fund.
R6 Class
You may purchase Shares through an exchange from 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 Obligations
Fund, Federated Hermes Institutional Prime Value Obligations Fund, no-load Class A Shares and Class R Shares of
any Fund.
By Online Account Services
You may access your accounts online to purchase shares through
FederatedInvestors.com
’s Shareholder Account
Access system once you have registered for access. Online transactions may be subject to certain limitations including
limitations as to the amount of the transaction. For more information about the services available through Shareholder
Account Access, please visit
FederatedInvestors.com
and select
“
Sign In
”
and
“
Access and Manage Investments,
”
or call
(800) 245-4770 to speak with a Client Service Representative.
BY SYSTEMATIC INVESTMENT PROGRAM (SIP)
Once you have opened an account, you may automatically purchase additional Shares on a regular basis by completing
the SIP section of the New Account Form or by contacting the Fund or your financial intermediary. The minimum
investment amount for SIPs is $50.
BY AUTOMATED CLEARING HOUSE (ACH)
Once you have opened an account, you may purchase additional Shares through a depository institution that is an ACH
member. This purchase option can be established by completing the appropriate sections of the New Account Form.
RETIREMENT INVESTMENTS
A & C Classes
You may purchase Shares as retirement investments (such as qualified plans and IRAs or transfer or rollover of
assets). Call your financial intermediary or the Fund for information on retirement investments. We suggest that
you discuss retirement investments with your tax adviser. You may be subject to an account fee charged by your
financial intermediary.
R6 Class
You may purchase Shares as retirement investments (such as qualified plans or transfer of assets). Call your financial
intermediary or the Fund for information on retirement investments. We suggest that you discuss retirement investments
with your tax adviser. You may be subject to an account fee charged by your financial intermediary.
How to Redeem and Exchange Shares
You should redeem or exchange Shares:
■
through a financial intermediary if you purchased Shares through a financial intermediary; or
■
directly from the Fund if you purchased Shares directly from the Fund.
Shares of the Fund may be redeemed for cash, or exchanged for shares of other Federated Hermes funds as described
herein, on days on which the Fund computes its NAV. Redemption requests may be made by telephone or in writing.
Redemption proceeds normally are wired or mailed within one business day for each method of payment after receiving
a timely request in proper form. Depending upon the method of payment, when shareholders receive redemption proceeds
can differ. Payment may be delayed for up to seven days under certain circumstances (see
“
Limitations on
Redemption Proceeds
”
).
For important account information, see the section
“
Security and Privacy Protection.
”
THROUGH A FINANCIAL INTERMEDIARY
Submit your redemption or exchange request to your financial intermediary by the end of regular trading on the NYSE
(normally 4:00 p.m. Eastern time). The redemption amount you will receive is based upon the next calculated NAV after
the Fund receives the order from your financial intermediary.
DIRECTLY FROM THE FUND
By Telephone
You may redeem or exchange Shares by simply calling the Fund at 1-800-341-7400.
If you call before the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time), you will receive a
redemption amount based on that day’s NAV.
By Mail
You may redeem or exchange Shares by sending a written request to the Fund.
You will receive a redemption amount based on the next calculated NAV after the Fund receives your written request in
proper form.
Send requests by mail to:
The Federated Hermes Funds
P.O. Box 219318
Kansas City, MO 64121-9318
Send requests by
private courier or overnight delivery service
to:
The Federated Hermes Funds
430 W 7
th
Street
Suite 219318
Kansas City, MO 64105-1407
All requests must include:
■
Fund name and Share class, account number and account registration;
■
amount to be redeemed or exchanged;
■
signatures of all shareholders exactly as registered; and
■
if exchanging
, the Fund name and Share class, account number and account registration into which you
are exchanging.
Call your financial intermediary or the Fund if you need special instructions.
Signature Guarantees
Signatures must be guaranteed by a financial institution which is a participant in a Medallion signature guarantee
program if:
■
your redemption will be sent to an address other than the address of record;
■
your redemption will be sent to an address of record that was changed within the last 30 days;
■
a redemption is payable to someone other than the shareholder(s) of record; or
■
transferring into another fund with a different shareholder registration.
A Medallion signature guarantee is designed to protect your account from fraud. Obtain a Medallion signature guarantee
from a bank or trust company, savings association, credit union or broker, dealer or securities exchange member.
A notary
public cannot provide a signature guarantee.
By Online Account Services
You may access your accounts online to redeem or exchange shares through
FederatedInvestors.com
’s Shareholder
Account Access system once you have registered for access. Online transactions may be subject to certain limitations
including limitations as to the amount of the transaction. For more information about the services available through
Shareholder Account Access, please visit
FederatedInvestors.com
and select
“
Sign In
”
and
“
Access and Manage
Investments,
”
or call (800) 245-4770 to speak with a Client Service Representative.
PAYMENT METHODS FOR REDEMPTIONS
Your redemption proceeds will be mailed by check to your address of record. The following payment options are
available if you complete the appropriate section of the New Account Form or an Account Service Options Form. These
payment options require a signature guarantee if they were not established when the account was opened:
■
An electronic transfer to your account at a financial institution that is an ACH member; or
■
Wire payment to your account at a domestic commercial bank that is a Federal Reserve System member.
Methods the Fund May Use to Meet Redemption Requests
The Fund intends to pay Share redemptions in cash. To ensure that the Fund has cash to meet Share redemptions on any
day, the Fund typically expects to hold a cash or cash equivalent reserve or sell portfolio securities.
In unusual or stressed circumstances, the Fund may generate cash in the following ways:
■
Inter-fund Borrowing and Lending.
The SEC has granted an exemption that permits the Fund and all other funds
advised by subsidiaries of Federated 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.
LIMITATIONS ON REDEMPTION PROCEEDS
Redemption proceeds normally are wired or mailed within one business day after receiving a request in proper form.
Payment may be delayed for up to seven days:
■
to allow your purchase to clear (as discussed below);
■
during periods of market volatility;
■
when a shareholder’s trade activity or amount adversely impacts the Fund’s ability to manage its assets; or
■
during any period when the Federal Reserve wire or applicable Federal Reserve banks are closed, other than customary
weekend and holiday closings.
If you request a redemption of Shares recently purchased by check (including a cashier’s check or certified check),
money order, bank draft or ACH, your redemption proceeds may not be made available for up to seven calendar days to
allow the Fund to collect payment on the instrument used to purchase such Shares. If the purchase instrument does not
clear, your purchase order will be canceled and you will be responsible for any losses incurred by the Fund as a result of
your canceled order.
In addition, the right of redemption may be suspended, or the payment of proceeds may be delayed (including beyond
seven days), during any period:
■
when the NYSE is closed, other than customary weekend and holiday closings;
■
when trading on the NYSE is restricted, as determined by the SEC;
■
in which an emergency exists, as determined by the SEC, so that disposal of the Fund’s investments or determination of
its NAV is not reasonably practicable; or
■
as the SEC may by order permit for the protection of Fund shareholders.
You will not accrue interest or dividends on uncashed redemption checks from the Fund when checks are undeliverable
and returned to the Fund.
redemptions from retirement accounts
A, C & R6 Classes
In the absence of your specific instructions, 10% of the value of your redemption from a retirement account in the Fund
may be withheld for taxes. This withholding only applies to certain types of retirement accounts.
EXCHANGE PRIVILEGE
You may exchange Shares of the Fund. To do this, you must:
■
meet any applicable shareholder eligibility requirements;
■
ensure that the account registrations are identical;
■
meet any applicable minimum initial investment requirements; and
■
receive a prospectus for the fund into which you wish to exchange.
An exchange is treated as a redemption and a subsequent purchase, and is a taxable transaction. The Fund reserves the
right to reject any request to purchase or exchange Shares. The Fund may modify or terminate the exchange privilege at
any time.
In addition, the Fund may terminate your exchange privilege if your exchange activity is found to be excessive under
the Fund’s frequent trading policies. See
“
Account and Share Information
–
Frequent Trading Policies.
”
Financial intermediaries may have different policies and procedures regarding the availability of intra-fund exchanges
(
“
automatic exchanges
”
). These exchanges which are directed by the financial intermediary and not the Fund are discussed
in Appendix B to this Prospectus.
A & C Classes
You may exchange Shares into shares of the same class of another Federated Hermes fund.
R6 Class
You may exchange Shares of the Fund for shares of 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 Obligations
Fund, Federated Hermes Institutional Prime Value Obligations Fund, no-load Class A Shares and Class R Shares of
any Fund.
Systematic Withdrawal/Exchange Program
You may automatically redeem or exchange Shares. The minimum amount for all new or revised systematic
redemptions or exchanges of Shares is $50 per transaction per fund. Complete the appropriate section of the New Account
Form or an Account Service Options Form or contact your financial intermediary or the Fund. Your account value must
meet the minimum initial investment amount at the time the program is established. This program may reduce, and
eventually deplete, your account. Payments should not be considered yield or income.
Generally, it is not advisable to continue to purchase Shares subject to a sales charge while redeeming Shares using
this program.
ADDITIONAL CONDITIONS
Telephone Transactions
The Fund will record your telephone instructions. If the Fund does not follow reasonable procedures, it may be liable
for losses due to unauthorized or fraudulent telephone instructions.
Share Certificates
The Fund does not issue share certificates.
Security and Privacy Protection
ONLINE ACCOUNT and TELEPHONE ACCESS SECURITY
Federated Hermes will not be responsible for losses that result from unauthorized transactions, unless Federated Hermes
does not follow procedures designed to verify your identity. When initiating a transaction by telephone or online,
shareholders should be aware that any person with access to your account and other personal information including PINs
(Personal Identification Numbers) may be able to submit instructions by telephone or online. Shareholders are responsible
for protecting their identity by using strong usernames and complex passwords which utilize combinations of mixed case
letters, numbers and symbols, and change passwords and PINs frequently.
Using
FederatedInvestors.com
’s Account Access website means you are consenting to sending and receiving personal
financial information over the Internet, so you should be sure you are comfortable with the risks. You will be required to
accept the terms of an online agreement and to establish and utilize a password in order to access online account services.
The Transfer Agent has adopted security procedures to confirm that internet instructions are genuine. The Transfer Agent
will also send you written confirmation of share transactions. The Transfer Agent, the Fund and any of its affiliates will
not be liable for losses or expenses that occur from fraudulent Internet instructions reasonably believed to be genuine.
The Transfer Agent or the Fund will employ reasonable procedures to confirm that telephone transaction requests are
genuine, which may include recording calls, asking the caller to provide certain personal identification information,
sending you written confirmation, or requiring other confirmation security procedures. The Transfer Agent, the Fund and
any of its affiliates will not be liable for relying on instructions submitted by telephone that the Fund reasonably believes
to be genuine.
ANTI-MONEY LAUNDERING COMPLIANCE
To help the government fight the funding of terrorism and money laundering activities, federal law requires financial
institutions to obtain, verify, and record information that identifies each new customer who opens a Fund account and to
determine whether such person’s name appears on governmental lists of known or suspected terrorists or terrorist
organizations. Pursuant to the requirements under the USA PATRIOT Act, the information obtained will be used for
compliance with the USA PATRIOT Act or other applicable laws, regulations and rules in connection with money
laundering, terrorism or other illicit activities.
Information required includes your name, residential or business address, date of birth (for an individual), and other
information that identifies you, including your social security number, tax identification number or other identifying
number. The Fund cannot waive these requirements. The Fund is required by law to reject your Account Application if the
required information is not provided. If, after reasonable effort, the Fund is unable to verify your identity or that of any
other person(s) authorized to act on your behalf, or believes it has identified potentially suspicious, fraudulent or criminal
activity, the Fund reserves the right to close your account and redeem your shares at the next calculated NAV without your
permission. Any applicable contingent deferred sales charge (CDSC) will be assessed upon redemption of your shares.
The Fund has a strict policy designed to protect the privacy of your personal information. A copy of Federated Hermes’
privacy policy notice was given to you at the time you opened your account. The Fund sends a copy of the privacy notice
to you annually. You may also obtain the privacy notice by calling the Fund, or through
FederatedInvestors.com
.
Account and Share Information
CONFIRMATIONS AND ACCOUNT STATEMENTS
You will receive confirmation of purchases, redemptions and exchanges (except for systematic transactions). In
addition, you will receive periodic statements reporting all account activity, including systematic transactions, dividends
and capital gains paid.
DIVIDENDS AND CAPITAL GAINS
The Fund declares and pays any dividends annually to shareholders. Dividends are paid to all shareholders invested in
the Fund on the record date. The record date is the date on which a shareholder must officially own Shares in order to earn
a dividend.
In addition, the Fund pays any capital gains at least annually and may make such special distributions of dividends and
capital gains as may be necessary to meet applicable regulatory requirements. Your dividends and capital gains
distributions will be automatically reinvested in additional Shares without a sales charge, unless you elect cash payments.
Dividends may also be reinvested without sales charges in shares of any class of any other Federated Hermes fund of
which you are already a shareholder.
If you purchase Shares just before the record date for a dividend or capital gain distribution, you will pay the full price
for the Shares and then receive a portion of the price back in the form of a taxable distribution, whether or not you reinvest
the distribution in Shares. Therefore, you should consider the tax implications of purchasing Shares shortly before the
record date for a dividend or capital gain. Contact your financial intermediary or the Fund for information concerning
when dividends and capital gains will be paid.
Under the federal securities laws, the Fund is required to provide a notice to shareholders regarding the source of
distributions made by the Fund if such distributions are from sources other than ordinary investment income. In addition,
important information regarding the Fund’s distributions, if applicable, is available via the link to the Fund and share class
name at
FederatedInvestors.com/FundInformation
.
Small Distributions and Uncashed Checks
Generally, dividend and/or capital gain distributions payable by check in an amount of less than $25 will be
automatically reinvested in additional shares. This policy does not apply if you have elected to receive cash distributions
that are directly deposited into your bank account via wire or ACH.
Additionally, if one or more dividend or capital gain distribution checks are returned as
“
undeliverable,
”
or remain
uncashed for 180 days, all subsequent dividend and capital gain distributions will be reinvested in additional shares. No
interest will accrue on amounts represented by uncashed distribution checks. For questions on whether reinvestment
applies to your distributions, please contact a Client Service Representative at 1-800-341-7400.
Certain states, including the state of Texas, have laws that allow shareholders to designate a representative to receive
abandoned or unclaimed property (
“
escheatment
”
) notifications by completing and submitting a designation form that
generally can be found on the official state website. If a shareholder resides in an applicable state, and elects to designate a
representative to receive escheatment notifications, escheatment notices generally will be delivered as required by such
state laws, including, as applicable, to both the shareholder and the designated representative. A completed designation
form may be mailed to the Fund (if Shares are held directly with the Fund) or to the shareholder’s financial intermediary
(if Shares are not held directly with the Fund). Shareholders should refer to relevant state law for the shareholder’s specific
rights and responsibilities under his or her state’s escheatment law(s), which can generally be found on a state’s
official website.
ACCOUNTS WITH LOW BALANCES
Federated Hermes reserves the right to close accounts if redemptions or exchanges cause the account balance to
fall below:
■
$1,500 for the A and C classes (or in the case of IRAs, $250).
Before an account is closed, you will be notified and allowed at least 30 days to purchase additional Shares to meet
the minimum.
TAX INFORMATION
The Fund sends an IRS Form 1099 and an annual statement of your account activity to assist you in completing your
federal, state and local tax returns. Fund distributions of dividends and capital gains are taxable to you whether paid in
cash or reinvested in the Fund. Dividends are taxable at different rates depending on the source of dividend income.
Distributions of net short-term capital gains are taxable to you as ordinary income. Distributions of net long-term capital
gains are taxable to you as long-term capital gains regardless of how long you have owned your Shares.
Fund distributions are expected to be both dividends and capital gains. Redemptions and exchanges are taxable sales.
Please consult your tax adviser regarding your federal, state and local tax liability.
FREQUENT TRADING POLICIES
Frequent or short-term trading into and out of the Fund can have adverse consequences for the Fund and shareholders
who use the Fund as a long-term investment vehicle. Such trading in significant amounts can disrupt the Fund’s
investment strategies (e.g., by requiring it to sell investments at inopportune times or maintain excessive short-term or
cash positions to support redemptions), increase brokerage and administrative costs and affect the timing and amount of
taxable gains distributed by the Fund. Investors engaged in such trading may also seek to profit by anticipating changes in
the Fund’s NAV in advance of the time as of which NAV is calculated.
The Fund’s Board has approved policies and procedures intended to discourage excessive frequent or short-term trading
of the Fund’s Shares. The Fund’s fair valuation procedures are intended in part to discourage short-term trading strategies
by reducing the potential for these strategies to succeed. See
“
What Do Shares Cost?
”
The Fund also monitors trading in
Fund Shares in an effort to identify disruptive trading activity. The Fund monitors trades into and out of the Fund within a
period of 30 days or less. The Fund may also monitor trades into and out of the Fund for potentially disruptive trading
activity over periods longer than 30 days. The size of Share transactions subject to monitoring varies. Where it is
determined that a shareholder has exceeded the detection amounts twice within a period of 12 months, the Fund will
temporarily prohibit the shareholder from making further purchases or exchanges of Fund Shares. If the shareholder
continues to exceed the detection amounts for specified periods, the Fund will impose lengthier trading restrictions on the
shareholder, up to and including permanently prohibiting the shareholder from making any further purchases or exchanges
of Fund Shares. Whether or not the specific monitoring limits are exceeded, the Fund’s management or the Adviser may
determine from the amount, frequency or pattern of purchases and redemptions or exchanges that a shareholder is engaged
in excessive trading that is or could be detrimental to the Fund and other shareholders and may prohibit the shareholder
from making further purchases or exchanges of Fund Shares. No matter how the Fund defines its limits on frequent trading
of Fund Shares, other purchases and sales of Fund Shares may have adverse effects on the management of the Fund’s
portfolio and its performance.
The Fund’s frequent trading restrictions do not apply to purchases and sales of Fund Shares by other Federated Hermes
funds. These funds impose the same frequent trading restrictions as the Fund at their shareholder level. In addition,
allocation changes of the investing Federated Hermes fund are monitored, and the managers of the recipient fund must
determine that there is no disruption to their management activity. The intent of this exception is to allow investing fund
managers to accommodate cash flows and other activity that result from non-abusive trading in the investing fund, without
being stopped from such trading because the aggregate of such trades exceeds the monitoring limits. Nonetheless, as with
any trading in Fund Shares, purchases and redemptions of Fund Shares by other Federated Hermes funds could adversely
affect the management of the Fund’s portfolio and its performance.
The Fund will not restrict transactions made on a non-discretionary basis by certain asset allocation programs, wrap
programs, fund of funds, collective funds or other similar accounts that have been pre-approved by Federated Hermes
(
“
Approved Accounts
”
). The Fund will continue to monitor transactions by the Approved Accounts and will seek to limit
or restrict even non-discretionary transactions by Approved Accounts that are determined to be disruptive or harmful to
the Fund.
The Fund’s objective is that its restrictions on short-term trading should apply to all shareholders that are subject to the
restrictions, regardless of the number or type of accounts in which Shares are held. However, the Fund anticipates that
limitations on its ability to identify trading activity to specific shareholders, including where Shares are held through
intermediaries in multiple or omnibus accounts, will mean that these restrictions may not be able to be applied uniformly
in all cases.
Other funds in the Federated Hermes family of funds may impose different monitoring policies or in some cases, may
not monitor for frequent or short-term trading. Under normal market conditions such monitoring policies are designed to
protect the funds being monitored and their shareholders and the operation of such policies and shareholder investments
under such monitoring are not expected to have materially adverse impact on the Federated Hermes funds or their
shareholders. If you plan to exchange your fund shares for shares of another Federated Hermes fund, please read the
prospectus of that other Federated Hermes fund for more information.
PORTFOLIO HOLDINGS INFORMATION
Information concerning the Fund’s portfolio holdings is available via the link to the Fund and share class name at
FederatedInvestors.com/FundInformation
. A complete listing of the Fund’s portfolio holdings as of the end of each
calendar quarter is posted on the website 30 days (or the next business day) after the end of the quarter and remains posted
for six months thereafter. Summary portfolio composition information as of the close of each month is posted on the
website 15 days (or the next business day) after month-end and remains posted until replaced by the information for the
succeeding month. The summary portfolio composition information may include identification of the Fund’s top
10 holdings and a percentage breakdown of the portfolio by sector.
You may also access portfolio information as of the end of the Fund’s fiscal quarters via the link to the Fund and share
class name at
FederatedInvestors.com
. The Fund’s Annual and Semi-Annual Shareholder Reports contain complete
listings of the Fund’s portfolio holdings as of the end of the Fund’s second and fourth fiscal quarters. Fiscal quarter
information is made available on the website within 70 days after the end of the fiscal quarter. This information is also
available in reports filed with the SEC at the SEC’s website at
sec.gov
.
Each fiscal quarter, the Fund will file with the SEC a complete schedule of its monthly portfolio holdings on
“
Form N-PORT.
”
The Fund’s holdings as of the end of the third month of every fiscal quarter, as reported on
Form N-PORT, will be publicly available on the SEC’s website at
sec.gov
within 60 days of the end of the fiscal quarter
upon filing. You may also access this information via the link to the Fund and share class name at
FederatedInvestors.com
.
In addition, from time to time (for example, during periods of unusual market conditions), additional information
regarding the Fund’s portfolio holdings and/or composition may be posted to
FederatedInvestors.com
. If and when such
information is posted, its availability will be noted on, and the information will be accessible from, the home page of
the website.
Who Manages the Fund?
The Board governs the Fund. The Board selects and oversees the Adviser, Federated Global Investment Management
Corp. The Adviser manages the Fund’s assets, including buying and selling portfolio securities. Federated Advisory
Services Company (FASC), an affiliate of the Adviser, provides research, quantitative analysis, equity trading and
transaction settlement and certain support services to the Adviser. The fee for these services is paid by the Adviser and not
by the Fund.
The address of the Adviser is 101 Park Avenue, 41
st
Floor, New York, NY 10178. The address of FASC is 1001 Liberty
Avenue, Pittsburgh, PA 15222-3779.
The Adviser has delegated daily management of some or all of the Fund assets to the Sub-Adviser, Hermes Investment
Management Limited, who is paid by the Adviser and not by the Fund, based on the portion of securities the Sub-Adviser
manages. The Sub-Adviser’s address is Sixth Floor, 150 Cheapside, London EC2V 6ET, England. Federated Hermes
holds a majority 60% interest in the Sub-Adviser and, upon the exercise in the future of certain put/call rights under a Put/Call
Option Deed between Federated Hermes and another shareholder of the Sub-Adviser, Federated Hermes anticipates
holding an 89.5% interest in the Sub-Adviser.
The Fund has received and can rely upon an order from the Securities and Exchange Commission (SEC) that permits
the Adviser, subject to approval by the Board of Trustees, to appoint a subadviser or change the terms of a subadvisory
agreement without obtaining shareholder approval. The Fund is permitted to rely upon the SEC order to change
subadvisers, or the fees paid to a subadviser, without the expense and delays associated with obtaining shareholder
approval of the change. This order does not, however, permit the Adviser to increase the aggregate advisory fee rate of the
Fund without the approval of the shareholders.
The Adviser and other subsidiaries of Federated Hermes advise approximately 135 equity, fixed-income and money
market mutual funds as well as a variety of other pooled investment vehicles, private investment companies and
customized separately managed accounts (including non-U.S./offshore funds) which totaled approximately $575.9 billion
in assets as of December 31, 2019. Federated Hermes was established in 1955 as Federated Investors, Inc. and is one of
the largest investment managers in the United States with nearly 1,900 employees. Federated Hermes provides investment
products to approximately 11,500 investment professionals and institutions.
The Adviser advises approximately 16 equity mutual funds (including sub-advised funds) as well as a variety of
separately managed accounts, institutional separate accounts and private investment companies and other pooled
investment vehicles (including non-U.S./offshore funds), which totaled approximately $16.3 billion in assets as of
December 31, 2019.
The Sub-Adviser manages $49.0 billion (£37.0 billion) across a broad range of specialist, high-conviction investment
strategies spanning listed equities, credit, real-estate, infrastructure, private debt and private equity, serving more than
692 clients through wholesale and institutional markets. All asset information is reported as of December 31, 2019 and
converted using December 31, 2019exchange rates.
PORTFOLIO MANAGEMENT INFORMATION
Mark Sherlock
Mark Sherlock, Portfolio Manager, Head of the Sub-Adviser’s US Small & Mid Cap Team, has been the Fund’s
portfolio manager since inception in June 2020. Mr. Sherlock has primary responsibility for the day-to-day management of
the Fund and develops the investment strategy for the Fund. He has been with the Sub-Adviser since 2009; has worked in
investment management since 1999; and has managed investment portfolios since 2005. Education: Degree in Politics,
Durham University.
Henry Biddle
Henry Biddle, Co Portfolio Manager, US Small and Mid Cap team has been the Fund’s co portfolio manager since
inception in June 2020. Mr. Biddle has responsibility for the day-to-day management of the Fund and helps to develop the
investment strategy for the Fund. He has been with the Sub-Adviser since 2012; has worked in investment management
since 2012; and has managed investment portfolios since 2018. Education: MA in Classics, Oxford University.
Alex Knox
Alex Knox, Co Portfolio Manager, US Small and Mid Cap team has been the Fund’s co portfolio manager since
inception in June 2020. Ms. Knox has responsibility for the day-to-day management of the Fund and helps to develop the
investment strategy for the Fund. She has been with the Sub-Adviser since 2009; has worked in investment management
since 1995; and has managed investment portfolios since 2002. Education: Degree in Mathematics, Durham University.
Michael Russell
Michael Russell, Co Portfolio Manager, US Small and Mid Cap team has been the Fund’s co portfolio manager since
inception in June 2020. Mr. Russell has responsibility for the day-to-day management of the Fund and helps to develop the
investment strategy for the Fund. He has been with the Sub-Adviser since 2014; has worked in investment management
since 1998; and has managed investment portfolios since 2000. Education: MA in Economics, Cambridge University.
The Fund’s SAI provides additional information about the Portfolio Managers’ compensation, management of other
accounts and ownership of securities in the Fund.
ADVISORY FEES
The Fund’s investment advisory contract provides for payment to the Adviser of an annual investment advisory fee of
0.75% of the Fund’s average daily net assets. The Adviser may voluntarily waive a portion of its fee or reimburse the Fund
for certain operating expenses. The Adviser and its affiliates have also agreed to certain
“
Fee Limits
”
as described in the
footnote to the
“
Risk/Return Summary: Fees and Expenses
”
table found in the
“
Fund Summary
”
section of the Prospectus.
The Fund’s shareholder reports will contain information regarding the basis for the Board’s approval of the Fund’s
Advisory and Sub-Advisory Agreements. The Fund’s semi-annual reports for the six-month periods ended each
December 31 and the annual reports for the fiscal years ending each June 30 discuss the Board’s annual evaluation and
approval of those agreements, which typically occurs annually in May.
PRIOR PERFORMANCE OF COMPOSITE OF ACCOUNTS SIMILARLY MANAGED BY SUB-ADVISER
The following performance information relates to the
Hermes US Equity Small & Mid Cap Active Composite
(
“
Composite
”
), which is a performance composite consisting of a UCITS (Undertakings for the Collective Investment in
Transferable Securities) fund and private accounts with substantially similar investment objectives, strategies, policies and
risks to those of the Fund that also are managed by the Fund’s Sub- Adviser.
The following performance information is
not
the Fund’s performance (or any predecessor fund’s performance), should
not
be considered indicative of the past or
future performance of the Fund, and should
not
be considered a substitute for the Fund’s performance.
Information
regarding the Fund’s performance is not yet available.
The following performance information relating to the Composite is being provided because Hermes Investment
Management Limited, the Fund’s Sub-Adviser since inception in June 2020, has managed the Composite and the Fund’s
investment strategy is substantially similar to the investment strategy of the Composite.
As of December 31, 2019, the Composite consisted of one UCITS fund and three separately managed private accounts,
with assets totaling approximately $1.7 billion. The inception date of the Composite was October 31, 1987.
Between the Composite’s inception date and December 31, 2019, all other funds or accounts with substantially similar
investment objectives, strategies, policies and risks to those of the Fund have been included in the Composite.
The following performance information is therefore intended to illustrate past performance for a substantially similar
fund and managed accounts by the Sub-Adviser. The Fund’s total return will not normally equal (and may vary
significantly from) the performance of the private accounts or the Composite itself.
The following performance information for the Composite was prepared in accordance with industry best practices. The
method for computing historical performance information for the Composite differs from the SEC’s method for computing
the historical performance of the Fund. The UCITS fund and private accounts included in the Composite have different
fees, expenses and cash flows than the Fund, which could negatively impact the performance of the Fund in relation to the
private accounts. The actual fees and expenses of the Composite are lower than the anticipated operating expenses of the
Fund (except for the IS class) and, accordingly, the performance results for the Composite generally are greater than the
Fund’s performance would have been for the same periods. The UCITS fund and private accounts included in the
Composite also are not registered under the 1940 Act and therefore are not subject to certain investment restrictions,
diversification requirements and other limitations imposed on the Fund by the 1940 Act and Subchapter M of the Internal
Revenue Code. If such private accounts had been or would be registered under the 1940 Act, the performance may have
been or would be adversely affected. The net returns shown are net of all actual fees and expenses, including sales loads.
The highest fee charged to any account in the Composite, during the performance period, is reflected in the
performance table.
(For the Period Ended December 31, 2019)
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Hermes US Equity Small & Mid Cap Active Composite
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Net Returns (after fees/expenses)
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Russell 2500 Index
1
(reflects no deduction for fees, expenses or taxes)
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1
The Russell 2500 Index is an unmanaged market capitalization-weighted index measuring the performance of the 2,500 smallest companies in the
Russell 3000 Index. The Russell 2500 Index is unmanaged and, unlike the Fund, is not affected by cash flows.
Financial Information
FINANCIAL HIGHLIGHTS
The Fund’s fiscal year end is June 30. As the Fund’s first fiscal year will end June 30, 2021, the Fund’s audited
financial information is not yet available as of the date of this Prospectus.
Appendix A: Hypothetical Investment and Expense Information
The following charts provide additional hypothetical information about the effect of the Fund’s expenses, including
investment advisory fees and other Fund costs, on the Fund’s assumed returns over a 10-year period. The charts show the
estimated expenses that would be incurred in respect of a hypothetical investment, of $10,000, assuming a 5% return each
year, and no redemption of Shares. Each chart also assumes that the Fund’s annual expense ratio stays the same
throughout the 10-year period and that all dividends and distributions are reinvested. The annual expense ratio used in
each chart is the same as stated in the
“
Fees and Expenses
”
table of this Prospectus (and thus may not reflect any fee
waiver or expense reimbursement currently in effect). The maximum amount of any sales charge that might be imposed on
the
purchase
of Shares (and deducted from the hypothetical initial investment of $10,000; the
“
Front-End Sales Charge
”
)
is reflected in the
“
Hypothetical Expenses
”
column. The hypothetical investment information does not reflect the effect of
charges (if any) normally applicable to
redemptions
of Shares (e.g., deferred sales charges, redemption fees). Mutual fund
returns, as well as fees and expenses, may fluctuate over time, and your actual investment returns and total expenses may
be higher or lower than those shown below.
FEDERATED HERMES U.S. SMID FUND - A CLASS
|
ANNUAL EXPENSE RATIO: 1.98%
|
MAXIMUM FRONT-END SALES CHARGE: 5.50%
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Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
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Hypothetical
Ending
Investment
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FEDERATED HERMES U.S. SMID FUND - C CLASS
|
ANNUAL EXPENSE RATIO: 2.73%
|
MAXIMUM FRONT-END SALES CHARGE: NONE
|
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Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
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Hypothetical
Ending
Investment
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FEDERATED HERMES U.S. SMID FUND - R6 CLASS
|
ANNUAL EXPENSE RATIO: 1.63%
|
MAXIMUM FRONT-END SALES CHARGE: NONE
|
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Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
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Hypothetical
Ending
Investment
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Appendix B: Sales Charge Waivers and Exchange Features for Shareholders
Purchasing Through Certain Financial Intermediaries
The term
“
fund family,
”
used herein, shall refer to the Federated Hermes mutual funds.
Ameriprise Financial
CLASS A SHARES FRONT-END SALES CHARGE WAIVERS AVAILABLE AT AMERIPRISE FINANCIAL:
The following information applies to Class A shares purchases if you have an account with or otherwise
purchase Fund shares through Ameriprise Financial:
Effective April 30, 2018, shareholders purchasing Fund shares through an Ameriprise Financial platform or account will
be eligible for the following front-end sales charge waivers and discounts, which may differ from those disclosed
elsewhere in this Fund’s prospectus:
■
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing
and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored
retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs.
■
Shares purchased through an Ameriprise Financial investment advisory program (if an Advisory or similar share class
for such investment advisory program is not available).
■
Shares purchased by third party investment advisors on behalf of their advisory clients through Ameriprise Financial’s
platform (if an Advisory or similar share class for such investment advisory program is not available).
■
Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares
of the same Fund (but not any other fund within the same fund family).
■
Shares exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the
purchase date. To the extent that this prospectus elsewhere provides for a waiver with respect to such shares following a
shorter holding period, that waiver will apply to exchanges following such shorter period. To the extent that this
prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares for load waived shares, that
waiver will also apply to such exchanges.
■
Employees and registered representatives of Ameriprise Financial or its affiliates and their immediate family members.
■
Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s,
403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an
Ameriprise financial advisor and/or the advisor’s spouse, advisor’s lineal ascendant (mother, father, grandmother,
grandfather, great grandmother, great grandfather), advisor’s lineal descendant (son, step-son, daughter, step-daughter,
grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a
lineal descendant.
■
Shares purchased from the proceeds of redemptions within the same fund family, provided: (1) the repurchase occurs
within 90 days following the redemption; (2) the redemption and purchase occur in the same account; and (3) redeemed
shares were subject to a front-end or deferred sales load (i.e., Rights of Reinstatement).
EXCHANGE Feature of CLASS C SHARES AVAILABLE AT AMERIPRISE FINANCIAL:
Automatic Exchange of Class C shares.
Class C shares will automatically exchange to Class A shares in the month of
the 10-year anniversary of the purchase date.
Robert W. Baird & Co., Inc.
Effective June 15, 2020, shareholders purchasing fund shares through a Baird platform or account will only be eligible
for the following sales charge waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may
differ from those disclosed elsewhere in this prospectus or the SAI.
Front-End Sales Charge Waivers on Investors A-shares Available at Baird
■
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.
CDSC Waivers on Investor A and C Shares Available at Baird
■
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.
Front-End Sales Charge Discounts Available at Baird: Breakpoints and/or Rights of Accumulations
■
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.
EDWARD JONES
Effective on or after May 1, 2020, shareholders purchasing Fund shares on the Edward Jones commission and fee-based
platforms are eligible only for the following sales charge waivers (front-end sales charge waivers and contingent deferred
sales charge (CDSC), or back-end sales charge, waivers) and discounts, which may differ from those disclosed elsewhere
in this Fund’s prospectus or SAI. In all instances, it is the shareholder’s responsibility to inform Edward Jones at the time
of purchase of any relationship, holdings of fund family or other facts qualifying the purchaser for waivers or discounts.
Edward Jones can ask for documentation of such circumstance.
Front-End Sales Load Waivers on Class A and F Shares Available at Edward Jones
Sales charges are waived for the following shareholders and in the following situations:
■
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.
CDSC Waivers on A, B, C and F Shares Available at Edward Jones
If the shareholder purchases shares that are subject to a CDSC and those shares are redeemed before the CDSC is
expired, the shareholder will be responsible to pay the CDSC except in the following conditions:
■
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.
Front-End Load Discounts Available at Edward Jones:
Rights of Accumulation (ROA)
■
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).
Letter of Intent (LOI)
■
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.
Other Important Information
Minimum Purchase Amounts
1. $250 initial purchase minimum
2. $50 subsequent purchase minimum
Minimum Balances
3. Edward Jones has the right to redeem at its discretion fund holdings with a balance of $250 or less. The following are
examples of accounts that are not included in this policy:
1. A fee-based account held on an Edward Jones platform
2. A 529 account held on an Edward Jones platform
3. An account with an active systematic investment plan or letter of intent (LOI)
Changing Share Classes
4. At any time it deems necessary, Edward Jones has the authority to exchange at NAV a shareholder’s holdings in a fund
to Class A shares.
Janney Montgomery Scott LLC
Effective May 1, 2020, if you purchase or redeem Fund shares through a Janney Montgomery Scott LLC (
“
Janney
”
)
brokerage account, you will be eligible for the following load waivers (front-end sales charge waivers and contingent
deferred sales charge (CDSC), or back-end sales charge, waivers) and discounts, which may differ from those disclosed
elsewhere in this Fund’s Prospectus or SAI.
Front-end sales charge waivers on Class A Shares available at Janney
■
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.
CDSC Waivers on Class A and C Shares available at Janney
■
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).
Front-end sales charge discounts available at Janney: Breakpoints, Rights of Accumulation, and/or Letters
of Intent
■
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.
Merrill Lynch
Shareholders purchasing Fund shares through a Merrill Lynch platform or account will be eligible only for the
following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and
discounts, which may differ from those disclosed elsewhere in this Fund’s prospectus or SAI.
Front-end Sales Load Waivers on Class A Shares available at Merrill Lynch
■
Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts)
and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and
shares are held for the benefit of the plan;
■
Shares purchased by 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.
CDSC Waivers on A, B and C Shares available at Merrill Lynch
■
Death or disability of the shareholder;
■
Shares sold as part of a systematic withdrawal plan as described in the Fund’s prospectus;
■
Return of excess contributions from an IRA Account;
■
Shares sold as part of a required minimum distribution for IRA and retirement accounts 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.
Front-end load Discounts Available at Merrill Lynch:
Breakpoints, Rights of Accumulation & Letters of Intent
■
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).
Morgan Stanley Smith Barney
Class A Shares Front-End Sales Charge Waivers Available at Morgan Stanley Smith Barney:
Effective July 1, 2018, shareholders purchasing Fund shares through a Morgan Stanley Wealth Management
transactional brokerage account will be eligible only for the following front-end sales charge waivers with respect to
Class A shares, which may differ from and may be more limited than those disclosed elsewhere in this Fund’s Prospectus
or SAI.
Front-End Sales Charge Waivers on Class A Shares Available at Morgan Stanley Wealth Management
■
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing
and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored
retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans;
■
Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules;
■
Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the
same fund;
■
Shares purchased through a Morgan Stanley self-directed brokerage account;
■
Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are exchanged to
Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s intra-fund share class
exchange program;
■
Shares purchased from the proceeds of redemptions within the same fund family, provided: (i) the repurchase occurs
within 90 days following the redemption; (ii) the redemption and purchase occur in the same account; and
(iii) redeemed shares were subject to a front-end or deferred sales charge.
OPPENHEIMER & CO., INC.
Effective May 1, 2020, shareholders purchasing Fund shares through an Oppenheimer & Co., Inc. (OPCO) platform or
account are eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end,
sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this Fund’s prospectus
or SAI.
Front-end Sales Load Waivers on Class A Shares available at OPCO
■
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
CDSC Waivers on A, B and C Shares available at OPCO
■
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
Front-end load Discounts Available at OPCO: Breakpoints, Rights of Accumulation & Letters of Intent
■
Breakpoints as described in this prospectus.
■
Rights of Accumulation (ROA), which entitle shareholders to breakpoint discounts, will be automatically calculated
based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at 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
Raymond James & Associates, Inc., Raymond James Financial Services, Inc. and each entity’s affiliates
(
“
Raymond James
”
)
Effective March 1, 2019, shareholders purchasing and redeeming Fund shares through a Raymond James platform or
account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James
provides trade execution, clearance, and/or custody services, will be eligible only for the following load waivers (front-end
sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from
those disclosed elsewhere in this Fund’s prospectus or SAI.
Front-End Sales Load Waivers on Class A Shares Available at Raymond James
■
Shares purchased 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.
CDSC Waivers on A, B and C Shares Available at 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.
Front-End Load Discounts Available at Raymond James: Breakpoints, Rights of Accumulation, and/or Letters
of Intent
■
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.
Stifel, Nicolaus & Company, Incorporated
Effective July 1, 2020, shareholders purchasing Fund shares through a Stifel, Nicolaus & Company, Incorporated
(
“
Stifel
”
)
platform or account or who own shares for which Stifel or an affiliate is the broker-dealer of record are eligible
for the following additional sales charge waiver.
Front-End Sales Load Waiver on Class A Shares
■
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
All other sales charge waivers and reductions described elsewhere in the Fund’s Prospectus or SAI still apply.
[PAGE INTENTIONALLY LEFT BLANK]
An SAI dated October 31, 2020, includes additional information about the Fund and is incorporated by reference into this
Prospectus. The SAI contains a description of the Fund’s policies and procedures with respect to the disclosure of its
portfolio securities. To obtain the SAI and other information without charge, and to make inquiries, call your financial
intermediary or the Fund at 1-800-341-7400.
These documents, as well as additional information about the Fund (including portfolio holdings, performance and
distributions), are also available on
FederatedInvestors.com
.
You can obtain information about the Fund (including the SAI) by accessing Fund information from the EDGAR Database
on the SEC’s website at
sec.gov
. You can purchase copies of this information by contacting the SEC by email at
publicinfo@sec.gov.
Federated Hermes U.S. SMID Fund
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Contact us at
FederatedInvestors.com
or call 1-800-341-7400.
Federated Securities Corp., Distributor
Investment Company Act File No. 811-23259
CUSIP 31423A531
CUSIP 31423A523
CUSIP 31423A515
Q454969 (10/20)
©
2020 FederatedHermes, Inc.
Statement of Additional Information
October 31, 2020
Federated Hermes U.S. SMID Fund
A Portfolio of Federated Hermes Adviser Series
(formerly, Federated Adviser Series)
This Statement of Additional Information (SAI) is not a Prospectus. Read this SAI in conjunction with the Prospectus for Federated
Hermes U.S. SMID Fund (the
“
Fund
”
), dated October 31, 2020.
Obtain the Prospectus without charge by calling 1-800-341-7400.
Federated Hermes U.S. SMID Fund
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Contact us at
FederatedInvestors.com
or call 1-800-341-7400.
Federated Securities Corp., Distributor
Q454968 (10/20)
©
2020 FederatedHermes, Inc.
How is the Fund Organized?
The Fund is a portfolio of Federated Hermes Adviser Series (
“
Trust
”
) and is a diversified, open-end, management investment
company. The Trust was established as a Delaware statutory trust on July 12, 2017, pursuant to a Certificate of Trust, which is
governed by the laws of the State of Delaware. Prior to August 16, 2018, the Trust was named Federated MDT Equity Trust.
Effective June 26, 2020, the Trust changed its name from Federated Adviser Series to Federated Hermes Adviser Series.
The Board of Trustees (
“
Board
”
) has established four classes of shares of the Fund, known as Class A Shares, Class C Shares,
Institutional Shares and Class R6 Shares. This SAI relates to Class A Shares, Class C Shares and Class R6 Shares. As of the date
of this SAI, Class A Shares, Class C Shares and Class R6 Shares are not being offered. The Fund’s investment adviser is
Federated Global Investment Management Corporation (
“
Fed Global
”
) and the Fund’s sub-adviser is Hermes Investment
Management Limited (
“
Hermes
”
and, collectively with Fed Global, the
“
Adviser
”
).
Securities in Which the Fund Invests
The principal securities or other investments in which the Fund invests are described in the Fund’s Prospectus. The Fund also
may invest in securities or other investments as non-principal investments for any purpose that is consistent with its investment
objective. The following information is either additional information in respect of a principal security or other investment
referenced in the Prospectus or information in respect of a non-principal security or other investment (in which case there is no
related disclosure in the Prospectus).
Securities Descriptions and Techniques
Equity Securities
Equity securities represent a share of an issuer’s earnings and assets, after the issuer pays its liabilities. The Fund cannot
predict the income it will receive from equity securities because issuers generally have discretion as to the payment of any
dividends or distributions. However, equity securities offer greater potential for appreciation than many other types of securities,
because their value increases directly with the value of the issuer’s business. The following further describes the types of equity
securities in which the Fund invests. This information is either additional information in respect of a principal security referenced
in the Prospectus or information in respect of a non-principal security (in which case there is no related disclosure in
the Prospectus).
Interests in Other Limited Liability Companies
Entities such as limited partnerships, limited liability companies, business trusts and companies organized outside the United
States may issue securities comparable to common or preferred stock.
Warrants
Warrants give the Fund the option to buy the issuer’s equity securities at a specified price (the
“
exercise price
”
) at a specified
future date (the
“
expiration date
”
). The Fund may buy the designated securities by paying the exercise price before the expiration
date. Warrants may become worthless if the price of the stock does not rise above the exercise price by the expiration date. This
increases the market risks of warrants as compared to the underlying security. Rights are the same as warrants, except companies
typically issue rights to existing stockholders.
Fixed-Income Securities
Fixed-income securities pay interest, dividends or distributions at a specified rate. The rate may be a fixed percentage of the
principal or adjusted periodically. In addition, the issuer of a fixed-income security must repay the principal amount of the
security, normally within a specified time. Fixed-income securities provide more regular income than equity securities. However,
the returns on fixed-income securities are limited and normally do not increase with the issuer’s earnings. This limits the
potential appreciation of fixed-income securities as compared to equity securities.
A security’s yield measures the annual income earned on a security as a percentage of its price. A security’s yield will increase
or decrease depending upon whether it costs less (a
“
discount
”
) or more (a
“
premium
”
) than the principal amount. If the issuer
may redeem the security before its scheduled maturity, the price and yield on a discount or premium security may change based
upon the probability of an early redemption. Securities with higher risks generally have higher yields.
The following further describes the types of fixed-income securities in which the Fund invests. This information is either
additional information in respect of a principal security referenced in the Prospectus or information in respect of a non-principal
security (in which case there is no related disclosure in the Prospectus).
Treasury Securities
Treasury securities are direct obligations of the federal government of the United States. Treasury securities are generally
regarded as having minimal credit risks.
Government Securities
Government securities are issued or guaranteed by a federal agency or instrumentality acting under federal authority. Some
government securities, including those issued by Government National Mortgage Association (
“
Ginnie Mae
”
), are supported by
the full faith and credit of the United States and are guaranteed only as to the timely payment of interest and principal.
Other government securities receive support through federal subsidies, loans or other benefits but are not backed by the full
faith and credit of the United States. For example, the U.S. Treasury is authorized to purchase specified amounts of securities
issued by (or otherwise make funds available to) the Federal Home Loan Bank System, Federal Home Loan Mortgage
Corporation (
“
Freddie Mac
”
) and Federal National Mortgage Association (
“
Fannie Mae
”
) in support of such obligations.
Some government agency securities have no explicit financial support, and are supported only by the credit of the applicable
agency, instrumentality or corporation. The U.S. government has provided financial support to Freddie Mac and Fannie Mae, but
there is no assurance that it will support these or other agencies in the future.
The Fund treats mortgage-backed securities guaranteed by a federal agency or instrumentality as government securities.
Although such a guarantee helps protect against credit risk, it does not eliminate it entirely or reduce other risks.
Additional Information Related to Freddie Mac and Fannie Mae.
The extreme and unprecedented volatility and disruption
that impacted the capital and credit markets beginning in 2008 led to market concerns regarding the ability of Freddie Mac and
Fannie Mae to withstand future credit losses associated with securities held in their investment portfolios, and on which they
provide guarantees, without the direct support of the federal government. On September 7, 2008, Freddie Mac and Fannie Mae
were placed under the conservatorship of the Federal Housing Finance Agency (FHFA). Under the plan of conservatorship, the
FHFA assumed control of, and generally has the power to direct, the operations of Freddie Mac and Fannie Mae, and is
empowered to exercise all powers collectively held by their respective shareholders, directors and officers, including the power
to: (1) take over the assets of and operate Freddie Mac and Fannie Mae with all the powers of the shareholders, the directors and
the officers of Freddie Mac and Fannie Mae and conduct all business of Freddie Mac and Fannie Mae; (2) collect all obligations
and money due to Freddie Mac and Fannie Mae; (3) perform all functions of Freddie Mac and Fannie Mae which are consistent
with the conservator’s appointment; (4) preserve and conserve the assets and property of Freddie Mac and Fannie Mae; and
(5) contract for assistance in fulfilling any function, activity, action or duty of the conservator.
In connection with the actions taken by the FHFA, the Treasury has entered into certain preferred stock purchase agreements
(SPAs) with each of Freddie Mac and Fannie Mae which establish the Treasury as the holder of a new class of senior preferred
stock in each of Freddie Mac and Fannie Mae. The senior preferred stock was issued in connection with financial contributions
from the Treasury to Freddie Mac and Fannie Mae. Although the SPAs are subject to amendment from time to time, currently the
Treasury is obligated to provide such financial contributions up to an aggregate maximum amount determined by a formula set
forth in the SPAs, and until such aggregate maximum amount is reached, there is not a specific end date to the
Treasury’s obligations.
The future status and role of Freddie Mac and Fannie Mae could be impacted by (among other things) the actions taken and
restrictions placed on Freddie Mac and Fannie Mae by the FHFA in its role as conservator, the restrictions placed on Freddie
Mac’s and Fannie Mae’s operations and activities under the SPAs, market responses to developments in Freddie Mac and Fannie
Mae, downgrades or upgrades in the credit ratings assigned to Freddie Mac and Fannie Mae by nationally recognized statistical
rating organizations (NRSROs) or ratings services, and future legislative and regulatory action that alters the operations,
ownership, structure and/or mission of these institutions, each of which may, in turn, impact the value of, and cash flows on, any
securities guaranteed by Freddie Mac and Fannie Mae.
In addition, the future of Freddie Mac and Fannie Mae, and other U.S. government-sponsored enterprises that are not backed
by the full faith and credit of the U.S. government (GSEs), remains in question as the U.S. government continues to consider
options ranging from structural reform, nationalization, privatization, or consolidation, to outright elimination. The issues that
have led to significant U.S. government support for Freddie Mac and Fannie Mae have sparked serious debate regarding the
continued role of the U.S. government in providing mortgage loan liquidity.
Convertible Securities (A Fixed-Income Security)
Convertible securities are fixed-income securities or preferred stocks that the Fund has the option to exchange for equity
securities at a specified conversion price. The option allows the Fund to realize additional returns if the market price of the equity
securities exceeds the conversion price. For example, the Fund may hold fixed-income securities that are convertible into shares
of common stock at a conversion price of $10 per share. If the market value of the shares of common stock reached $12, the Fund
could realize an additional $2 per share by converting its fixed-income securities.
Convertible securities have lower yields than comparable fixed-income securities. In addition, at the time a convertible
security is issued the conversion price exceeds the market value of the underlying equity securities. Thus, convertible securities
may provide lower returns than non-convertible, fixed-income securities or equity securities depending upon changes in the price
of the underlying equity securities. However, convertible securities permit the Fund to realize some of the potential appreciation
of the underlying equity securities with less risk of losing its initial investment.
The Fund treats convertible securities as both fixed-income and equity securities for purposes of its investment policies and
limitations, because of their unique characteristics, except that for purposes of the Non-Fundamental Names Rule Policy the
Fund will not consider convertible securities to be equity securities.
Bank Instruments (A Fixed-Income Security)
Bank instruments are unsecured, interest-bearing deposits with banks. Bank instruments include, but are not limited to, bank
accounts, time deposits, certificates of deposit and banker’s acceptances. Yankee instruments are denominated in U.S. dollars and
issued by U.S. branches of foreign banks. Eurodollar instruments are denominated in U.S. dollars and issued by
non-U.S. branches of U.S. orforeign banks.
Corporate Debt Securities (A Fixed-Income Security)
Corporate debt securities are fixed-income securities issued by businesses. Notes, bonds, debentures and commercial paper are
the most prevalent types of corporate debt securities. The Fund may also purchase interests in bank loans to companies. The
credit risks of corporate debt securities vary widely among issuers.
In addition, the credit risk of an issuer’s debt security may vary based on its priority for repayment. For example, higher
ranking (
“
senior
”
) debt securities have a higher priority than lower ranking (
“
subordinated
”
) securities. This means that the issuer
might not make payments on subordinated securities while continuing to make payments on senior securities. In addition, in the
event of bankruptcy, holders of senior securities may receive amounts otherwise payable to the holders of subordinated
securities. Some subordinated securities, such as trust preferred and capital securities notes, also permit the issuer to defer
payments under certain circumstances. For example, insurance companies issue securities known as surplus notes that permit the
insurance company to defer any payment that would reduce its capital below regulatory requirements.
Commercial Paper (A Type of Corporate Debt Security)
Commercial paper is an issuer’s obligation with a maturity of less than nine months. Companies typically issue commercial
paper to pay for current expenditures. Most issuers constantly reissue their commercial paper and use the proceeds (or bank
loans) to repay maturing paper. If the issuer cannot continue to obtain liquidity in this fashion, its commercial paper may default.
The short maturity of commercial paper generally reduces both the market and credit risks as compared to other debt securities of
the same issuer.
Foreign Government Securities (A Type of Foreign Fixed-Income Security)
Foreign government securities generally consist of fixed-income securities supported by national, state or provincial
governments or similar political subdivisions. Foreign government securities also include debt obligations of supranational
entities, such as international organizations designed or supported by governmental entities to promote economic reconstruction
or development, international banking institutions and related government agencies. Examples of these include, but are not
limited to, the International Bank for Reconstruction and Development (the
“
World Bank
”
), the Asian Development Bank, the
European Investment Bank and the Inter-American Development Bank.
Foreign government securities also include fixed-income securities of quasi-governmental agencies that are either issued by
entities owned by a national, state or equivalent government or are obligations of a political unit that are not backed by the
national government’s full faith and credit. Further, foreign government securities include mortgage-related securities issued or
guaranteed by national, state or provincial governmental instrumentalities, including quasi-governmental agencies.
Derivative Contracts
Derivative contracts are financial instruments that require payments based upon changes in the values of designated securities,
commodities, currencies, indices, or other assets or instruments including other derivative contracts, (each a
“
Reference
Instrument
”
and collectively,
“
Reference Instruments
”
). Each party to a derivative contract may sometimes be referred to as a
counterparty. Some derivative contracts require payments relating to an actual, future trade involving the Reference Instrument.
These types of derivatives are frequently referred to as
“
physically settled
”
derivatives. Other derivative contracts require
payments relating to the income or returns from, or changes in the market value of, a Reference Instrument. These types of
derivatives are known as
“
cash-settled
”
derivatives, since they require cash payments in lieu of delivery of the
Reference Instrument.
Many derivative contracts are traded on securities or commodities exchanges. In this case, the exchange sets all the terms of
the contract except for the price. Investors make payments due under their contracts through the exchange. Most exchanges
require investors to maintain margin accounts through their brokers to cover their potential obligations to the exchange. Parties to
the contract make (or collect) daily payments to the margin accounts to reflect losses (or gains) in the value of their contracts.
This protects investors against potential defaults by the other party to the contract. Trading contracts on an exchange also allows
investors to close out their contracts by entering into offsetting contracts.
For example, the Fund could close out an open contract to buy an asset at a future date by entering into an offsetting contract
to sell the same asset on the same date. If the offsetting sale price is more than the original purchase price, the Fund realizes a
gain; if it is less, the Fund realizes a loss. Exchanges may limit the amount of open contracts permitted at any one time. Such
limits may prevent the Fund from closing out a position. If this happens, the Fund will be required to keep the contract open
(even if it is losing money on the contract), and to make any payments required under the contract (even if it has to sell portfolio
securities at unfavorable prices to do so). Inability to close out a contract could also harm the Fund by preventing it from
disposing of or trading any assets it has been using to secure its obligations under the contract.
The Fund may also trade derivative contracts over-the-counter (OTC) in transactions negotiated directly between the Fund and
a financial institution. OTC contracts do not necessarily have standard terms, so they may be less liquid and more difficult to
close-out than exchange-traded contracts. In addition, OTC contracts with more specialized terms may be more difficult to value
than exchange-traded contracts, especially in times of financial stress.
The market for swaps and other OTC derivatives was largely unregulated prior to the enactment of federal legislation known
as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
“
Dodd-Frank Act
”
). Regulations enacted by the
Commodity Futures Trading Commission (the CFTC) under the Dodd-Frank Act require the Fund to clear certain swap contracts
through a clearing house or central counterparty (a CCP).
To clear a swap through the CCP, the Fund will submit the contract to, and post margin with, a futures commission merchant
(FCM) that is a clearing house member. The Fund may enter into the swap with a financial institution other than the FCM and
arrange for the contract to be transferred to the FCM for clearing, or enter into the contract with the FCM itself. If the Fund must
centrally clear a transaction, the CFTC’s regulations also generally require that the swap be executed on a registered exchange or
through a market facility that is known as a swap execution facility or SEF. Central clearing is presently required only for certain
swaps, and the CFTC is expected to impose a mandatory central clearing requirement for additional derivative instruments
over time.
The CCP, SEF and FCM are all subject to regulatory oversight by the CFTC. In addition, most derivative market participants
are now regulated as swap dealers or major swap participants and are subject to certain minimum capital and margin
requirements and business conduct standards. Similar regulatory requirements are expected to apply to derivative contracts that
are subject to the jurisdiction of the SEC, although the SEC has not yet finalized its regulations. In addition, uncleared OTC
swaps will be subject to regulatory collateral requirements that could adversely affect the Fund’s ability to enter into swaps in the
OTC market. These developments could cause the Fund to terminate new or existing swap agreements or to realize amounts to be
received under such instruments at an inopportune time.
Until the mandated rulemaking and regulations are implemented completely, it will not be possible to determine the complete
impact of the Dodd-Frank Act and related regulations on the Fund.
Depending on how the Fund uses derivative contracts and the relationships between the market value of a derivative contract
and the Reference Instrument, derivative contracts may increase or decrease the Fund’s exposure to the risks of the Reference
Instrument, and may also expose the Fund to liquidity and leverage risks. OTC contracts also expose the Fund to credit risks in
the event that a counterparty defaults on the contract, although this risk may be mitigated by submitting the contract for clearing
through a CCP.
The Fund may invest in a derivative contract if it is permitted to own, invest in, or otherwise have economic exposure to the
Reference Instrument. The Fund is not required to own a Reference Instrument in order to buy or sell a derivative contract
relating to that Reference Instrument. The Fund may trade in the following specific types and/or combinations of
derivative contracts:
Futures Contracts (A Type of Derivative)
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a Reference
Instrument at a specified price, date and time. Entering into a contract to buy a Reference Instrument is commonly referred to as
buying a contract or holding a long position in the asset. Entering into a contract to sell a Reference Instrument is commonly
referred to as selling a contract or holding a short position in the Reference Instrument. Futures contracts are considered to be
commodity contracts. The Adviser has claimed an exclusion from the definition of the term
“
commodity pool operator
”
under the
Commodity Exchange Act with respect to the Fund and, therefore, is not subject to registration or regulation with respect to the
Fund. The Fund can buy or sell financial futures (such as interest rate futures, index futures and security futures), as well as,
currency futures and currency forward contracts.
Interest Rate Futures
An interest rate futures contract is an exchange-traded contract for which the Reference Instrument is an interest-bearing fixed
income security or an inter-bank deposit. Two examples of common interest rate futures contracts are U.S. Treasury futures
contracts and Eurodollar futures contracts. The Reference Instrument for a U.S. Treasury futures contract is a U.S. Treasury
security. The Reference Instrument for a Eurodollar futures contract is the London Interbank Offered Rate (commonly referred to
as LIBOR); Eurodollar futures contracts enable the purchaser to obtain a fixed rate for the lending of funds over a stated period
of time and the seller to obtain a fixed rate for a borrowing of funds over that same period.
Index Futures
An index futures contract is an exchange-traded contract to make or receive a payment based upon changes in the value of an
index. An index is a statistical composite that measures changes in the value of designated Reference Instruments within
the index.
Security Futures
A security futures contract is an exchange-traded contract to purchase or sell in the future a specific quantity of a security
(other than a Treasury security) or a narrow-based securities index at a certain price. Presently, the only available security futures
contracts use shares of a single equity security as the Reference Instrument. However, it is possible that in the future security
futures contracts will be developed that use a single fixed-income security as the Reference Instrument.
Currency Futures and Currency Forward Contracts
A currency futures contract is an exchange-traded contract to buy or sell a particular currency at a specific price at some time
in the future (commonly three months or more). A currency forward contract is not an exchange-traded contract and represents an
obligation to purchase or sell a specific currency at a future date, at a price set at the time of the contract and for a period agreed
upon by the parties which may be either a window of time or a fixed number of days from the date of the contract. Currency
futures and forward contracts are highly volatile, with a relatively small price movement potentially resulting in substantial gains
or losses to the Fund. Additionally, the Fund may lose money on currency futures and forward contracts if changes in currency
rates do not occur as anticipated or if the Fund’s counterparty to the contract were to default.
Option Contracts (A Type of Derivative)
Option contracts (also called
“
options
”
) are rights to buy or sell a Reference Instrument for a specified price (the
“
exercise
price
”
) during, or at the end of, a specified period. The seller (or
“
writer
”
) of the option receives a payment, or premium, from the
buyer, which the writer keeps regardless of whether the buyer uses (or exercises) the option. Options may be bought or sold on a
wide variety of Reference Instruments. Options that are written on futures contracts will be subject to margin requirements
similar to those applied to futures contracts.
The Fund may buy and/or sell the following types of options:
Call Options
A call option gives the holder (
“
buyer
”
) the right to buy the Reference Instrument from the seller (writer) of the option. The
Fund may use call options in the following ways:
■
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.
Put Options
A put option gives the holder the right to sell the Reference Instrument to the writer of the option. The Fund may use put
options in the following ways:
■
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.
The Fund may also buy or write options, as needed, to close out existing option positions.
Finally, the Fund may enter into combinations of options contracts in an attempt to benefit from changes in the prices of those
options contracts (without regard to changes in the value of the Reference Instrument).
Swap Contracts (A Type of Derivative)
A swap contract (also known as a
“
swap
”
) is a type of derivative contract in which two parties agree to pay each other (swap)
the returns derived from Reference Instruments. Most swaps do not involve the delivery of the underlying assets by either party,
and the parties might not own the Reference Instruments. The payments are usually made on a net basis so that, on any given
day, the Fund would receive (or pay) only the amount by which its payment under the contract is less than (or exceeds) the
amount of the other party’s payment. Swap agreements are sophisticated instruments that can take many different forms and are
known by a variety of names. Common swap agreements that the Fund may use include:
Interest Rate Swaps
Interest rate swaps are contracts in which one party agrees to make regular payments equal to a fixed or floating interest rate
times a stated principal amount (commonly referred to as a
“
notional principal amount
”
) in return for payments equal to a
different fixed or floating rate times the same principal amount, for a specific period. For example, a $10 million London
Interbank Offered Rate (LIBOR) swap would require one party to pay the equivalent of the London Interbank Offered Rate of
interest (which fluctuates) on $10 million principal amount in exchange for the right to receive the equivalent of a stated fixed
rate of interest on $10 millionprincipal amount.
Caps and Floors (A Type of Swap Contract)
Caps and Floors are contracts in which one party agrees to make payments only if an interest rate or index goes above (Cap) or
below (Floor) a certain level in return for a fee from the other party.
Total Return Swaps
A total return swap is an agreement between two parties whereby one party agrees to make payments of the total return from a
Reference Instrument (or a basket of such instruments) during the specified period, in return for payments equal to a fixed or
floating rate of interest or the total return from another Reference Instrument. Alternately, a total return swap can be structured so
that one party will make payments to the other party if the value of a Reference Instrument increases, but receive payments from
the other party if the value of that instrument decreases.
Credit Default Swaps
A credit default swap (CDS) is an agreement between two parties whereby one party (the
“
Protection Buyer
”
) agrees to make
payments over the term of the CDS to the other party (the
“
Protection Seller
”
), provided that no designated event of default,
restructuring or other credit related event (each a
“
Credit Event
”
) occurs with respect to Reference Instrument that is usually a
particular bond, loan or the unsecured credit of an issuer, in general (the
“
Reference Obligation
”
). Many CDS are physically
settled, which means that if a Credit Event occurs, the Protection Seller must pay the Protection Buyer the full notional value, or
“
par value,
”
of the Reference Obligation in exchange for delivery by the Protection Buyer of the Reference Obligation or another
similar obligation issued by the issuer of the Reference Obligation (the
“
Deliverable Obligation
”
). The Counterparties agree to
the characteristics of the Deliverable Obligation at the time that they enter into the CDS. Alternately, a CDS can be
“
cash
settled,
”
which means that upon the occurrence of a Credit Event, the Protection Buyer will receive a payment from the
Protection Seller equal to the difference between the par amount of the Reference Obligation and its market value at the time of
the Credit Event. The Fund may be either the Protection Buyer or the Protection Seller in a CDS. If the Fund is a Protection
Buyer and no Credit Event occurs, the Fund will lose its entire investment in the CDS (i.e., an amount equal to the payments
made to the Protection Seller over the term of the CDS). However, if a Credit Event occurs, the Fund (as Protection Buyer) will
deliver the Deliverable Obligation and receive a payment equal to the full notional value of the Reference Obligation, even
though the Reference Obligation may have little or no value. If the Fund is the Protection Seller and no Credit Event occurs, the
Fund will receive a fixed rate of income throughout the term of the CDS. However, if a Credit Event occurs, the Fund (as
Protection Seller) will pay the Protection Buyer the full notional value of the Reference Obligation and receive the Deliverable
Obligation from the Protection Buyer. A CDS may involve greater risks than if the Fund invested directly in the Reference
Obligation. For example, a CDS may increase credit risk since the Fund has exposure to both the issuer of the Reference
Obligation and the Counterparty to the CDS.
Currency Swaps
Currency swaps are contracts which provide for interest payments in different currencies. The parties might agree to exchange
the notional principal amounts of the currencies as well (commonly called a
“
foreign exchange swap
”
).
OTHER INVESTMENTS, Transactions, TECHNIQUES
Delayed Delivery Transactions
Delayed delivery transactions, including when-issued transactions, are arrangements in which the Fund buys securities for a set
price, with payment and delivery of the securities scheduled for a future time. During the period between purchase and
settlement, no payment is made by the Fund to the issuer and no interest accrues to the Fund. The Fund records the transaction
when it agrees to buy the securities and reflects their value in determining the price of its shares. Settlement dates may be a
month or more after entering into these transactions so that the market values of the securities bought may vary from the
purchase prices. Therefore, delayed delivery transactions create interest rate risks for the Fund. Delayed delivery transactions also
involve credit risks in the event of a counterparty default.
Hybrid Instruments
Hybrid instruments combine elements of two different kinds of securities or financial instruments (such as a derivative
contract). Frequently, the value of a hybrid instrument is determined by reference to changes in the value of a Reference
Instrument (that is a designated security, commodity, currency, index or other asset or instrument including a derivative
contract). Hybrid instruments can take on many forms including, but not limited to, the following forms. First, a common form of
a hybrid instrument combines elements of a derivative contract with those of another security (typically a fixed-income security).
In this case all or a portion of the interest or principal payable on a hybrid security is determined by reference to changes in the
price of a Reference Instrument. Second, a hybrid instrument may also combine elements of a fixed-income security and an
equity security. Third, hybrid instruments may include convertible securities with conversion terms related to a
Reference Instrument.
Depending on the type and terms of the hybrid instrument, its risks may reflect a combination of the risks of investing in the
Reference Instrument with the risks of investing in other securities, currencies and derivative contracts. Thus, an investment in a
hybrid instrument may entail significant risks in addition to those associated with traditional securities or the Reference
Instrument. Hybrid instruments are also potentially more volatile than traditional securities or the Reference Instrument.
Moreover, depending on the structure of the particular hybrid, it may expose the Fund to leverage risks or carry liquidity risks.
Credit Linked Note (A Type of Hybrid Instrument)
A credit linked note (CLN) is a type of hybrid instrument in which a special purpose entity issues a structured note (the
“
Note
Issuer
”
) with respect to which the Reference Instrument is a single bond, a portfolio of bonds or the unsecured credit of an issuer,
in general (each a
“
Reference Credit
”
). The purchaser of the CLN (the
“
Note Purchaser
”
) invests a par amount and receives a
payment during the term of the CLN that equals a fixed or floating rate of interest equivalent to a high rated funded asset (such as
a bank certificate of deposit) plus an additional premium that relates to taking on the credit risk of the Reference Credit. Upon
maturity of the CLN, the Note Purchaser will receive a payment equal to: (i) the original par amount paid to the Note Issuer, if
there is no occurrence of a designated event of default, restructuring or other credit event (each a
“
Credit Event
”
) with respect to
the issuer of the Reference Credit; or (ii) the market value of the Reference Credit, if a Credit Event has occurred. Depending
upon the terms of the CLN, it is also possible that the Note Purchaser may be required to take physical delivery of the Reference
Credit in the event of a Credit Event. Most credit linked notes use a corporate bond (or a portfolio of corporate bonds) as the
Reference Credit. However, almost any type of fixed-income security (including foreign government securities), index or
derivative contract (such as a credit default swap) can be used as the Reference Credit.
Equity Linked Note (A Type of Hybrid Instrument)
An equity linked note (ELN) is a type of hybrid instrument that provides the noteholder with exposure to a single equity
security, a basket of equity securities, or an equity index (the
“
Reference Equity Instrument
”
). Typically, an ELN pays interest at
agreed rates over a specified time period and, at maturity, either converts into shares of a Reference Equity Instrument or returns
a payment to the noteholder based on the change in value of a Reference Equity Instrument.
Asset Segregation
In accordance with the Securities and Exchange Commission (SEC) and SEC staff positions regarding the interpretation of the
Investment Company Act of 1940 (
“
1940 Act
”
), with respect to derivatives that create a future payment obligation of the Fund,
the Fund must
“
set aside
”
(referred to sometimes as
“
asset segregation
”
) liquid assets, or engage in other SEC- or staff-approved
measures, while the derivative contracts are open. For example, with respect to forwards and futures contracts that are not
contractually required to
“
cash-settle,
”
the Fund must cover its open positions by setting aside cash or readily marketable
securities equal to the contracts’ full, notional value. With respect to forwards and futures that are contractually required to
“
cash-settle,
”
however, the Fund is permitted to set aside cash or readily marketable securities in an amount equal to the Fund’s daily
marked-to-market (net) obligations, if any (i.e., the Fund’s daily net liability, if any), rather than the notional value.
The Fund will employ another approach to segregating assets to cover options that it sells. If the Fund sells a call option, the
Fund will set aside either the Reference Instrument subject to the option, cash or readily marketable securities with a value that
equals or exceeds the current market value of the Reference Instrument. In no event, will the value of the cash or readily
marketable securities set aside by the Fund be less than the exercise price of the call option. If the Fund sells a put option, the
Fund will set aside cash or readily marketable securities with a value that equals or exceeds the exercise price of the put option.
The Fund’s asset segregation approach for swap agreements varies among different types of swaps. For example, if the Fund
enters into a credit default swap as the Protection Buyer, then it will set aside cash or readily marketable securities necessary to
meet any accrued payment obligations under the swap. By comparison, if the Fund enters into a credit default swap as the
Protection Seller, then the Fund will set aside cash or readily marketable securities equal to the full notional amount of the swap
that must be paid upon the occurrence of a Credit Event. For some other types of swaps, such as interest rate swaps, the Fund will
calculate the obligations of the counterparties to the swap on a net basis. Consequently, the Fund’s current obligation (or rights)
under this type of swap will equal only the net amount to be paid or received based on the relative values of the positions held by
each counterparty to the swap (the
“
net amount
”
). The net amount currently owed by or to the Fund will be accrued daily and the
Fund will set aside cash or readily marketable securities equal to any accrued but unpaid net amount owed by the Fund under
the swap.
The Fund may reduce the liquid assets segregated to cover obligations under a derivative contract by entering into an offsetting
derivative contract. For example, if the Fund sells a put option for the same Reference Instrument as a call option the Fund has
sold, and the exercise price of the call option is the same as or higher than the exercise price of the put option, then the Fund may
net its obligations under the options and set aside cash or readily marketable securities (including any margin deposited for the
options) with a value equal to the greater of: (a) the current market value of the Reference Instrument deliverable under the call
option; or (b) the exercise price of the put option.
By setting aside cash or readily marketable securities equal to only its net obligations under swaps and certain cash-settled
derivative contracts, the Fund will have the ability to employ leverage to a greater extent than if the Fund were required to
segregate cash or readily marketable securities equal to the full notional value of such contracts. The use of leverage involves
certain risks. See
“
Risk Factors.
”
Unless the Fund has other cash or readily marketable securities to set aside, it cannot trade
assets set aside in connection with derivative contracts or special transactions without entering into an offsetting derivative
contract or terminating a special transaction. This may cause the Fund to miss favorable trading opportunities or to realize losses
on derivative contracts or special transactions. The Fund reserves the right to modify its asset segregation policies in the future to
comply with any changes in the positions articulated from time to time by the SEC and its staff.
Generally, special transactions do not cash-settle on a net basis. Consequently, with respect to special transactions, the Fund
will set aside cash or readily marketable securities with a value that equals or exceeds the Fund’s obligations.
Hedging
Hedging transactions are intended to reduce specific risks. For example, to protect the Fund against circumstances that would
normally cause the Fund’s portfolio securities to decline in value, the Fund may buy or sell a derivative contract that would
normally increase in value under the same circumstances. The Fund may also attempt to hedge by using combinations of
different derivative contracts, or derivative contracts and securities. The Fund’s ability to hedge may be limited by the costs of
the derivative contracts. The Fund may attempt to lower the cost of hedging by entering into transactions that provide only
limited protection, including transactions that: (1) hedge only a portion of its portfolio; (2) use derivative contracts that cover a
narrow range of circumstances; or (3) involve the sale of derivative contracts with different terms. Consequently, hedging
transactions will not eliminate risk even if they work as intended. In addition, hedging strategies are not always successful, and
could result in increased expenses and losses to the Fund.
Investment Ratings for Investment-Grade Securities
The Adviser will determine whether a security is investment grade based upon the credit ratings given by one or more
NRSROs. For example, Standard & Poor’s, an NRSRO, assigns ratings to investment-grade securities (AAA, AA, A and BBB
including modifiers, sub-categories and gradations) based on their assessment of the likelihood of the issuer’s inability to pay
interest or principal (default) when due on each security. Lower credit ratings correspond to higher credit risk. If a security has
not received a rating, the Fund must rely entirely upon the Adviser’s credit assessment that the security is comparable to
investment grade. The presence of a ratings modifier, sub-category, or gradation (for example, a (+) or (-)) is intended to show
relative standing within the major rating categories and does not affect the security credit rating for purposes of the Fund’s
investment parameters. If a security is downgraded below the minimum quality grade discussed above, the Adviser will
reevaluate the security, but will not be required to sell it.
INTER-FUND BORROWING AND THIRD-PARTY LENDING ARRANGEMENTS
Inter-Fund Borrowing
The Securities and Exchange Commission (SEC) has granted an exemption that permits the Fund and all other funds
(
“
Federated Hermes funds
”
) advised by subsidiaries of Federated Hermes, Inc. (
“
Federated Hermes,
”
formerly, Federated
Investors, Inc.) to lend and borrow money for certain temporary purposes directly to and from other Federated Hermes funds.
Participation in this inter-fund lending program is voluntary for both borrowing and lending Federated Hermes funds, and an
inter-fund loan is only made if it benefits each participating Federated Hermes fund. Federated Hermes administers the program
according to procedures approved by the Fund’s Board, and the Board monitors the operation of the program. Any inter-fund
loan must comply with certain conditions set out in the exemption, which are designed to assure fairness and protect all
participating Federated Hermes funds.
For example, inter-fund lending is permitted only: (a) to meet shareholder redemption requests; (b) to meet commitments
arising from
“
failed
”
trades; and (c) for other temporary purposes. All inter-fund loans must be repaid in seven days or less. The
Fund’s participation in this program must be consistent with its investment policies and limitations, and must meet certain
percentage tests. Inter-fund loans may be made only when the rate of interest to be charged is more attractive to the lending
Federated Hermes fund than market-competitive rates on overnight repurchase agreements (
“
Repo Rate
”
)
and
more attractive to
the borrowing Federated Hermes fund than the rate of interest that would be charged by an unaffiliated bank for short-term
borrowings (
“
Bank Loan Rate
”
), as determined by the Board. The interest rate imposed on inter-fund loans is the average of the
Repo Rate and the Bank Loan Rate.
Third-Party Line of Credit
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 Fund, failed trades, payment of dividends, settlement of trades
and for other short-term, temporary or emergency general business purposes. The Fund cannot borrow under the LOC if an
inter-fund loan is outstanding. The Fund’s ability to borrow under the LOC also is subject to the limitations of the 1940 Act and
various conditions precedent that must be satisfied before the Fund can borrow. Loans under the LOC are charged interest at a
fluctuating rate per annum equal to the highest, on any day, of: (a) (i) the federal funds effective rate; (ii) the one-month London
Interbank Offered Rate (LIBOR), or a replacement rate as appropriate; and (iii) 0.0%; plus (b) a margin. Any fund eligible to
borrow under the LOC pays its pro rata share of an upfront fee, and its pro rata share of a commitment fee based on the amount
of the lenders’ commitment that has not been utilized, quarterly in arrears and at maturity. As of the date of this Statement of
Additional Information, there were no outstanding loans.
LIQUIDITY RISK MANAGEMENT PROGRAM
The Fund has adopted and implemented a written liquidity risk management program (LRMP) and related procedures to assess
and manage the liquidity risk of the Fund in accordance with Section 22(e) of the 1940 Act and Rule 22e-4 thereunder. The
Board has designated the Adviser, together with Federated Hermes, Inc.’s (
“
Federated Hermes,
”
formerly, Federated Investors,
Inc.) other affiliated registered investment advisory subsidiaries that serve as investment advisers to other Federated Hermes
funds, to collectively serve as the administrator of the LRMP and the related procedures (the
“
Administrator
”
). Rule 22e-4
defines
“
liquidity risk
”
as the risk that the Fund will be unable to meet requests to redeem shares issued by the Fund without
significant dilution of the remaining investors’ interests in the Fund. As a part of the LRMP, the Administrator is responsible for
classifying the liquidity of the Fund’s portfolio investments in accordance with Rule 22e-4. As part of the LRMP, the
Administrator is also responsible for assessing, managing and periodically reviewing the Fund’s liquidity risk, for making
periodic reports to the Board and the SEC regarding the liquidity of the Fund’s investments, and for notifying the Board and the
SEC of certain liquidity events specified in Rule 22e-4. The liquidity of the Fund’s portfolio investments is determined based on
relevant market, trading and investment-specific considerations under the LRMP.
Investment Risks
There are many risk factors which may affect an investment in the Fund. The Fund’s principal risks are described in its
Prospectus. The following information is either additional information in respect of a principal risk factor referenced in the
Prospectus or information in respect of a non-principal risk factor applicable to the Fund (in which case there is no related
disclosure in the Prospectus).
Risk of Investing in Derivative Contracts and Hybrid Instruments
The Fund’s exposure to derivative contracts and hybrid instruments (either directly or through its investment in another
investment company) involves risks different from, or possibly greater than, the risks associated with investing directly in
securities and other traditional investments. First, changes in the value of the derivative contracts and hybrid instruments in
which the Fund invests may not be correlated with changes in the value of the underlying Reference Instruments or, if they are
correlated, may move in the opposite direction than originally anticipated. Second, while some strategies involving derivatives
may reduce the risk of loss, they may also reduce potential gains or, in some cases, result in losses by offsetting favorable price
movements in portfolio holdings. Third, there is a risk that derivative contracts and hybrid instruments may be erroneously priced
or improperly valued and, as a result, the Fund may need to make increased cash payments to the counterparty. Fourth, exposure
to derivative contracts and hybrid instruments may have tax consequences to the Fund and its shareholders. For example,
derivative contracts and hybrid instruments may cause the Fund to realize increased ordinary income or short-term capital gains
(which are treated as ordinary income for Federal income tax purposes) and, as a result, may increase taxable distributions to
shareholders. In addition, under certain circumstances certain derivative contracts and hybrid instruments may cause the Fund to:
(a) incur an excise tax on a portion of the income related to those contracts and instruments; and/or (b) reclassify, as a return of
capital, some or all of the distributions previously made to shareholders during the fiscal year as dividend income. Fifth, a
common provision in OTC derivative contracts permits the counterparty to terminate any such contract between it and the Fund,
if the value of the Fund’s total net assets declines below a specified level over a given time period. Factors that may contribute to
such a decline (which usually must be substantial) include significant shareholder redemptions and/or a marked decrease in the
market value of the Fund’s investments. Any such termination of the Fund’s OTC derivative contracts may adversely affect the
Fund (for example, by increasing losses and/or costs, and/or preventing the Fund from fully implementing its investment
strategies). Sixth, the Fund may use a derivative contract to benefit from a decline in the value of a Reference Instrument. If the
value of the Reference Instrument declines during the term of the contract, the Fund makes a profit on the difference (less any
payments the Fund is required to pay under the terms of the contract). Any such strategy involves risk. There is no assurance that
the Reference Instrument will decline in value during the term of the contract and make a profit for the Fund. The Reference
Instrument may instead appreciate in value creating a loss for the Fund. Seventh, a default or failure by a CCP or an FCM (also
sometimes called a
“
futures broker
”
), or the failure of a contract to be transferred from an Executing Dealer to the FCM for
clearing, may expose the Fund to losses, increase its costs, or prevent the Fund from entering or exiting derivative positions,
accessing margin or fully implementing its investment strategies. The central clearing of a derivative and trading of a contract
over a SEF could reduce the liquidity in, or increase costs of entering into or holding, any contracts. Finally, derivative contracts
and hybrid instruments may also involve other risks described herein or in the Fund’s prospectus, such as stock market, interest
rate, credit, currency, liquidity and leverage risks.
Risk Associated with the Investment Activities of Other Accounts
Investment decisions for the Fund are made independently from those of other accounts managed by the Adviser and accounts
managed by affiliates of the Adviser. Therefore, it is possible that investment-related actions taken by such other accounts could
adversely impact the Fund with respect to, for example, the value of Fund portfolio holdings and/or prices paid to or received by
the Fund on its portfolio transactions and/or the Fund’s ability to obtain or dispose of portfolio securities. Related considerations
are discussed elsewhere in this SAI under
“
Brokerage Transactions and Investment Allocation.
”
LIBOR Risk
Certain derivatives or debt securities, or other financial instruments in which the Fund may invest, as well as the Fund’s
committed, revolving line of credit agreement, utilize or may utilize in the future the London Interbank Offered Rate (LIBOR) as
the reference or benchmark rate for interest rate calculations. LIBOR is a measure of the average interest rate at which major
global banks can borrow from one another. It is quoted in multiple currencies and tenors using data reported by a panel of
private-sector banks. Following allegations of rate manipulation in 2012 and concerns regarding its thin liquidity, the use of
LIBOR came under increasing pressure, and in July 2017, the U.K. Financial Conduct Authority, which regulates LIBOR,
announced that it will stop encouraging banks to provide the quotations needed to sustain LIBOR after 2021. This may cause
LIBOR to cease to be published. LIBOR panel banks have agreed to submit quotations to LIBOR through the end of 2021.
Before then, it is expected that market participants will transition to the use of different reference or benchmark rates. However,
there is currently no definitive information regarding the future utilization of LIBOR or of any particular replacement rate.
Regulators have suggested alternative reference rates, but global consensus is lacking and the process for amending existing
contracts or instruments to transition away from LIBOR remains unclear.
While it is expected that market participants will amend financial instruments referencing LIBOR to include fallback
provisions and other measures that contemplate the discontinuation of LIBOR or other similar market disruption events, neither
the effect of the transition process nor the viability of such measures is known. While market participants have begun
transitioning away from LIBOR, there are obstacles to converting certain longer term securities and transactions to a new
benchmark or benchmarks. The effectiveness of multiple alternative reference rates as opposed to one primary reference rate has
not been determined. The effectiveness of alternative reference rates used in new or existing financial instruments and products
has also not yet been determined. As market participants transition away from LIBOR, LIBOR’s usefulness may deteriorate,
which could occur prior to the end of 2021. The transition process may lead to increased volatility and illiquidity in markets that
currently rely on LIBOR to determine interest rates. LIBOR’s deterioration may adversely affect the liquidity and/or market
value of securities that use LIBOR as a benchmark interest rate, including securities and other financial instruments held by the
Fund. Further, the utilization of an alternative reference rate, or the transition process to an alternative reference rate, may
adversely affect the Fund’s performance.
Cybersecurity Risk
Like other funds and business enterprises, Federated Hermes’ business relies on the security and reliability of information and
communications technology, systems and networks. Federated Hermes uses digital technology, including, for example,
networked systems, email and the Internet, to conduct business operations and engage clients, customers, employees, products,
accounts, shareholders, and relevant service providers, among others. Federated Hermes, as well as its funds and certain service
providers, also generate, compile and process information for purposes of preparing and making filings or reports to
governmental agencies, and a cybersecurity attack or incident that impacts that information, or the generation and filing
processes, may prevent required regulatory filings and reports from being made. The use of the Internet and other electronic
media and technology exposes the Fund, the Fund’s shareholders, and the Fund’s service providers, and their respective
operations, to potential risks from cybersecurity attacks or incidents (collectively,
“
cyber-events
”
).
Cyber-events can result from intentional (or deliberate) attacks or unintentional events by insiders or third parties, including
cybercriminals, competitors, nation-states and
“
hacktivists,
”
among others. Cyber-events may include, for example, phishing, use
of stolen access credentials, unauthorized access to systems, networks or devices (such as, for example, through
“
hacking
”
activity), structured query language attacks, infection from or spread of malware, ransomware, computer viruses or other
malicious software code, corruption of data, and attacks (including, but not limited to, denial of service attacks on websites)
which shut down, disable, slow, impair or otherwise disrupt operations, business processes, technology, connectivity or website
or internet access, functionality or performance. Like other funds and business enterprises, the Fund and its service providers
have experienced, and will continue to experience, cyber-events on a daily basis. In addition to intentional cyber-events,
unintentional cyber-events can occur, such as, for example, the inadvertent release of confidential information. To date,
cyber-events have not had a material adverse effect on the Fund’s business operations or performance.
Cyber-events can affect, potentially in a material way, Federated Hermes’ relationships with its customers, employees,
products, accounts, shareholders and relevant service providers. Any cyber-event could adversely impact the Fund and its
shareholders and cause the Fund to incur financial loss and expense, as well as face exposure to regulatory penalties, reputational
damage and additional compliance costs associated with corrective measures. A cyber-event may cause the Fund, or its service
providers, to lose proprietary information, suffer data corruption, lose operational capacity (such as, for example, the loss of the
ability to process transactions, calculate the Fund’s NAV, or allow shareholders to transact business or other disruptions to
operations), and/or fail to comply with applicable privacy and other laws. Among other potentially harmful effects, cyber-events
also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support the
Fund and its service providers. In addition, cyber-events affecting issuers in which the Fund invests could cause the Fund’s
investments to lose value.
The Fund’s Adviser and its relevant affiliates have established risk management systems reasonably designed to seek to reduce
the risks associated with cyber-events. The Fund’s Adviser employs various measures aimed at mitigating cybersecurity risk,
including, among others, use of firewalls, system segmentation, system monitoring, virus scanning, periodic penetration testing,
employee phishing training and an employee cybersecurity awareness campaign. Among other vendor management efforts,
Federated Hermes also conducts due diligence on key service providers (or vendors) relating to cybersecurity. Federated Hermes
has established a committee to oversee Federated Hermes’ information security and data governance efforts, and updates on
cyber-events and risks are reviewed with relevant committees, as well as Federated Hermes’ and the Fund’s Boards of Directors
or Trustees (or a committee thereof), on a periodic (generally quarterly) basis (and more frequently when circumstances warrant)
as part of risk management oversight responsibilities. However, there is no guarantee that the efforts of Federated Hermes, the
Fund’s Adviser or its affiliates, or other service providers, will succeed, either entirely or partially as there are limits on Federated
Hermes’ and the Fund’s ability to prevent, detect or mitigate cyber-events. Among other reasons, the cybersecurity landscape is
constantly evolving, the nature of malicious cyber-events is becoming increasingly sophisticated and the Fund’s Adviser, and its
relevant affiliates, cannot control the cyber systems and cybersecurity systems of issuers or third-party service providers.
Investment Objective (and Policies) and Investment Limitations
The Fund’s investment objective is to provide long-term capital appreciation. The investment objective may be changed by the
Fund’s Board without shareholder approval.
The Fund will seek to achieve its investment objective by investing primarily in equity and/or equity-related securities of, or
relating to, small and mid-capitalization companies domiciled in the U.S., or companies that derive a large proportion of their
income from U.S. activities, that are quoted or traded on regulated markets worldwide (primarily in the U.S. or Canada) as well
as component securities of the Russell 2500 Index. The Russell 2500 Index measures the performance of the 2,500 smallest
companies in the Russell 3000 Index.
The Fund is actively managed by the Adviser. The Fund may, from time to time, determine to include information in its
marketing materials in relation to the performance of an index or benchmark. For the avoidance of doubt the Fund’s objective is
not to track the performance of an index or benchmark. The Fund does not charge any performance fees and, accordingly, no fees
are paid to the Adviser on the basis of outperformance of an index or benchmark.
Investment limitations
Diversification
With respect to securities comprising 75% of the value of its total assets, the Fund will not purchase securities of any one
issuer (other than cash; cash items; securities issued or guaranteed by the government of the United States or its agencies or
instrumentalities and repurchase agreements collateralized by such U.S. government securities; and securities of other investment
companies) if, as a result, more than 5% of the value of its total assets would be invested in the securities of that issuer, or the
Fund would own more than 10% of the outstanding voting securities of that issuer.
Concentration
The Fund will not make investments that will result in the concentration of its investments in the securities of issuers primarily
engaged in a particular industry or group of industries. For purposes of this restriction, the term concentration has the meaning set
forth in the Investment Company Act of 1940 (
“
1940 Act
”
), any rule or order thereunder, or any SEC staff interpretation thereof.
Government securities and municipal securities will not be deemed to constitute an industry.
Underwriting
The Fund may not underwrite the securities of other issuers, except that the Fund may engage in transactions involving the
acquisition, disposition or resale of its portfolio securities, under circumstances where it may be considered to be an underwriter
under the Securities Act of 1933.
Investing in Commodities
The Fund may not purchase or sell physical commodities, provided that the Fund may purchase securities of companies that
deal in commodities. For purposes of this restriction, investments in transactions involving futures contracts and options, forward
currency contracts, swap transactions and other financial contracts that settle by payment of cash are not deemed to be
investments in commodities.
Investing in Real Estate
The Fund may not purchase or sell real estate, provided that this restriction does not prevent the Fund from investing in issuers
which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured
by real estate or interests therein. The Fund may exercise its rights under agreements relating to such securities, including the
right to enforce security interests and to hold real estate acquired by reason of such enforcement until that real estate can be
liquidated in an orderly manner.
Borrowing Money and Issuing Senior Securities
The Fund may borrow money, directly or indirectly, and issue senior securities to the maximum extent permitted under the
1940 Act, any rule or order there under, or any SEC staff interpretation thereof.
Lending
The Fund may not make loans, provided that this restriction does not prevent the Fund from purchasing debt obligations,
entering into repurchase agreements, lending its assets to broker/dealers or institutional investors and investing in loans,
including assignments and participation interests.
The above limitations cannot be changed unless authorized by the Board and by the vote of a majority of the Fund’s
outstanding voting securities, as defined by the 1940 Act, which means the lesser of (a) 67% of the shares of the Fund
present or represented by proxy at a meeting if the holders of more than 50% of the outstanding shares are present or
represented at the meeting or (b) more than 50% of the outstanding shares of the Fund. The following limitations,
however, may be changed by the Board without shareholder approval. Shareholders will be notified before any material
change in these limitations becomes effective.
Illiquid Securities
The Fund will not purchase securities for which there is no readily available market, or enter into repurchase agreements or
purchase time deposits that the Fund cannot dispose of within seven days, if immediately after and as a result, the value of such
securities would exceed, in the aggregate, 15% of the Fund’s net assets.
Purchases on Margin
The Fund will not purchase securities on margin, provided that the Fund may obtain short-term credits necessary for the
clearance of purchases and sales of securities and further provided that the Fund may make margin deposits in connection with its
use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or
derivative instruments.
Pledging Assets
The Fund will not mortgage, pledge or hypothecate any of its assets, provided that this shall not apply to the transfer of
securities in connection with any permissible borrowing or to collateral arrangements in connection with permissible activities.
Non-Fundamental Names Rule Policy
The Fund will invest its assets so that, under normal circumstances, at least 80% of its net assets (plus any borrowing for
investment purposes) are invested in equity securities of small to mid-capitalization (
“
SMID
”
) companies. The Fund will notify
shareholders at least 60 days in advance of any change in its investment policy that would enable the Fund to invest, under
normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in equity securities of
SMID companies.
For purposes of this limitation, small to mid-capitalization companies will normally be defined as companies with market
capitalizations similar to the constituents of the Russell 2500 Index. As of June 30, 2020, the capitalization of companies
included in the Russell 2500 Index ranged from approximately $14 million to $14.3 billion.
Additional Information
For purposes of the above limitations, the Fund considers certificates of deposit and demand and time deposits issued by a
U.S. branch of a domestic bank or savings association having capital, surplus, and undivided profits in excess of $100,000,000 at
the time of investment to be
“
cash items
”
and
“
bank instruments.
”
Except with respect to borrowing money, if a percentage
limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or
net assets will not result in a violation of such limitation.
In applying the concentration restriction: (a) utility companies will be divided according to their services (for example, gas, gas
transmission, electric and telephone will be considered a separate industry); (b) financial service companies will be classified
according to the end users of their services (for example, automobile finance, bank finance and diversified finance will each be
considered a separate industry); (c) asset-backed securities will be classified according to the underlying assets securing such
securities; (d) municipal securities shall exclude private activity municipal debt securities, which are principally backed by the
assets and revenues of the non-governmental user of the funds generated by securities issuance; and (e) the Fund will typically
consider (i.e., look through to) the concentration of an investment company in which it invests only if that investment company is
itself a concentrated portfolio.
To conform to the current view of the SEC that only domestic bank deposit instruments may be excluded from industry
concentration limitations, as a matter of non-fundamental policy, the Fund will not exclude foreign bank instruments from
industry concentration limitations so long as the policy of the SEC remains in effect. In addition, investments in bank
instruments, and investments in certain industrial development bonds funded by activities in a single industry, will be deemed to
constitute investment in an industry, except when held for temporary defensive purposes. The investment of more than 25% of
the value of the Fund’s total assets in any one industry will constitute
“
concentration.
”
For purposes of the above limitations, municipal securities are those securities issued by governments or political subdivisions
of governments.
In applying the borrowing limitation, in accordance with Section 18(f)(1) of the 1940 Act and current SEC rules and guidance,
the Fund is permitted to borrow money, directly or indirectly, provided that immediately after any such borrowing, the Fund has
asset coverage of at least 300% for all of the Fund’s borrowings and provided further that in the event that such asset coverage
shall at any time fall below 300% the Fund shall, within three business days, reduce the amount of its borrowings to an extent
that the asset coverage of such borrowings shall be at least 300%.
As a matter of non-fundamental policy, for purposes of the illiquid securities policy, illiquid securities are securities that the
Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the
sale or disposition significantly changing the market value of the investment.
In applying the Names Rule Policy, the Fund will not consider convertible securities to be equity securities for the purposes of
determining whether at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) are invested in
equity investments.
What Do Shares Cost?
Determining Market Value of Securities
A Share’s net asset value (NAV) is determined as of the end of regular trading on the New York Stock Exchange (NYSE)
(normally 4:00 p.m. Eastern time) each day the NYSE is open. The Fund calculates the NAV of each class by valuing the assets
allocated to the Share’s class, subtracting the liabilities allocated to each class and dividing the balance by the number of Shares
of the class outstanding. The NAV for each class of Shares may differ due to the level of expenses allocated to each class as well
as a result of the variance between the amount of accrued investment income and capital gains or losses allocated to each class
and the amount actually distributed to shareholders of each class. The NAV is calculated to the nearest whole cent per Share.
In calculating its NAV, the Fund generally values investments as follows:
■
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.
If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, if the Fund
cannot obtain price evaluations from a pricing service or from more than one dealer for an investment within a reasonable period
of time as set forth in the Fund’s valuation policies and procedures, or if information furnished by a pricing service, in the
opinion of the Valuation Committee, is deemed not representative of the fair value of such security, the Fund will use the fair
value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund
could purchase or sell an investment at the price used to calculate the Fund’s NAV. The Fund will not use a pricing service or
dealer who is an affiliated person of the Adviser to value investments.
Noninvestment assets and liabilities are valued in accordance with U.S. Generally Accepted Accounting Principles (GAAP).
The NAV calculation includes expenses, dividend income, interest income, other income and realized and unrealized investment
gains and losses through the date of the calculation. Changes in holdings of investments and in the number of outstanding Shares
are included in the calculation not later than the first business day following such change. Any assets or liabilities denominated in
foreign currencies are converted into U.S. dollars using an exchange rate obtained from one or more currency dealers.
The Fund follows procedures that are common in the mutual fund industry regarding errors made in the calculation of its
NAV. This means that, generally, the Fund will not correct errors of less than one cent per Share or errors that did not result in
net dilution to the Fund.
Fair Valuation and Significant Events Procedures
The Board has ultimate responsibility for determining the fair value of investments for which market quotations are not readily
available. The Board has appointed a Valuation Committee comprised of officers of the Fund, the Adviser and certain of the
Adviser’s affiliated companies to assist in determining fair value and in overseeing the calculation of the NAV. The Board has
also authorized the use of pricing services recommended by the Valuation Committee to provide price evaluations of the current
fair value of certain investments for purposes of calculating the NAV.
Pricing Service Valuations.
Based on the recommendations of the Valuation Committee, the Board has authorized the Fund,
subject to Board oversight, to use pricing services that provide daily fair value evaluations of the current value of certain
investments, primarily fixed-income securities and OTC derivatives contracts. Different pricing services may provide different
price evaluations for the same security because of differences in their methods of evaluating market values. Factors considered by
pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity,
call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers and
general market conditions. A pricing service may find it more difficult to apply these and other factors to relatively illiquid or
volatile investments, which may result in less frequent or more significant changes in the price evaluations of these investments.
If a pricing service determines that it does not have sufficient information to use its standard methodology, it may evaluate an
investment based on the present value of what investors can reasonably expect to receive from the issuer’s operations
or liquidation.
Special valuation considerations may apply with respect to the Fund’s
“
odd-lot
”
positions, if any, as the Fund may receive
lower prices when it sells such positions than it would receive for sales of institutional round lot positions. Typically, these
securities are valued assuming orderly transactions of institutional round lot sizes, but the Fund may hold or, from time to time,
transact in such securities in smaller, odd lot sizes.
The Valuation Committee engages in oversight activities with respect to the Fund’s pricing services, which includes, among
other things, monitoring significant or unusual price fluctuations above predetermined tolerance levels from the prior day,
back-testing of pricing services’ prices against actual sale transactions, conducting periodic due diligence meetings and reviews,
and periodically reviewing the inputs, assumptions and methodologies used by these pricing services. If information furnished by
a pricing service is not readily available or, in the opinion of the Valuation Committee, is deemed not representative of the fair
value of such security, the security will be fair valued by the Valuation Committee in accordance with procedures established by
the Trustees as discussed below in
“
Fair Valuation Procedures.
”
Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a
“
bid
”
evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid
and asked for the investment (a
“
mid
”
evaluation). The Fund normally uses bid evaluations for any U.S. Treasury and Agency
securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for any other types of
fixed-income securities and any OTC derivative contracts.
Fair Valuation Procedures.
The Board has established procedures for determining the fair value of investments for which
price evaluations from pricing services or dealers and market quotations are not readily available. The procedures define an
investment’s
“
fair value
”
as the price that the Fund might reasonably expect to receive upon its current sale. The procedures
assume that any sale would be made to a willing buyer in the ordinary course of trading. The procedures require consideration of
factors that vary based on the type of investment and the information available. Factors that may be considered in determining an
investment’s fair value include: (1) the last reported price at which the investment was traded; (2) information provided by
dealers or investment analysts regarding the investment or the issuer; (3) changes in financial conditions and business prospects
disclosed in the issuer’s financial statements and other reports; (4) publicly announced transactions (such as tender offers and
mergers) involving the issuer; (5) comparisons to other investments or to financial indices that are correlated to the investment;
(6) with respect to fixed-income investments, changes in market yields and spreads; (7) with respect to investments that have
been suspended from trading, the circumstances leading to the suspension; and (8) other factors that might affect the
investment’s value.
The Valuation Committee is responsible for the day-to-day implementation of these procedures subject to Board oversight.
The Valuation Committee may also authorize the use of a financial valuation model to determine the fair value of a specific type
of investment. The Board periodically reviews and approves the fair valuations made by the Valuation Committee and any
changes made to the procedures.
Using fair value to price investments may result in a value that is different from an investment’s most recent closing price and
from the prices used by other mutual funds to calculate their NAVs. The application of the fair value procedures to an investment
represent a good faith determination of an investment’s fair value. There can be no assurance that the Fund could obtain the fair
value assigned to an investment if it sold the investment at approximately the time at which the Fund determines its NAV per
share, and the actual value could be materially different.
Significant Events.
The Board has adopted procedures requiring an investment to be priced at its fair value whenever the
Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the
price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered
significant if there is both an affirmative expectation that the investment’s value will change in response to the event and a
reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of
the principal market on which a security is traded, or the time of a price evaluation provided by a pricing service or a
dealer, include:
■
With respect to securities traded principally in foreign markets, significant trends in U.S. equity markets or in the trading of
foreign securities index futures contracts;
■
Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities
are traded; and
■
Announcements concerning matters such as acquisitions, recapitalizations or litigation developments, or a natural disaster
affecting the issuer’s operations or regulatory changes or market developments affecting the issuer’s industry.
The Board has adopted procedures whereby the Valuation Committee uses a pricing service to provide factors to update the
fair value of equity securities traded principally in foreign markets from the time of the close of their respective foreign stock
exchanges to the pricing time of the Fund. The pricing service uses models that correlate changes between the closing and
opening price of equity securities traded primarily in non-U.S. markets to changes in prices in U.S.-traded securities and
derivative contracts. The pricing service seeks to employ the model that provides the most significant correlation based on a
periodic review of the results. The model uses the correlation to adjust the reported closing price of a foreign equity security
based on information available up to the close of the NYSE.
For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing
sources. If a reliable alternative pricing source is not available, the fair value of the investment is determined using the methods
discussed above in
“
Fair Valuation Procedures.
”
The Board has ultimate responsibility for any fair valuations made in response
to a significant event.
How is the Fund Sold?
Under the Distributor’s Contract with the Fund, the Distributor (
“
Federated Securities Corp.
”
) offers Shares on a continuous,
best-efforts basis.
Rule 12b-1 Plan (A & C Classes)
As a compensation-type plan, the Rule 12b-1 Plan is designed to pay the Distributor for activities principally intended to result
in the sale of Shares such as advertising and marketing of Shares (including printing and distributing prospectuses and sales
literature to prospective shareholders and financial intermediaries) and providing incentives to financial intermediaries to sell
Shares. The Plan is also designed to cover the cost of administrative services performed in conjunction with the sale of Shares,
including, but not limited to, shareholder services, recordkeeping services and educational services, as well as the costs of
implementing and operating the Plan. The Rule 12b-1 Plan allows the Distributor to contract with financial intermediaries to
perform activities covered by the Plan. The Rule 12b-1 Plan is expected to benefit the Fund in a number of ways. For example, it
is anticipated that the Plan will help the Fund attract and retain assets, thus providing cash for orderly portfolio management and
Share redemptions and possibly helping to stabilize or reduce other operating expenses.
In addition, the Plan is integral to the multiple class structure of the Fund, which promotes the sale of Shares by providing a
range of options to investors. The Fund’s service providers that receive asset-based fees also benefit from stable or increasing
Fund assets.
The Fund may compensate the Distributor more or less than its actual marketing expenses. In no event will the Fund pay for
any expenses of the Distributor that exceed the maximum Rule 12b-1 Plan fee.
The maximum Rule 12b-1 Plan fee that can be paid in any one year may not be sufficient to cover the marketing-related
expenses the Distributor has incurred. Therefore, it may take the Distributor a number of years to recoup these expenses.
Regarding the Fund’s A class, the A class of the Fund currently does not accrue, pay or incur any Rule 12b-1 Plan fee,
although the Board of Trustees has adopted a Plan that permits the A class of the Fund to accrue, pay and incur a Rule 12b-1 Plan
fee of up to a maximum amount of 0.05%, or some lesser amount as the Board of Trustees shall approve from time to time. The
A class of the Fund will not accrue, pay or incur such Rule 12b-1 Plan fees until such time as approved by the Fund’s Board
of Trustees.
Additional Payments To Financial Intermediaries
A & C Classes Only
The Distributor may pay out of its own resources amounts to certain financial intermediaries, including broker-dealers, banks,
registered investment advisers, independent financial planners and retirement plan administrators. In some cases, such payments
may be made by, or funded from the resources of, companies affiliated with the Distributor (including the Adviser). While
Financial Industry Regulatory Authority, Inc. (FINRA) regulations limit the sales charges that you may bear, there are no limits
with regard to the amounts that the Distributor may pay out of its own resources. In addition to the payments which are generally
described herein and in the Prospectus, the financial intermediary also may receive payments under the Rule 12b-1 Plan and/or
Service Fees. In connection with these payments, the financial intermediary may elevate the prominence or profile of the Fund
and/or other Federated Hermes funds within the financial intermediary’s organization by, for example, placement on a list of
preferred or recommended funds and/or granting the Distributor preferential or enhanced opportunities to promote the funds in
various ways within the financial intermediary’s organization. The same financial intermediaries may receive payments under
more than one or all categories. These payments assist in the Distributor’s efforts to support the sale of Shares. These payments
are negotiated and may be based on such factors as: the number or value of Shares that the financial intermediary sells or may
sell; the value of client assets invested; the level and types of services or support furnished by the financial intermediary; or the
Fund’s and/or other Federated Hermes funds’ relationship with the financial intermediary. Not all financial intermediaries receive
such payments and the amount of compensation may vary by intermediary. You should ask your financial intermediary for
information about any payments it receives from the Distributor or the Federated Hermes funds and any services it provides, as
well as the fees and/or commissions it charges.
The categories of additional payments are described below.
Supplemental Payments
The Distributor may make supplemental payments to certain financial intermediaries that are holders or dealers of record for
accounts in one or more of the Federated Hermes funds. These payments may be based on such factors as: the number or value of
Shares the financial intermediary sells or may sell; the value of client assets invested; or the type and nature of services or
support furnished by the financial intermediary.
Processing Support Payments
The Distributor may make payments to certain financial intermediaries that sell Federated Hermes fund shares to help offset
their costs associated with client account maintenance support, statement processing and transaction processing. The types of
payments that the Distributor may make under this category include: payment of ticket charges on a per-transaction basis;
payment of networking fees; and payment for ancillary services such as setting up funds on the financial intermediary’s mutual
fund trading system.
Retirement Plan Program Servicing Payments
The Distributor may make payments to certain financial intermediaries who sell Federated Hermes fund shares through
retirement plan programs. A financial intermediary may perform retirement plan program services itself or may arrange with a
third party to perform retirement plan program services. In addition to participant recordkeeping, reporting or transaction
processing, retirement plan program services may include: services rendered to a plan in connection with fund/investment
selection and monitoring; employee enrollment and education; plan balance rollover or separation; or other similar services.
Marketing Support Payments
From time to time, the Distributor, at its expense, may provide additional compensation to financial intermediaries that sell or
arrange for the sale of Shares. Such compensation, provided by the Distributor, may include financial assistance to financial
intermediaries that enable the Distributor to participate in or present at conferences or seminars, sales or training programs for
invited registered representatives and other employees, client entertainment, client and investor events and other financial
intermediary-sponsored events. The Distributor may also provide additional compensation to financial intermediaries for services
rendered in connection with technology and programming set-up, platform development and maintenance or similar services and
for the provision of sales-related data to the Adviser and/orits affiliates.
The Distributor also may hold or sponsor, at its expense, sales events, conferences and programs for employees or associated
persons of financial intermediaries and may pay the travel and lodging expenses of attendees. The Distributor also may provide,
at its expense, meals and entertainment in conjunction with meetings with financial intermediaries. Other compensation may be
offered to the extent not prohibited by applicable federal or state law or regulations, or the rules of any self-regulatory agency,
such as FINRA. These payments may vary depending on the nature of the event or the relationship.
For the year ended December 31, 2019, the following is a list of FINRA member firms that received additional payments from
the Distributor or an affiliate. Additional payments may also be made to certain other financial intermediaries that are not FINRA
member firms that sell Federated Hermes fund shares or provide services to the Federated Hermes funds and shareholders. These
firms are not included in this list. Any additions, modifications or deletions to the member firms identified in this list that have
occurred since December 31,2019, are not reflected. You should ask your financial intermediary for information about any
additional payments it receives from the Distributor.
Access Point, LLC
ADP Broker-Dealer, Inc.
American Enterprise Investment Services Inc.
American Portfolios Advisors Inc.
Ascensus Broker Dealer Services LLC
Avantax Investment Services, Inc.
Banc of America Investment Services, Inc.
BB&T Securities, LLC
BBVA Securities Inc.
BMO Harris Financial Advisors, Inc.
Broadridge Business Process Outsourcing, LLC
Brown Brothers Harriman & Company
Cadaret, Grant & Co., Inc.
Caitlin John, LLC
Calton & Associates, Inc.
Cambridge Financial Group, Inc.
Castle Rock Wealth Management, LLC
CBIZ Financial Solutions, Inc.
Cetera Advisor Networks LLC
Cetera Advisors LLC
Cetera Financial Specialists LLC
Cetera Investment Advisers LLC
Cetera Investment Services LLC
Charles Schwab & Company, Inc.
Citigroup Global Markets Inc.
Citizens Securities, Inc.
Comerica Securities, Inc.
Commonwealth Financial Network
Concord Wealth Partners
CVAGS, Inc.
D.A. Davidson & Co.
Davenport & Company LLC
David Lerner Associates, Inc.
Deutsche Bank Securities Inc.
E*Trade Securities LLC
Edward D. Jones & Co., LP
Emerald Advisors, LLC
Envestnet Asset Management, Inc.
Epic Advisors Inc.
ESL Investment Services, LLC
FBL Marketing Services, LLC
Fidelity Investments Institutional Operations
Company, Inc. (FIIOC)
Fiducia Group, LLC
Fieldpoint Private Securities, LLC
Fifth Third Securities, Inc.
FIS Brokerage & Securities Services LLC
Folger Nolan Fleming Douglas Incorporated
Franklin/Templeton Distributors, Inc.
FSC Securities Corporation
Gitterman Wealth Management LLC
Goldman Sachs & Co. LLC
Great-West Life & Annuity Insurance Company
GWFS Equities, Inc.
Hancock Whitney Investment Services, Inc.
Hefren-Tillotson Inc.
Henderson Global Investors Limited
HighTower Securities, LLC
Hilltop Securities Inc.
The Huntington Investment Company
Independent Financial Group, LLC
Industrial and Commercial Bank of China
Financial Services LLC
Infinex Investments, Inc.
Institutional Cash Distributors, LLC
INTL FCStone Financial Inc.
J.J.B. Hilliard, W.L. Lyons, LLC
J.P. Morgan Securities LLC
Janney Montgomery Scott LLC
Kestra Investment Services, LLC
Key Investment Services, LLC
KeyBanc Capital Markets, Inc.
KMS Financial Services, Inc.
Laidlaw Wealth Management LLC
Lincoln Financial Securities Corporation
Lincoln Investment Planning, LLC
LPL Financial LLC
M Holdings Securities, Inc.
M&T Securities Inc.
Materetsky Financial Group
Mercer Global Advisors Inc.
Merrill Lynch, Pierce, Fenner and Smith Incorporated
Mid Atlantic Capital Corp.
MML Investors Services, LLC
Morgan Stanley Smith Barney LLC
National Financial Services LLC
Nationwide Investment Services Corporation
NBC Securities, Inc.
Newport Group, Inc.
Northwestern Mutual Investment Services, LLC
NYLIFE Distributors LLC
NYLIFE Securities LLC
Oneamerica Securities, Inc.
Open Range Financial Group, LLC
Oppenheimer & Company, Inc.
Paychex Securities Corp
Pensionmark Financial Group, LLC
People’s Securities, Inc.
Pershing LLC
Piper Jaffray & Co.
Pitcairn Trust Company
Planmember Securities Corporation
PNC Capital Markets, LLC
PNC Investments LLC
Principal Securities, Inc.
Private Client Services, LLC
Procyon Private Wealth Partners, LLC
Proequities, Inc.
Prudential Investment Management Services, LLC
Purshe Kaplan Sterling Investments
Raymond James & Associates, Inc.
Raymond James Financial Services, Inc.
RBC Capital Markets, LLC
Regal Investment Advisors LLC
Resources Investment Advisors, Inc.
Robert W. Baird & Co. Inc.
Royal Alliance Associates Inc.
SA Stone Wealth Management Inc.
SagePoint Financial, Inc.
Sageview Advisory Group, LLC
Securian Financial Services, Inc.
Securities America, Inc.
Securities Service Network, Inc.
Security Distributors LLC
Sentry Advisors, LLC
Sigma Financial Corporation
Spire Securities LLC
State Street Global Markets, LLC
Stephens Inc.
Stifel, Nicolaus & Company, Incorporated
Strategic Benefits Consultants, Inc.
Summit Financial Group, Inc.
Suntrust Investment Services, Inc.
Suntrust Robinson Humphrey, Inc.
TD Ameritrade, Inc.
Thrivent Investment Management, Inc.
TIAA CREF Individual & Institutional Services LLC
Towerpoint Wealth, LLC
Transamerica Financial Advisors, Inc.
Triad Advisors, LLC
U.S. Bancorp Investments, Inc.
UBS Financial Services Inc.
UBS Securities LLC
United Planners Financial Services of America
Valic Financial Advisors, Inc.
Valor Financial Securities LLC
The Vanguard Group, Inc.
Vanguard Marketing Corporation
Vining-Sparks IBG, Limited Partnership
Vision Financial Markets, LLC
Voya Financial Advisors, Inc.
Voya Financial Partners, LLC
Voya Retirement Advisors, LLC
The Wealth Enhancement Group, Inc.
Wells Fargo Clearing Services LLC
Wells Fargo Securities, LLC
Wintrust Investments, LLC
Woloshin Investment Management LLC
Woodbury Financial Services, Inc.
World Equity Group, Inc.
XML Financial, LLC
Purchases In-Kind
You may contact the Distributor to request a purchase of Shares using securities you own. The Fund reserves the right to
determine whether to accept your securities and the minimum market value to accept. The Fund will value your securities in the
same manner as it values its assets. An in-kind purchase may be treated as a sale of your securities for federal tax purposes;
please consult your tax adviser regarding potential tax liability.
Redemption In-Kind
Although the Fund generally intends to pay Share redemptions in cash, it reserves the right, on its own initiative or in response
to a shareholder request, to pay the redemption price in whole or in part by a distribution of the Fund’s portfolio securities.
Because the Fund has elected to be governed by Rule 18f-1 under the 1940 Act, the Fund is obligated to pay Share
redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1% of the net assets represented by such
Share class during any 90-day period.
Any Share redemption payment greater than this amount will also be in cash unless the Fund elects to pay all or a portion of
the remainder of the redemption in portfolio securities, valued in the same way as the Fund determines its NAV.
Redemption in-kind is not as liquid as a cash redemption. Shareholders receiving the portfolio securities could have difficulty
selling them, may incur related transaction costs and would be subject to risks of fluctuations in the securities’ values prior
to sale.
Delaware Statutory Trust Law
The Fund is an organization of the type commonly known as a
“
Delaware statutory trust.
”
The Fund’s Declaration of Trust
provides that the Trustees and officers of the Fund, in their capacity as such, will not be personally liable for errors of judgment
or mistakes of fact or law; but nothing in the Declaration of Trust protects a Trustee against any liability to the Fund or its
shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office. Voting rights are not cumulative, which means that the holders of
more than 50% of the Shares voting for the election of Trustees can elect 100% of the Trustees and, in such event, the holders of
the remaining less than 50% of the Shares voting on the matter will not be able to elect any Trustees.
In the unlikely event a shareholder is held personally liable for the Trust’s obligations, the Trust is required by the Declaration
of Trust to use its property to protect or compensate the shareholder. On request, the Trust will defend any claim made and pay
any judgment against a shareholder for any act or obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder will occur only if the Trust itself cannot meet its obligations to indemnify shareholders and pay judgments
against them.
Account and Share Information
Voting Rights
Each Share of the Fund gives the shareholder one vote in Trustee elections and other matters submitted to shareholders
for vote.
All Shares of the Trust have equal voting rights, except that in matters affecting only a particular Fund or class, only shares of
that Fund or class are entitled to vote.
Trustees may be removed by the Board or by shareholders at a special meeting. A special meeting of shareholders will be
called by the Board upon the written request of shareholders who own at least 10% of the Trust’s outstanding Shares of all series
entitled to vote.
As of October 7, 2020, the following shareholders owned of record, beneficially, or both, 5% or more of outstanding
Institutional Shares: Hermes Fund Managers Limited, London, United Kingdom owned approximately 50,000 Shares (19.86%);
FII Holdings, Inc., Pittsburgh, PA, owned approximately 200,000 Shares (79.45%).
Shareholders owning 25% or more of outstanding Shares may be in control and be able to affect the outcome of certain matters
presented for a vote of shareholders.
FII Holdings, Inc. is organized in the state of Delaware and is a subsidiary of Federated Hermes, Inc., organized in the
Commonwealth of Pennsylvania.
Tax Information
Federal Income Tax
The Fund intends to meet requirements of Subchapter M of the Internal Revenue Code (the
“
Code
”
) applicable to regulated
investment companies. If these requirements are not met, it will not receive special tax treatment and will be subject to federal
corporate income tax.
The Fund will be treated as a single, separate entity for federal income tax purposes so that income earned and capital gains
and losses realized by the Trust’s other portfolios will be separate from those realized by the Fund.
Tax Basis Information
The Fund’s Transfer Agent is required to provide you with the cost basis information on the sale of any of your Shares in the
Fund, subject to certain exceptions.
Foreign Investments
If the Fund purchases foreign securities, its investment income may be subject to foreign withholding or other taxes that could
reduce the return on these securities. Tax treaties between the United States and foreign countries, however, may reduce or
eliminate the amount of foreign taxes to which the Fund would be subject. The effective rate of foreign tax cannot be predicted
since the amount of Fund assets to be invested within various countries is uncertain. However, the Fund intends to operate so as
to qualify for treaty-reduced tax rates when applicable.
Distributions from the Fund may be based on estimates of book income for the year. Book income generally consists solely of
the income generated by the securities in the portfolio, whereas tax-basis income includes, in addition, gains or losses attributable
to currency fluctuation. Due to differences in the book and tax treatment of fixed-income securities denominated in foreign
currencies, it is difficult to project currency effects on an interim basis. Therefore, to the extent that currency fluctuations cannot
be anticipated, a portion of distributions to shareholders could later be designated as a return of capital, rather than income, for
income tax purposes, which may be of particular concern to certain trusts.
Certain foreign corporations may qualify as Passive Foreign Investment Companies (PFIC). There are special rules prescribing
the tax treatment of such an investment by the Fund, which could subject the Fund to federal income tax.
If more than 50% of the value of the Fund’s assets at the end of the tax year is represented by stock or securities of foreign
corporations, the Fund will qualify for certain Code provisions that allow its shareholders to claim a foreign tax credit or
deduction on their U.S. income tax returns. The Code may limit a shareholder’s ability to claim a foreign tax credit. Shareholders
who elect to deduct their portion of the Fund’s foreign taxes rather than take the foreign tax credit must itemize deductions on
their income tax returns.
Who Manages and Provides Services to the Fund?
Board of Trustees
The Board of Trustees is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except
those reserved for the shareholders. The following tables give information about each Trustee and the senior officers of the Fund.
Where required, the tables separately list Trustees who are
“
interested persons
”
of the Fund (i.e.,
“
Interested
”
Trustees) and those
who are not (i.e.,
“
Independent
”
Trustees). Unless otherwise noted, the address of each person listed is 1001 Liberty Avenue,
Pittsburgh, PA 15222-3779. The address of all Independent Trustees listed is 4000 Ericsson Drive, Warrendale, PA 15086-7561;
Attention: Mutual Fund Board. As of December 31, 2019, the Trust comprised 11 portfolios, and the Federated Hermes Complex
consisted of 41 investment companies (comprising 135 portfolios). Unless otherwise noted, each Officer is elected annually.
Unless otherwise noted, each Trustee oversees all portfolios in the Federated Hermes Complex and serves for an indefinite term.
As of October 7, 2020, the Fund’s Board and Officers as a group owned less than 1% of each class of the Fund’s outstanding
Institutional Shares.
qualifications of Independent Trustees
Individual Trustee qualifications are noted in the
“
Independent Trustees Background and Compensation
”
chart. In addition,
the following characteristics are among those that were considered for each existing Trustee and will be considered for any
Nominee Trustee.
■
Outstanding skills in disciplines deemed by the Independent Trustees to be particularly relevant to the role of Independent
Trustee and to the Federated 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.
interested Trustees Background and Compensation
Name
Birth Date
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)
|
Aggregate
Compensation
From Fund
(past fiscal year)
|
Total Compensation
From 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.
Previous Positions:
President, Federated Investment Counseling; President
and Chief Executive Officer, Federated Investment Management Company,
Federated Global Investment Management Corp. and Passport
Research, Ltd.; Chairman, Passport Research, Ltd.
|
|
|
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.
Previous Positions:
President and Director of the Institutional Sales
Division of Federated Securities Corp.; President and Director of Federated
Investment Counseling; President and CEO of Passport Research, Ltd.;
Director, Edgewood Securities Corp.; Director, Federated Services
Company; Director, Federated Hermes, Inc.; Chairman and Director,
Southpointe Distribution Services, Inc. and President, Technology,
Federated Services Company.
|
|
|
*
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.
Independent Trustees BACKGROUND, qualifications AND COMPENSATION
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).
Other Directorships Held:
Chairman of the Board of Directors, Director,
and Chairman of the Compensation Committee, KLX Energy Services
Holdings, Inc. (oilfield services); former Director of KLX Corp (aerospace).
Qualifications:
Mr. Collins has served in several business and financial
management roles and directorship positions throughout his career.
Mr. Collins previously served as Chairman and CEO of The Collins Group,
Inc. (a private equity firm) and as a Director of KLX Corp. Mr. Collins
serves as Chairman Emeriti, Bentley University. Mr. Collins previously
served as Director and Audit Committee Member, Bank of America Corp.;
Director, FleetBoston Financial Corp.; and Director, Beth Israel Deaconess
Medical Center (Harvard University Affiliate Hospital).
|
|
|
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).
Other Directorships Held:
Director, Chair of the Audit Committee,
Equifax, Inc.; Director, Member of the Audit Committee, Haverty Furniture
Companies, Inc.; formerly, Director, Member of Governance and
Compensation Committees, Publix Super Markets, Inc.
Qualifications:
Mr. Hough has served in accounting, business
management and directorship positions throughout his career. Mr. Hough
most recently held the position of Americas Vice Chair of Assurance with
Ernst & Young LLP (public accounting firm). Mr. Hough serves on the
President’s Cabinet and Business School Board of Visitors for the
University of Alabama. Mr. Hough previously served on the Business
School Board of Visitors for Wake Forest University, and he previously
served as an Executive Committee member of the United States
Golf Association.
|
|
|
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.
Other Directorships Held:
Director, CNX Resources Corporation
(formerly known as CONSOL Energy Inc.).
Qualifications:
Judge Lally-Green has served in various legal and business
roles and directorship positions throughout her career. Judge Lally-Green
previously held the position of Dean of the School of Law of Duquesne
University (as well as Interim Dean). Judge Lally-Green previously served
as a member of the Superior Court of Pennsylvania and as a Professor of
Law, Duquesne University School of Law. Judge Lally-Green was
appointed by the Supreme Court of Pennsylvania to serve on the Supreme
Court’s Board of Continuing Judicial Education and the Supreme Court’s
Appellate Court Procedural Rules Committee. Judge Lally-Green also
currently holds the positions on not for profit or for profit boards of
directors as follows: Director and Chair, UPMC Mercy Hospital; Director
and Vice Chair, Our Campaign for the Church Alive!, Inc.; Regent, Saint
Vincent Seminary; Member, Pennsylvania State Board of Education
(public); Director, Catholic Charities, Pittsburgh; and Director CNX
Resources Corporation (formerly known as CONSOL Energy Inc.). Judge
Lally-Green has held the positions of: Director, Auberle; Director, Epilepsy
Foundation of Western and Central Pennsylvania; Director, Ireland
Institute of Pittsburgh; Director, Saint Thomas More Society; Director and
Chair, Catholic High Schools of the Diocese of Pittsburgh, Inc.; Director,
Pennsylvania Bar Institute; Director, Saint Vincent College; and Director
and Chair, North Catholic High School, Inc.
|
|
|
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.
Other Directorships Held:
None.
Qualifications:
Mr. Mansfield has served as a Marine Corps officer and in
several banking, business management, educational roles and directorship
positions throughout his long career. He remains active as a
Management Consultant and Author.
|
|
|
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).
Other Directorships Held:
None.
Qualifications:
Mr. O’Neill has served in several business, mutual fund
and financial management roles and directorship positions throughout his
career. Mr. O’Neill serves as Director, Medicines for Humanity and
Director, The Golisano Children’s Museum of Naples, Florida. Mr. O’Neill
previously served as Chief Executive Officer and President, Managing
Director and Chief Investment Officer, Fleet Investment Advisors;
President and Chief Executive Officer, Aeltus Investment Management,
Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA;
Chief Investment Officer, The Putnam Companies, Boston, MA; Credit
Analyst and Lending Officer, Fleet Bank; Director and Consultant, EZE
Castle Software (investment order management software); and Director,
Midway Pacific (lumber).
|
|
|
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.).
Other Directorships Held:
None.
Qualifications:
Mr. Richey has served in several business and legal
management roles and directorship positions throughout his career.
Mr. Richey most recently held the positions of Senior Vice Chancellor and
Chief Legal Officer, University of Pittsburgh. Mr. Richey previously served
as Chairman of the Board, Epilepsy Foundation of Western Pennsylvania
and Chairman of the Board, World Affairs Council of Pittsburgh.
Mr. Richey previously served as Chief Legal Officer and Executive Vice
President, CNX Resources Corporation (formerly known as CONSOL
Energy Inc.) and Board Member, Ethics Counsel and Shareholder,
Buchanan Ingersoll & Rooney PC (a law firm).
|
|
|
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.
Other Directorships Held:
None.
Qualifications:
Mr. Walsh has served in several business management
roles and directorship positions throughout his career. Mr. Walsh
previously served as Vice President, Walsh & Kelly, Inc.
(paving contractors).
|
|
|
+
Because the Fund is a new portfolio of the Trust, Trustee compensation has not yet been earned and will be reported following the Fund’s next fiscal year.
OFFICERS*
Name
Birth Date
Address
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) and Previous Position(s)
|
Lori A. Hensler
Birth Date: January 6, 1967
Treasurer
Officer since: May 2017
|
Principal Occupations:
Principal Financial Officer and Treasurer of the Federated Hermes Complex; Senior Vice President,
Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp.; and Assistant Treasurer,
Federated Investors Trust Company. Ms. Hensler has received the Certified Public Accountant designation.
Previous Positions:
Controller of Federated Hermes, Inc.; Senior Vice President and Assistant Treasurer, Federated Investors
Management Company; Treasurer, Federated Investors Trust Company; Assistant Treasurer, Federated Administrative Services,
Federated Administrative Services, Inc., Federated Securities Corp., Edgewood Services, Inc., Federated Advisory Services
Company, Federated Equity Management Company of Pennsylvania, Federated Global Investment Management Corp.,
Federated Investment Counseling, Federated Investment Management Company, Passport Research, Ltd. and Federated MDTA,
LLC; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution
Services, Inc.
|
Peter J. Germain
Birth Date: September 3, 1959
CHIEF LEGAL OFFICER,
SECRETARY and EXECUTIVE
VICE PRESIDENT
Officer since: May 2017
|
Principal Occupations:
Mr. Germain is Chief Legal Officer, Secretary and Executive Vice President of the Federated 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, Inc. in 1984 and is a
member of the Pennsylvania Bar Association.
Previous Positions:
Deputy General Counsel, Special Counsel, Managing Director of Mutual Fund Services, Federated Hermes,
Inc.; Senior Vice President, Federated Services Company; and Senior Corporate Counsel, Federated Hermes, Inc.
|
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.
Previous Positions:
Mr. Van Meter previously held the position of Compliance Operating Officer, Federated Hermes, Inc. Prior to
joining Federated Hermes, Inc., Mr. Van Meter served at the United States Securities and Exchange Commission in the positions
of Senior Counsel, Office of Chief Counsel, Division of Investment Management and Senior Counsel, Division of Enforcement.
|
Stephen F. Auth
Birth Date: September 13, 1956
101 Park Avenue
41
st
Floor
New York, NY 10178
CHIEF INVESTMENT OFFICER
Officer since: May 2017
|
Principal Occupations:
Stephen F. Auth is Chief Investment Officer of various Funds in the Federated Hermes Complex;
Executive Vice President, Federated Investment Counseling, Federated Global Investment Management Corp. and Federated
Equity Management Company of Pennsylvania.
Previous Positions:
Executive Vice President, Federated Investment Management Company and Passport Research, Ltd.
(investment advisory subsidiary of Federated); Senior Vice President, Global Portfolio Management Services Division; Senior Vice
President, Federated Investment Management Company and Passport Research, Ltd.; Senior Managing Director and Portfolio
Manager, Prudential Investments.
|
*
Officers do not receive any compensation from the Fund.
In addition, the Fund has appointed an Anti-Money Laundering Compliance Officer.
DIRECTOR/TRUSTEE EMERITUS PROGRAM
The Board has created a position of Director/Trustee Emeritus, whereby an incumbent Director/Trustee who has attained the
age of 75 and completed a minimum of five years of service as a director/trustee, may, in the sole discretion of the Committee of
Independent Directors/Trustees (
“
Committee
”
), be recommended to the full Board of Directors/Trustees of the Fund to serve as
Director/Trustee Emeritus.
A Director/Trustee Emeritus that has been approved as such receives an annual fee in an amount equal to a percent of the
annual base compensation paid to a Director/Trustee. In the case of a Director/Trustee Emeritus who had previously served at
least five years but less than 10 years as a Director/Trustee, the percent will be 10%. In the case of a Director/Trustee Emeritus
who had previously served at least 10 years as a Director/Trustee, the percent will be 20%. The Director/Trustee Emeritus will be
reimbursed for any expenses incurred in connection with their service, including expenses of travel and lodging incurred in
attendance at Board meetings. Director/Trustee Emeritus will continue to receive relevant materials concerning the Funds, will be
expected to attend at least one regularly scheduled quarterly meeting of the Board of Directors/Trustees each year and will be
available to consult with the Committees or its representatives at reasonable times as requested by the Chairman; however, a
Director/Trustee Emeritus does not have any voting rights at Board meetings and is not subject to election by shareholders of
the Funds.
The Director/Trustee Emeritus will be permitted to serve in such capacity at the pleasure of the Committee, but the annual fee
will cease to be paid at the end of the calendar year during which he or she has attained the age of 80 years, thereafter the position
will be honorary.
The following table shows the fees paid to each Director/Trustee Emeritus for the Fund’s most recently ended fiscal year and
the portion of that fee paid by the Fund or Trust.
1
EMERITUS Trustees and Compensation
Director/Trustee Emeritus
|
Compensation
From Fund
(past fiscal year)
|
Total
Compensation
Paid to
Director/Trustee
Emeritus
1
|
|
|
|
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 LEADERSHIP STRUCTURE
As required under the terms of certain regulatory settlements, the Chairman of the Board is not an interested person of the
Fund and neither the Chairman, nor any firm with which the Chairman is affiliated, has a prior relationship with Federated
Hermes or its affiliates or (other than his position as a Trustee) with the Fund.
Committees of the Board
|
|
|
Meetings Held
During Last
Fiscal Year
|
|
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.
|
|
|
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.
|
|
|
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.
|
|
BOARD’S ROLE IN RISK OVERSIGHT
The Board’s role in overseeing the Fund’s general risks includes receiving performance reports for the Fund and risk
management reports from Federated Hermes’ Chief Risk Officer at each regular Board meeting. The Chief Risk Officer is
responsible for enterprise risk management at Federated Hermes, which includes risk management committees for investment
management and for investor services. The Board also receives regular reports from the Fund’s Chief Compliance Officer
regarding significant compliance risks.
On behalf of the Board, the Audit Committee plays a key role overseeing the Fund’s financial reporting and valuation risks.
The Audit Committee meets regularly with the Fund’s Principal Financial Officer and outside auditors, as well as with Federated
Hermes’ Chief Audit Executive to discuss financial reporting and audit issues, including risks relating to financial controls.
Board Ownership Of Shares In The Fund And In The Federated Hermes Family Of Investment Companies
As Of December 31, 2019
Interested Board
Member Name
|
Dollar Range of
Shares Owned in
Federated Hermes U.S. SMID
Fund
|
Aggregate
Dollar Range of
Shares Owned in
Federated Hermes Family of
Investment Companies
|
|
|
|
|
|
|
Independent Board
Member Name
|
|
|
|
|
|
|
|
|
|
|
|
Charles F. Mansfield, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
Investment Adviser AND SUB-ADVISER
Fed Global, as the investment adviser, is responsible for the supervision of the sub-adviser’s services to the Fund and, subject
to general oversight of the Board, manages and supervises the investment operations and business affairs of the Fund. Hermes, as
the sub-adviser, conducts investment research and makes investment decisions for the Fund, subject to the supervision of
Fed Global.
Fed Global is a wholly owned subsidiary of Federated Hermes. Hermes is a majority owned subsidiary of Federated Hermes.
Neither Fed Global nor Hermes shall be liable to the Fund or any Fund shareholder for any losses that may be sustained in the
purchase, holding, or sale of any security or for anything done or omitted by it, except acts or omissions involving willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties imposed upon it by its contract with the Fund.
In December 2017, Federated Investors, Inc., now Federated Hermes became a signatory to the Principles for Responsible
Investment (PRI). The PRI is an investor initiative in partnership with the United Nations Environment Programme Finance
Initiative and the United Nations Global Compact. Commitments made as a signatory to the PRI are not legally binding, but are
voluntary and aspirational. They include efforts, where consistent with our fiduciary responsibilities, to incorporate
environmental, social and corporate governance (ESG) issues into investment analysis and investment decision making, to be
active owners and incorporate ESG issues into our ownership policies and practices, to seek appropriate disclosure on ESG issues
by the entities in which we invest, to promote acceptance and implementation of the PRI within the investment industry, to
enhance our effectiveness in implementing the PRI, and to report on our activities and progress towards implementing the PRI.
Being a signatory to the PRI does not obligate Federated Hermes to take, or not take, any particular action as it relates to
investment decisions or other activities.
In July 2018, Federated Hermes acquired a 60% interest in Hermes Fund Managers Limited (Hermes), and, upon the exercise
in the future of certain put/call rights under a Put/Call Option Deed between Federated Hermes and another shareholder of
Hermes, Federated Hermes anticipates holding an 89.5% interest in Hermes. Hermes operates as Hermes Investment
Management, a pioneer of integrated ESG investing. Hermes’ experience with ESG issues contributes to Federated Hermes’s
understanding of material risks and opportunities these issues may present.
EOS at Federated Hermes, which was established as Hermes Equity Ownership Services Limited (EOS) in 2004 as an affiliate
of Hermes Investment Management Limited, is our in-house engagement and stewardship team. The 40+ member team conducts
long-term, objectives-driven dialogue with board and senior executive level representatives of more than 1,000 issuers. It seeks to
address the most material ESG risks and opportunities through constructive and continuous discussions with the goal of
improving long term results for investors. Engagers’ deep understanding across sectors, themes and regional markets, along with
language and cultural expertise, allows EOS to provide insights to companies on the merits of addressing ESG risks and the
positive benefits of capturing opportunities. Federated Hermes investment management teams have access to the insights gained
from understanding a company’s approach to these long term strategic matters as an additional input to improve portfolio risk/return
characteristics.
Portfolio Manager Information
As a general matter, certain conflicts of interest may arise in connection with a portfolio manager’s management of a fund’s
investments, on the one hand, and the investments of other funds/pooled investment vehicles or accounts (collectively, including
the Fund, as applicable,
“
accounts
”
) for which the portfolio manager is responsible, on the other. For example, it is possible that
the various accounts managed could have different investment strategies that, at times, might conflict with one another to the
possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more
than one account, possible conflicts could arise in determining how to allocate them.
Hermes Investment Management Limited and its affiliates (
“
Hermes Advisory Companies
”
) are not wholly-owned
subsidiaries of Federated Hermes, Inc., unlike Federated Global Investment Management Corp. and other wholly-owned advisory
companies of Federated Hermes, Inc. (
“
Federated Advisory Companies
”
) (collectively, the
“
Advisory Companies
”
). Therefore,
actual or potential conflicts could arise to the extent the Advisory Companies may share material non-public information
(MNPI). In order to address such potential conflicts and protect client interests, information barriers have been established
between the Federated Advisory Companies and the Hermes Advisory Companies such that personnel of the Hermes Advisory
Companies and of the Federated Advisory Companies are generally precluded from sharing investment-related information,
including MNPI, across the barriers. In addition, there will be no integration or allocation of trades between the Advisory
Companies and neither of the Advisory Companies will exercise investment discretion over accounts managed by the other. To
the extent that applicable U.S. and U.K. law, and the laws of certain other jurisdictions, require the Advisory Companies to make
regulatory filings that may require sharing of MNPI, the Advisory Companies have implemented internal controls which require
that such information will be shared only among such limited personnel as is necessary to make accurate and timely regulatory
filings and to maintain proper trading limitations. The Advisory Companies will generally operate as unaffiliated entities subject
to their own internal personal dealing, trade allocation, and side by side management policies. In any limited situation in which
the Federated Advisory Companies may
“
need to know
”
certain investment-related information from Hermes Advisory
Companies, or vice versa, written approval, requiring certain conditions, must be granted by the Chief Compliance Officer of the
Advisory Companies.
Other potential conflicts can include, for example, conflicts created by specific portfolio manager compensation arrangements
(including, for example, the allocation or weighting given to the performance of the Fund or other accounts or activities for
which the portfolio manager is responsible in calculating the portfolio manager’s compensation), and conflicts relating to
selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades
(for example, research or
“
soft dollars
”
). The Adviser has adopted policies and procedures and has structured the portfolio
managers’ compensation in a manner reasonably designed to safeguard the Fund from being negatively affected as a result of any
such potential conflicts.
The following information about the Fund’s Portfolio Managers is provided as of the end of the Fund’s most recently
completed fiscal year unless otherwise indicated.
Mark Sherlock, Portfolio Manager
Types of Accounts Managed
by Mark Sherlock
|
Total Number of Additional
Accounts Managed/Total Assets*
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
|
|
*
None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Mark Sherlock is paid a competitive fixed base salary and a discretionary annual incentive. The annual incentive amount is
determined by considering investment performance of all products managed, as well as the individual’s performance. Any other
factors deemed relevant may also be considered (and may be adjusted periodically). The bonus pool is calculated at an aggregate
firm-wide level. Investment managers are encouraged to focus purely on delivering performance and managing capacity in the
best interests of clients.
A portion of Mr. Sherlock’s annual incentive may be treated as deferred compensation. The deferral period is three years. At
least 50% of the deferred component of Mr. Sherlock’s bonus is notionally co-invested in the strategies that he manages. The
percentage deferred may exceed 50% if the total combined annual incentive reaches certain levels.
Additionally, Hermes has established a long-term incentive plan that allows participants to benefit from ownership of
restricted Hermes shares, held by an employee benefit trust, in the business. Award holders are eligible to receive dividends from
the first year of award. Participants are proposed by the Executive Committee based on a range of factors and approved by the
Remuneration Committee, which oversees the scheme.
Henry Biddle, Portfolio Manager
Types of Accounts Managed
by Henry Biddle
|
Total Number of Additional
Accounts Managed/Total Assets*
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
|
|
*
None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Henry Biddle is paid a competitive fixed base salary and a discretionary annual incentive. The annual incentive amount is
determined by considering investment performance of all products managed, as well as the individual’s performance. Any other
factors deemed relevant may also be considered (and may be adjusted periodically). The bonus pool is calculated at an aggregate
firm-wide level. Investment managers are encouraged to focus purely on delivering performance and managing capacity in the
best interests of clients.
A portion of Mr. Biddle’s annual incentive may be treated as deferred compensation. The deferral period is three years. At
least 50% of the deferred component of Mr. Biddle’s bonus is notionally co-invested in the strategies that he manages. The
percentage deferred may exceed 50% if the total combined annual incentive reaches certain levels.
Additionally, Hermes has established a long-term incentive plan that allows participants to benefit from ownership of
restricted Hermes shares, held by an employee benefit trust, in the business. Award holders are eligible to receive dividends from
the first year of award. Participants are proposed by the Executive Committee based on a range of factors and approved by the
Remuneration Committee, which oversees the scheme.
Alex Knox, Portfolio Manager
Types of Accounts Managed
by Alex Knox
|
Total Number of Additional
Accounts Managed/Total Assets*
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
|
|
*
None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Alex Knox is paid a competitive fixed base salary and a discretionary annual incentive. The annual incentive amount is
determined by considering investment performance of all products managed, as well as the individual’s performance. Any other
factors deemed relevant may also be considered (and may be adjusted periodically). The bonus pool is calculated at an aggregate
firm-wide level. Investment managers are encouraged to focus purely on delivering performance and managing capacity in the
best interests of clients.
A portion of Ms. Knox’s annual incentive may be treated as deferred compensation. The deferral period is three years. At least
50% of the deferred component of Ms. Knox’s bonus is notionally co-invested in the strategies that she manages. The percentage
deferred may exceed 50% if the total combined annual incentive reaches certain levels.
Additionally, Hermes has established a long-term incentive plan that allows participants to benefit from ownership of
restricted Hermes shares, held by an employee benefit trust, in the business. Award holders are eligible to receive dividends from
the first year of award. Participants are proposed by the Executive Committee based on a range of factors and approved by the
Remuneration Committee, which oversees the scheme.
Michael Russell, Portfolio Manager
Types of Accounts Managed
by Michael Russell
|
Total Number of Additional
Accounts Managed/Total Assets*
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
|
|
*
None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Michael Russell is paid a competitive fixed base salary and a discretionary annual incentive. The annual incentive amount is
determined by considering investment performance of all products managed, as well as the individual’s performance. Any other
factors deemed relevant may also be considered (and may be adjusted periodically). The bonus pool is calculated at an aggregate
firm-wide level. Investment managers are encouraged to focus purely on delivering performance and managing capacity in the
best interests of clients.
A portion of Mr. Russell’s annual incentive may be treated as deferred compensation. The deferral period is three years. At
least 50% of the deferred component of Mr. Russell’s bonus is notionally co-invested in the strategies that he manages. The
percentage deferred may exceed 50% if the total combined annual incentive reaches certain levels.
Additionally, Hermes has established a long-term incentive plan that allows participants to benefit from ownership of
restricted Hermes shares, held by an employee benefit trust, in the business. Award holders are eligible to receive dividends from
the first year of award. Participants are proposed by the Executive Committee based on a range of factors and approved by the
Remuneration Committee, which oversees the scheme.
Services Agreement
Federated Advisory Services Company, an affiliate of the Adviser, provides research, quantitative analysis, equity trading and
transaction settlement and certain support services to the Adviser. The fee for these services is paid by the Adviser and not by
the Fund.
Other Related Services
Affiliates of the Adviser may, from time to time, provide certain electronic equipment and software to institutional customers
in order to facilitate the purchase of Fund Shares offered by the Distributor.
Code Of Ethics Restrictions On Personal Trading
As required by Rule 17j-1 of the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act
(as applicable), the Fund, its Adviser, its sub-adviser Hermes (the
“
Sub-Adviser
”
), and its Distributor have adopted codes of
ethics. These codes govern securities trading activities of investment personnel, Fund Trustees and certain other employees.
Although they do permit these people to trade in securities, including those that the Fund could buy, as well as Shares of the
Fund, they also contain significant safeguards designed to protect the Fund and its shareholders from abuses in this area, such as
requirements to obtain prior approval for, and to report, particular transactions.
PROXY VOTING POLICIES AND PROCEDURES
The Board has delegated to the Adviser, and the Adviser has in turn delegated to Hermes (the
“
Sub-Adviser
”
), the authority to
vote proxies on the securities held in the Fund’s portfolio. The Sub-Adviser has established a Governance Committee
(
“
Governance Committee
”
) to oversee all engagement and proxy voting activities related to the Fund.
Overview
The Sub-Adviser’s Corporate Governance and Responsible Investment Guidelines (any corporate governance and/or
responsible investment policies adopted by the Sub-Adviser from time to time) inform its investment beliefs and provide a
framework for engagement with investee companies and the exercising of voting rights.
The Sub-Adviser expects investee companies at a minimum to observe accepted corporate governance standards in their local
markets or explain why not doing so is in the best interests of shareholders. The Sub-Adviser views engagement as a critical
activity because it provides the Sub-Adviser with an opportunity to improve its understanding of the investee company and its
governance structures. This understanding is a significant input for voting decisions.
Procedures
The Fund has hired the Sub-Adviser to manage its assets and to execute the stewardship program, which includes company
engagement and voting. The Sub-Adviser will use its dedicated stewardship team, Hermes Equity Ownership Services (HEOS) to
assist with engagement with investee companies and provide voting recommendations, informed by company disclosure,
engagement with the company, and research from external research providers, including Institutional Shareholder Services (ISS).
While HEOS’ voting recommendation will inform the Sub-Adviser’s assessment, the Sub-Adviser will make a final judgment,
with a view to its fiduciary obligations to its clients and the Fund’s stated investment objectives.
The Sub-Adviser retains ISS for its administrative voting infrastructure. Besides providing an electronic voting platform, ISS’s
service includes ballot collection, reconciliation, and proxy voting bookkeeping.
Conflicts of Interest
The Sub-Adviser seeks always to act in the client’s best interests, and takes all reasonable steps to identify conflicts of interest
and maintain and operate arrangements to minimise the possibility of such conflicts giving rise to a material risk of damage to the
interests of clients. In fulfilling its commitment to being good stewards of those companies in which client assets are invested
through engagement and voting, the Sub-Adviser may encounter potential conflicts of interest. The Sub-Adviser has adopted a
Stewardship Conflicts of Interest Policy designed to ensure that such conflicts are identified and managed fairly, and that proxies
are voted in a manner that prioritises the long-term value of the companies concerned rather than the interests of the Sub-Adviser,
HEOS or any affiliates. This policy is disclosed on the Sub-Adviser’s website and is outlined in the Sub-Adviser’s Global
Stewardship Code Statement.
When any Sub-Adviser or HEOS staff member recognises a potential conflict of interest, he or she must raise it with their line
manager. Among other conflicts, our policies require that staff members identify conflicts of interest arising from engagements
with companies in which (i) the Sub-Adviser, HEOS or its affiliates have a material interest; (ii) individuals, including portfolio
managers or HEOS engagers, have personal investments or some material personal relationship with a relevant individual; and
(iii) the Sub-Adviser’s third party fund management or stewardship service clients or prospective clients have a material interest.
Where a staff member has a personal connection with a company, he or she is required to make this known and is not involved in
any relevant engagement activities or voting recommendations.
A register of instances of conflicts as they arise is maintained by the Sub-Adviser. In those circumstances where a conflict
exists or there is a difference opinion between different Sub-Adviser staff members, the vote recommendation will be escalated to
the Governance Committee for decision. Where the Governance Committee is unable to agree, then the CEO of the Sub-Adviser
will adjudicate. All such instances will be reported to an independent sub-committee of the Sub-Adviser’s Board.
Securities Lending
The Sub-Adviser does not engage in securities lending.
Record Keeping
The Sub-Adviser maintains the following records with respect to proxy voting:
■
A copy of proxy voting policies and procedures;
■
A copy of all proxy statements received (the Sub-Adviser may rely on a third party to satisfy this requirement);
■
A record of each vote cast by the Fund (the Sub-Adviser may rely on a third party to satisfy this requirement);
■
A copy of any document prepared by the Sub-Adviser that was material to making a voting decision or that memorializes the
basis for that decision
–
for example insights gleaned from engagement.
Proxy Voting Report
A report on
“
Form N-PX
”
of how the Fund voted any proxies during the most recent 12-month period ended June 30 is
available via the Proxy Voting Record (Form N-PX) link associated with the Fund and share class name at
www.
FederatedInvestors.com/FundInformation
. Form N-PX filings are also available at the SEC’s web site at www.
sec.gov
.
Proxy Voting Policies
Under these policies, the Sub-Adviser’s general policy is to cast proxy votes in favour of management proposals and
shareholder proposals that we anticipate will enhance the long-term value of the securities being voted.
This approach to voting proxy proposals will be referred to hereafter as the
“
General Policy.
”
The following examples illustrate how this General Policy may apply to management proposals and shareholder proposals
submitted for approval or ratification by holders of the company’s voting securities.
The Fund seeks to vote consistently on different issues in accordance with the stated policies and guidelines. However,
recognising the limitations of any policy to anticipate all potential scenarios, the Fund uses discretion when voting, taking
account the specific circumstances described in the proxy statement and other company disclosure. For the Fund, all proxy voting
decisions are informed by the Sub-Adviser’s ongoing engagement with the management and directors of the company concerned.
These engagements provide important context and alongside a judgment as to the company’s direction of travel towards best
practice (as communicated by the Sub-Adviser’s General Policy) will influence the final voting decision of the Fund.
The Fund endeavours to inform companies where it has voted against management recommendations and invites
further engagement.
The General Policy as well as the Sub-Adviser’s engagement with the management and directors of the company concerned
are informed by a hierarchy of external and internally-developed global and regional best practice guidelines; principally, our
HEOS-developed regional corporate governance principles that are informed by external local market standards including the
Organisation for Economic Co-operation and Development Principles for Corporate Governance and national corporate
governance codes; and by the Sub-Adviser’s annually-refreshed Engagement Plan. Both documents are on the Sub-Adviser’s
website: www.hermes-investment.com.
Based on the specific context in which proxy voting decisions are being made, the Sub-Adviser may vote contrary to the
voting guidelines should it judge that it is in the best long-term interests of the value of the securities to do so.
Global Voting Policy
Board and Directors
1. Board independence:
We expect boards to meet minimum standards of independence to be able to hold management to
account and may vote against the election of directors whose appointment would cause independence to fall below these
standards, and/or against the chair of the board where we have serious concerns. We set minimum standards at a market level but,
as a general guide, we expect at least half of the board directors to be independent in companies with a dispersed ownership
structure, and at least one third to be independent in controlled companies. In judging a director’s independence, our
considerations include, but are not limited to, length of tenure, concurrent service with other board members, whether they
represent a significant shareholder, and whether they have any direct, material relationship with the company, other directors or
its executives, including receiving any remuneration beyond director fees. Our expectations may exceed the minimum standards
set by regulation or best practice codes in some markets.
2. Board committees:
Where separate committees are established to oversee remuneration, audit, nomination and other
topics
–
which we expect at most large companies
–
we may vote against chairs or members where we have concerns about
independence, skills, attendance or over-commitment, or the matters overseen by the committee.
3. Board diversity:
In recognition of the value that diversity of thought, skills and attributes brings to board oversight and in line
with our aspiration that board members, together with all levels of management, should broadly reflect the diversity of society,
we will consider voting against relevant directors, including the chair, where we consider board diversity
–
in terms of gender,
ethnicity, age, functional and geographic experience, tenure, and other characteristics
–
to be below minimum thresholds. Some
thresholds, such as gender diversity, are defined at a market level; others, such as skills and experience, are more globally
consistent. Our expectations may exceed the minimum standards set by regulation or best practice codes in some markets.
4. Director election:
We will generally support the election of directors unless there are specific concerns relating to issues such
as board independence and composition; a director’s skills, experience or suitability for the role; a director’s attendance or ability
to commit time to the role; or governance or other failures which a director has oversight of or involvement in
–
at this or
another company.
5. Director attendance:
We may vote against directors who miss a substantial number of meetings
–
as a guideline, 25% or
more
–
without sufficient explanation.
6. Director commitments:
We will consider voting against a director who appears over-committed to other duties, with the
guideline of having no more than five directorships. When considering this issue, we take into account a number of factors,
including the size and complexity of roles. As a broad guideline, we consider a chair role equivalent to two directorships and an
executive role equivalent to four directorships. A chair should not hold another executive role and an executive should hold no
more than one non-executive role, except for cases where serving as a shareholder representative on boards is an explicit part of
an executive’s responsibilities. A significant post at a civil society organisation or in public life may also count as equivalent to a
directorship, whether executive, non-executive or a chair role.
Remuneration
We set market-specific voting policies on remuneration with reference to local market practice. Our broad guidelines are:
7. Alignment to long-term value:
We will consider opposing incentive arrangements that do not align to the creation of long-term
value for shareholders and other stakeholders including, for example, those which disproportionally focus on short-term
growth of share price or total shareholder returns.
8. Executive shareholdings:
We support executive management making material, long-term investment in the company’s shares
and may oppose remuneration proposals and reports where shareholding requirements or actual executive shareholdings are
insufficient. As a general guideline, we support the aim that executives hold at least 500% of salary in shares and no less than
200%, with varying minimum thresholds based on regional pay practices.
9. Complexity:
We will consider voting against overly complex incentive arrangements which are difficult for investors and
others to readily understand. An important factor in assessing complexity is the number of different components that comprise
the whole remuneration package.
10. Variable to fixed pay:
We will consider voting against proposed incentive schemes or pay awards where we consider the
ratio of variable pay relative to fixed pay to be too high, as part of our long-term desire to see far simpler pay schemes, based on
majority fixed pay and long-term share ownership. We set varying maximum thresholds for variable pay to reflect regional
pay practices.
11. Justification for high pay:
We will consider voting against pay proposals which appear excessive in the context of wider
industry pay practices or where executive pay is raised significantly above inflation or that of the workforce average without a
convincing justification.
12. Discretion:
We expect boards and remuneration committees to apply discretion to ensure pay outcomes are aligned with
performance and the wider experience of shareholders and may oppose remuneration reports and the election of relevant
directors where this is not the case.
13. Disclosure:
We will generally vote against remuneration reporting where disclosure is insufficient to understand the
approach to incentive arrangements and how pay outcomes have been achieved, or where disclosure otherwise falls below
expected market practice.
Audit
14. Ratification of external auditors:
We will generally oppose the ratification of external auditors and/or the payment of audit
fees where we have concerns, including those relating to audit quality or independence, or controversies involving the audit
partner or firm.
Protection of Shareholder Rights
15. Limitation of shareholder rights:
We will generally vote against any limitation on shareholder rights or the transfer of
authority from shareholders to directors and only support proposals which enhance shareholder rights or maximise
shareholder value.
16. Related-party transactions:
We will generally only support related-party transactions (RPTs) which are made on terms
equivalent to those that would prevail in an arm’s length transaction, together with good supporting evidence. We expect RPTs to
be overseen and reviewed by independent board directors with annual disclosure of significant RPTs.
17. Differential voting rights:
We will generally vote against the authorisation of stock with differential voting rights if the
issuance of such stock would adversely affect the voting rights of existing shareholders.
18. Anti-takeover proposals:
We will generally vote against anti-takeover proposals or other ‘poison pill’ arrangements
including the authority to grant shares which may be used in such a manner.
19. Poll voting:
We will generally support proposals to adopt mandatory voting by poll and full disclosure of voting outcomes,
together with proposals to adopt confidential voting and independent vote tabulation practices.
20. Authorities to allot shares:
We will generally vote against unusual or excessive authorities to increase issued share capital.
21. Rights issues:
We generally support rights issues, provided that shareholder approval is obtained for any rights issue for any
significant amount of capital (greater than 10% of share capital).
22. Market purchase of ordinary shares (share buybacks):
We will generally support proposals for a general authority to buy
back shares provided these meet local governance standards. We may not support this authority where it exceeds a period of
18 months, where the potential effect of the buyback programme on executive remuneration is not made sufficiently clear, or
where we oppose the strategy for long-term capital allocation.
23. Bundled resolutions:
We will generally vote against a resolution relating to capital decisions, where the resolution has
bundled more than one decision into a single resolution, denying investors the opportunity to make separate voting decisions on
separate issues.
24. Virtual/electronic general meetings:
We will generally vote against proposals allowing for the conveying of virtual-only
shareholder meetings.
Commercial Transactions
25. Commercial transactions:
When considering our vote on a commercial transaction, we consider a range of factors in the
context of seeking to protect and promote long-term, sustainable value. These include: consistency with strategy; risks and
opportunities (the key risks and opportunities and the extent to which these appear to have been managed); and conflicts of
interest. The underlying expectation is that due process is followed, with information made available to all shareholders.
Shareholder Resolutions
26. Shareholder resolutions:
We support the selective use of shareholder resolutions as a useful tool for communicating
investor concerns and priorities or the assertion of shareholder rights, and as a supplement to or escalation of direct engagement
with companies. We consider such resolutions on a case-by-case basis. When considering whether or not to support resolutions,
we consider factors including whether the proposal promotes long-term shareholders’ interests; what the company is already
doing or has committed to do; the nature and motivations of the filers, if known; and what potential impacts
–
positive and
negative
–
the proposal could have on the company if implemented.
Climate Change
27. Climate change:
We will consider voting against the chair, and other relevant directors or resolutions, at companies where
we consider a company’s response to the risks and opportunities presented by climate change to be insufficient, using a range of
indicators, including the Transition Pathway Initiative assessment.
Portfolio Holdings Information
Information concerning the Fund’s portfolio holdings is available via the link to the Fund and share class name at
FederatedInvestors.com/FundInformation
. A complete listing of the Fund’s portfolio holdings as of the end of each calendar
quarter is posted on the website 30 days (or the next business day) after the end of the quarter and remains posted for six months
thereafter. Summary portfolio composition information as of the close of each month is posted on the website 15 days (or the
next business day) after month-end and remains posted until replaced by the information for the succeeding month. The summary
portfolio composition information may include: identification of the Fund’s top 10 holdings and a percentage breakdown of the
portfolio by sector.
You may also access portfolio information as of the end of the Fund’s fiscal quarters via the link to the Fund and share class
name at
FederatedInvestors.com
. The Fund’s Annual Shareholder Report and Semi-Annual Shareholder Report contain complete
listings of the Fund’s portfolio holdings as of the end of the Fund’s second and fourth fiscal quarters. Fiscal quarter information
is made available on the website within 70 days after the end of the fiscal quarter. This information is also available in reports
filed with the SEC at the SEC’s website at
sec.gov
.
Each fiscal quarter, the Fund will file with the SEC a complete schedule of its monthly portfolio holdings on
“
Form N-PORT.
”
The Fund’s holdings as of the end of the third month of every fiscal quarter, as reported on Form N-PORT, will be publicly
available on the SEC’s website at
sec.gov
within 60 days of the end of the fiscal quarter upon filing. You may also access this
information via the link to the Fund and share class name at
FederatedInvestors.com
.
The disclosure policy of the Fund and the Adviser prohibits the disclosure of portfolio holdings information to any investor or
intermediary before the same information is made available to other investors. Employees of the Adviser or its affiliates who
have access to nonpublic information concerning the Fund’s portfolio holdings are prohibited from trading securities on the basis
of this information. Such persons must report all personal securities trades and obtain pre-clearance for all personal securities
trades other than mutual fund shares.
Firms that provide administrative, custody, financial, accounting, legal or other services to the Fund may receive nonpublic
information about Fund portfolio holdings for purposes relating to their services. The Fund may also provide portfolio holdings
information to publications that rate, rank or otherwise categorize investment companies. Traders or portfolio managers may
provide
“
interest
”
lists to facilitate portfolio trading if the list reflects only that subset of the portfolio for which the trader or
portfolio manager is seeking market interest. A list of service providers, publications and other third parties who may receive
nonpublic portfolio holdings information appears in the Appendix to this SAI.
The furnishing of nonpublic portfolio holdings information to any third party (other than authorized governmental or
regulatory personnel) requires the prior approval of the President of the Adviser and of the Chief Compliance Officer of the
Fund. The President of the Adviser and the Chief Compliance Officer will approve the furnishing of nonpublic portfolio holdings
information to a third party only if they consider the furnishing of such information to be in the best interests of the Fund and its
shareholders. In that regard, and to address possible conflicts between the interests of Fund shareholders and those of the Adviser
and its affiliates, the following procedures apply. No consideration may be received by the Fund, the Adviser, any affiliate of the
Adviser or any of their employees in connection with the disclosure of portfolio holdings information. Before information is
furnished, the third party must sign a written agreement that it will safeguard the confidentiality of the information, will use it
only for the purposes for which it is furnished and will not use it in connection with the trading of any security. Persons approved
to receive nonpublic portfolio holdings information will receive it as often as necessary for the purpose for which it is provided.
Such information may be furnished as frequently as daily and often with no time lag between the date of the information and the
date it is furnished. The Board receives and reviews annually a list of the persons who receive nonpublic portfolio holdings
information and the purposes for which it is furnished.
Brokerage Transactions And Investment Allocation
Equity securities may be traded in the over-the-counter market through broker/dealers acting as principal or agent, or in
transactions directly with other investors. Transactions may also be executed on a securities exchange or through an electronic
communications network. The Adviser seeks to obtain best execution of trades in equity securities by balancing the costs
inherent in trading, including opportunity costs, market impact costs and commissions. As a general matter, the Adviser seeks to
add value to its investment management by using market information to capitalize on market opportunities, actively seek
liquidity and discover price. The Adviser continually monitors its trading results in an effort to improve execution. Fixed-income
securities are generally traded in an over-the-counter market on a net basis (i.e., without commission) through dealers acting as
principal or in transactions directly with the issuer. Dealers derive an undisclosed amount of compensation by offering securities
at a higher price than they bid for them. Some fixed-income securities may have only one primary market maker. The Adviser
seeks to use dealers it believes to be actively and effectively trading the security being purchased or sold, but may not always
obtain the lowest purchase price or highest sale price with respect to a fixed-income security. To the extent permitted by
applicable law, the Adviser’s receipt of research services (as described below) may also be a factor in the Adviser’s selection of
brokers and dealers. The Adviser may also direct certain portfolio trades to a broker that, in turn, pays a portion of the Fund’s
operating expenses. The Adviser makes decisions on portfolio transactions and selects brokers and dealers subject to review by
the Fund’s Board.
Investment decisions for the Fund are made independently from those of other accounts managed by the Adviser and accounts
managed by affiliates of the Adviser. When the Fund and one or more other accounts managed by the Adviser do invest in, or
dispose of, the same security, available investments or opportunities for sales may be allocated among the Fund and the
account(s) in a manner believed by the Adviser to be equitable. While the coordination and ability to participate in volume
transactions may benefit the Fund, it is possible that this procedure could adversely impact the prices paid or received and/or
positions obtained or disposed of by the Fund. Trading and allocation of investments for the Fund, including investments in
initial public offerings (IPO), may be done independently from trading and allocation of investments for certain separately
managed or wrap-fee accounts, and other accounts, managed by the Adviser. The trading and allocation of investments done by
the Adviser, including investments in IPOs, will be done independently from accounts managed by affiliates of the Adviser. It is
possible that such independent trading activity could adversely impact the prices paid or received and/or positions obtained or
disposed of by the Fund.
Brokerage and Research Services
Brokerage services include execution of trades and products and services that relate to the execution of trades, including
communications services related to trade execution, clearing and settlement, trading software used to route orders to market
centers, software that provides algorithmic trading strategies and software used to transmit orders to direct market access (DMA)
systems. Research services may include: advice as to the advisability of investing in securities; security analysis and reports;
economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. Research services assist
the Adviser and its affiliates in terms of their overall investment responsibilities to funds and investment accounts for which they
have investment discretion. However, particular brokerage and research services received by the Adviser and its affiliates may
not be used to service every fund or account, and may not benefit the particular funds and accounts that generated the brokerage
commissions. In addition, brokerage and research services paid for with commissions generated by the Fund may be used in
managing other funds and accounts. To the extent that receipt of these services may replace services for which the Adviser or its
affiliates might otherwise have paid, it would tend to reduce their expenses. The Adviser and its affiliates exercise reasonable
business judgment in selecting brokers to execute securities transactions where receipt of research services is a factor. They
determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage
and research services provided.
MiFID II
Directive 2014/61/EU on markets in financial instruments and Regulation 600/2014/EU on markets in financial instruments
(collectively, MiFID II) took effect in member states of the European Union (the EU) on January 3, 2018. MiFID II forms the
legal framework governing the requirements applicable to EU investment firms, such as the Sub-Adviser, and trading venues and
third-country firms providing investment services or activities in the EU. The extent to which MiFID II will have an indirect
impact on markets and market participants outside the EU is unclear and yet to fully play out in practice. It will likely impact
pricing, liquidity and transparency in most asset classes.
MiFID II introduces a new rule that an EU regulated firm may execute an equity trade only on an EU trading venue (or with a
firm which is a systematic internaliser as defined by MiFID II or an equivalent venue in a third country). This requirement
applies to any equities admitted to trading on an EU trading venue, including those with only a secondary listing in the EU. The
effect of this rule is to introduce a substantial limit on the possibility of trading off-exchange or OTC in EU-listed equities with
EU counterparties.
MiFID II prohibits an EU authorized investment firm from receiving investment research unless it is paid for directly by the
firm out of its own resources or from a separate research payment account regulated under MiFID II. All such research costs
attributable to the Sub-Adviser will be borne by the Sub-Adviser.
Administrator
Federated Administrative Services (FAS), a subsidiary of Federated Hermes, provides administrative personnel and services,
including certain legal, compliance, recordkeeping and financial reporting services (
“
Administrative Services
”
), necessary for the
operation of the Fund. FAS provides Administrative Services for a fee based upon the rates set forth below paid on the average
daily net assets of the Fund. For purposes of determining the appropriate rate breakpoint,
“
Investment Complex
”
is defined as all
of the Federated Hermes funds subject to a fee under the Administrative Services Agreement with FAS. FAS is also entitled to
reimbursement for certain out-of-pocket expenses incurred in providing Administrative Services to the Fund.
Administrative Services
Fee Rate
|
Average Daily Net Assets
of the Investment Complex
|
|
on assets up to $50 billion
|
|
on assets over $50 billion
|
Custodian
The Bank of New York Mellon, New York, New York, is custodian for the securities and cash of the Fund. Foreign
instruments purchased by the Fund are held by foreign banks participating in a network coordinated by The Bank of
New York Mellon.
Transfer Agent And Dividend Disbursing Agent
State Street Bank and Trust Company, the Fund’s registered transfer agent, maintains all necessary shareholder records.
Independent Registered Public Accounting Firm
The independent registered public accounting firm for the Fund, Ernst & Young LLP, conducts its audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States), which require it to plan and perform its
audits to provide reasonable assurance about whether the Fund’s financial statements and financial highlights are free of
material misstatement.
Securities Lending Activities
The Fund does not participate in a securities lending program. The Fund became effective on June 1, 2020, but the Fund’s
Class A, Class C and Class R6 Shares have not yet commenced operations. As of the date of this Statement of Additional
Information, the Fund and its Class A, Class C and Class R6 Shares had no securities lending activities.
Financial Information
The Fund became effective on June 1, 2020 and commenced operations on July 6, 2020 and its first fiscal year will end on
June 30, 2021. Accordingly, no financial information is yet available for the Fund.
Investment Ratings
Standard & Poor’s Rating Services (S&P) LONG-TERM Issue RATINGS
Issue credit ratings are based, in varying degrees, on S&P’s analysis of the following considerations: the likelihood of
payment-capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms
of the obligation; the nature of and provisions of the obligation; and the protection afforded by, and relative position of, the
obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting
creditors’ rights.
AAA
—
An obligation rated
“
AAA
”
has the highest rating assigned by S&P. The obligor’s capacity to meet its financial
commitment on the obligation is extremely strong.
AA
—
An obligation rated
“
AA
”
differs from the highest rated obligations only to a small degree. The obligor’s capacity to meet
its financial commitment on the obligation is very strong.
A
—
An obligation rated
“
A
”
is somewhat more susceptible to the adverse effects of changes in circumstances and economic
conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the
obligation is still strong.
BBB
—
An obligation rated
“
BBB
”
exhibits adequate protection parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Obligations rated
“
BB,
”
“
B,
”
“
CCC,
”
“
CC
”
and
“
C
”
are regarded as having significant speculative characteristics.
“
BB
”
indicates the least degree of speculation and
“
C
”
the highest. While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB
—
An obligation rated
“
BB
”
is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate
capacity to meet its financial commitment on the obligation.
B
—
An obligation rated
“
B
”
is more vulnerable to nonpayment than obligations rated
“
BB,
”
but the obligor currently has the
capacity to meet its financial commitment on the obligation. Adverse business, financial or economic conditions will likely
impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.
CCC
—
An obligation rated
“
CCC
”
is currently vulnerable to nonpayment, and is dependent upon favorable business, financial
and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business,
financial or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC
—
An obligation rated
“
CC
”
is currently highly vulnerable to nonpayment.
C
—
A
“
C
”
rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment
arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar
action which have not experienced a payment default. Among others, the
“
C
”
rating may be assigned to subordinated debt,
preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument’s terms or
when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an
amount of cash or replaced by other instruments having a total value that is less than par.
D
—
An obligation rated
“
D
”
is in payment default. The
“
D
”
rating category is used when payments on an obligation are not
made on the date due, unless S&P believes that such payments will be made within five business days, irrespective of any grace
period. The
“
D
”
rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an
obligation are jeopardized. An obligation’s rating is lowered to
“
D
”
upon completion of a distressed exchange offer, whereby
some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is
less than par.
The ratings from
“
AA
”
to
“
CCC
”
may be modified by the addition of a plus (+) or minus (-) sign to show relative standing
within the major rating categories.
S&P Rating Outlook
An S&P rating outlook assesses the potential direction of a long-term credit rating over the intermediate term (typically six
months to two years). In determining a rating outlook, consideration is given to any changes in the economic and/or fundamental
business conditions.
Positive
—
Positive means that a rating may be raised.
Negative
—
Negative means that a rating may be lowered.
Stable
—
Stable means that a rating is not likely to change.
Developing
—
Developing means a rating may be raised or lowered.
N.M.
—
N.M. means not meaningful.
S&P Short-Term Issue RATINGS
Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the
United States, for example, that means obligations with an original maturity of no more than 365 days
–
including
commercial paper.
A-1
—
A short-term obligation rated
“
A-1
”
is rated in the highest category by S&P. The obligor’s capacity to meet its financial
commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This
indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
A-2
—
A short-term obligation rated
“
A-2
”
is somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial
commitment on the obligation is satisfactory.
A-3
—
A short-term obligation rated
“
A-3
”
exhibits adequate protection parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on
the obligation.
B
—
A short-term obligation rated
“
B
”
is regarded as vulnerable and has significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to
the obligor’s inadequate capacity to meet its financial commitments.
C
—
A short-term obligation rated
“
C
”
is currently vulnerable to nonpayment and is dependent upon favorable business, financial
and economic conditions for the obligor to meet its financial commitment on the obligation.
D
—
A short-term obligation rated
“
D
”
is in payment default. The
“
D
”
rating category is used when payments on an obligation
are not made on the date due, unless S&P believes that such payments will be made within any stated grace period. However, any
stated grace period longer than five business days will be treated as five business days. The
“
D
”
rating also will be used upon the
filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
MOODY’S Investor Services, Inc. (MOODY’s) LONG-TERM RATINGS
Moody’s long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both
on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default.
Aaa
—
Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa
—
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A
—
Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa
—
Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain
speculative characteristics.
Ba
—
Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B
—
Obligations rated B are considered speculative and are subject to high credit risk.
Caa
—
Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca
—
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of
principal and interest.
C
—
Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Moody’s appends numerical modifiers 1, 2 and 3 to each generic rating classification from Aaa through Caa. The modifier 1
indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates a ranking in the lower end of that generic rating category.
MOODY’S Short-Term RATINGS
Moody’s short-term ratings are assigned to obligations with an original maturity of 13 months or less and reflect the likelihood
of a default on contractually promised payments.
P-1
—
Issuers (or supporting institutions) rated P-1 have a superior ability to repay short-term debt obligations.
P-2
—
Issuers (or supporting institutions) rated P-2 have a strong ability to repay short-term debt obligations.
P-3
—
Issuers (or supporting institutions) rated P-3 have an acceptable ability to repay short-term obligations.
NP
—
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
FITCH, INC. (Fitch) LONG-TERM Debt RATINGs
Fitch long-term ratings report Fitch’s opinion on an entity’s relative vulnerability to default on financial obligations. The
“
threshold
”
default risk addressed by the rating is generally that of the financial obligations whose non-payment would best
reflect the uncured failure of that entity. As such, Fitch long-term ratings also address relative vulnerability to bankruptcy,
administrative receivership or similar concepts, although the agency recognizes that issuers may also make pre-emptive and
therefore voluntary use of such mechanisms.
AAA: Highest Credit Quality
—
“
AAA
”
ratings denote the lowest expectation of default risk. They are assigned only in cases
of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected
by foreseeable events.
AA: Very High Credit Quality
—
“
AA
”
ratings denote expectations of very low default risk. They indicate very strong capacity
for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A: High Credit Quality
—
“
A
”
ratings denote expectations of low default risk. The capacity for payment of financial
commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic
conditions than is the case for higher ratings.
BBB: Good Credit Quality
—
“
BBB
”
ratings indicate that expectations of default risk are currently low. The capacity for
payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair
this capacity.
BB:
Speculative
—
“
BB
”
ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in
business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of
financial commitments.
B: Highly Speculative
—
“
B
”
ratings indicate that material default risk is present, but a limited margin of safety remains.
Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the
business and economic environment.
CCC: Substantial Credit Risk
—
Default is a real possibility.
CC: Very High Levels of Credit Risk
—
Default of some kind appears probable.
C: Exceptionally High Levels of Credit Risk
—
Default is imminent or inevitable, or the issuer is in standstill. Conditions that
are indicative of a
“
C
”
category rating for an issuer include: (a) the issuer has entered into a grace or cure period following
non-payment of a material financial obligation; (b) the issuer has entered into a temporary negotiated waiver or standstill
agreement following a payment default on a material financial obligation; or (c) Fitch otherwise believes a condition of
“
RD
”
or
“
D
”
to be imminent or inevitable, including through the formal announcement of a distressed debt exchange.
RD: Restricted Default
—
“
RD
”
ratings indicate an issuer that in Fitch’s opinion has experienced an uncured payment default
on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration,
receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased operating. This would
include: (a) the selective payment default on a specific class or currency of debt; (b) the uncured expiry of any applicable grace
period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other
material financial obligation; (c) the extension of multiple waivers or forbearance periods upon a payment default on one or more
material financial obligations, either in series or in parallel; or (d) execution of a distressed debt exchange on one or more
material financial obligations.
D: Default
—
“
D
”
ratings indicate an issuer that in Fitch’s opinion has entered into bankruptcy filings, administration,
receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business.
Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an
instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of
the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed
debt exchange.
“
Imminent
”
default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but
inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period
during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed
debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.
In all cases, the assignment of a default rating reflects the agency’s opinion as to the most appropriate rating category
consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuer’s
financial obligations or local commercial practice.
FITCH SHORT-TERM DEBT RATINGs
A Fitch short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity
or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the
relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as
“
short-term
”
based on
market convention. Typically, this means up to 13 months for corporate, sovereign and structured obligations, and up to
36 months for obligations in U.S. publicfinance markets.
F1: Highest Short-Term Credit Quality
—
Indicates the strongest intrinsic capacity for timely payment of financial
commitments; may have an added
“
+
”
to denote any exceptionally strong credit feature.
F2: Good Short-Term Credit Quality
—
Good intrinsic capacity for timely payment of financial commitments.
F3: Fair Short-Term Credit Quality
—
The intrinsic capacity for timely payment of financial commitments is adequate.
B: Speculative Short-Term Credit Quality
—
Minimal capacity for timely payment of financial commitments, plus heightened
vulnerability to near-term adverse changes in financial and economic conditions.
C: High Short-Term Default Risk
—
Default is a real possibility.
RD: Restricted Default
—
Indicates an entity that has defaulted on one or more of its financial commitments, although it
continues to meet other financial obligations. Applicable to entity ratings only.
D: Default
—
Indicates a broad-based default event for an entity, or the default of a short-term obligation.
A.M. BEST Company, Inc. (a.m. best) LONG-TERM DEBT and Preferred Stock RATINGS
A Best’s long-term debt rating is Best’s independent opinion of an issuer/entity’s ability to meet its ongoing financial
obligations to security holders when due.
aaa: Exceptional
—
Assigned to issues where the issuer has an exceptional ability to meet the terms of the obligation.
aa: Very Strong
—
Assigned to issues where the issuer has a very strong ability to meet the terms of the obligation.
a: Strong
—
Assigned to issues where the issuer has a strong ability to meet the terms of the obligation.
bbb: Adequate
—
Assigned to issues where the issuer has an adequate ability to meet the terms of the obligation; however, the
issue is more susceptible to changes in economic or other conditions.
bb: Speculative
—
Assigned to issues where the issuer has speculative credit characteristics, generally due to a modest margin or
principal and interest payment protection and vulnerability to economic changes.
b: Very Speculative
—
Assigned to issues where the issuer has very speculative credit characteristics, generally due to a modest
margin of principal and interest payment protection and extreme vulnerability to economic changes.
ccc, cc, c: Extremely Speculative
—
Assigned to issues where the issuer has extremely speculative credit characteristics,
generally due to a minimal margin of principal and interest payment protection and/or limited ability to withstand adverse
changes in economic or other conditions.
d: In Default
—
Assigned to issues in default on payment of principal, interest or other terms and conditions, or when a
bankruptcy petition or similar action has been filed.
Ratings from
“
aa
”
to
“
ccc
”
may be enhanced with a
“
+
”
(plus) or
“
-
”
(minus) to indicate whether credit quality is near the top
or bottom of a category.
A.M. BEST SHORT-TERM DEBT RATINGS
A Best’s short-term debt rating is Best’s opinion of an issuer/entity’s ability to meet its financial obligations having original
maturities of generally less than one year, such as commercial paper.
AMB-1+ Strongest
—
Assigned to issues where the issuer has the strongest ability to repay short-term debt obligations.
AMB-1 Outstanding
—
Assigned to issues where the issuer has an outstanding ability to repay short-term debt obligations.
AMB-2 Satisfactory
—
Assigned to issues where the issuer has a satisfactory ability to repay short-term debt obligations.
AMB-3 Adequate
—
Assigned to issues where the issuer has an adequate ability to repay short-term debt obligations; however,
adverse economic conditions likely will reduce the issuer’s capacity to meet its financial commitments.
AMB-4 Speculative
—
Assigned to issues where the issuer has speculative credit characteristics and is vulnerable to adverse
economic or other external changes, which could have a marked impact on the company’s ability to meet its
financial commitments.
d: In Default
—
Assigned to issues in default on payment of principal, interest or other terms and conditions, or when a
bankruptcy petition or similar action has been filed.
A.M. Best Rating Modifiers
Both long- and short-term credit ratings can be assigned a modifier.
u
—
Indicates the rating may change in the near term, typically within six months. Generally is event-driven, with positive,
negative or developing implications.
pd
—
Indicates ratings assigned to a company that chose not to participate in A.M. Best’s interactive rating process.
(Discontinued in 2010).
i
—
Indicates rating assigned is indicative.
A.M. BEST RATING OUTLOOK
A.M. Best Credit Ratings are assigned a Rating Outlook that indicates the potential direction of a credit rating over an
intermediate term, generally defined as the next 12 to36 months.
Positive
—
Indicates possible ratings upgrade due to favorable financial/market trends relative to the current trading level.
Negative
—
Indicates possible ratings downgrade due to unfavorable financial/market trends relative to the current trading level.
Stable
—
Indicates low likelihood of rating change due to stable financial/market trends.
Not Rated
Certain nationally recognized statistical rating organizations (NRSROs) may designate certain issues as NR, meaning that the
issue or obligation is not rated.
Addresses
Federated Hermes U.S. SMID Fund
Class A Shares
Class C Shares
Class R6 Shares
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Distributor
Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Investment Adviser
Federated Global Investment Management Corporation
101 Park Avenue
41st Floor
New York, NY 10178
Sub-Adviser
Hermes Investment Management Limited
Sixth Floor
150 Cheapside
London EC2V 6ET
England
Transfer Agent and Dividend Disbursing Agent
State Street Bank and Trust Company
P.O. Box 219318
Kansas City, MO 64121-9318
Custodian
The Bank of New York Mellon
One Wall Street
New York, NY 10286
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116-5072
Appendix
The following is a list of persons, other than the Adviser and its affiliates, that have been approved to receive nonpublic portfolio
holdings information concerning the Fund or Federated Hermes Complex; however, certain persons below might not receive
such information concerning the Fund or Federated Hermes Complex:
CUSTODIAN(S)
The Bank of New York Mellon
SECURITIES LENDING AGENT
Citibank, N.A.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP
LEGAL COUNSEL
Goodwin Procter LLP
K&L Gates LLP
Financial Printer(S)
Donnelley Financial Solutions
Proxy Voting Administrator
Institutional Shareholder Services
SECURITY PRICING SERVICES
Bloomberg L.P.
IHS Markit (Markit North America)
ICE Data Pricing & Reference Data, LLC
JPMorgan PricingDirect
Refinitiv US Holdings Inc.
RATINGS AGENCIES
Fitch, Inc.
Moody’s Investors Service, Inc.
Standard & Poor’s Financial Services LLC
Other SERVICE PROVIDERS
Other types of service providers that have been approved to receive nonpublic portfolio holdings information include service
providers offering, for example, trade order management systems, portfolio analytics, or performance and accounting systems,
such as:
Bank of America Merrill Lynch
Bloomberg L.P.
Citibank, N.A.
Eagle Investment Systems LLC
Electra Information Systems
FactSet Research Systems Inc.
FISGlobal
Institutional Shareholder Services
Investortools, Inc.
MSCI ESG Research LLC
Northern Trust Corporation
Sustainalytics U.S. Inc.
The Yield Book, Inc.
Wolters Kluwer N.V.
Item 28. Exhibits
(c)
|
Instruments
Defining Rights of Security Holders
|
|
|
Federated
Securities Corp. does not issue share certificates for this Fund.
|
|
(d)
|
Investment
Advisory Contracts
|
|
|
Federated
MDTA, LLC
|
|
1
|
Conformed
copy of the Investment Advisory Contract of the Registrant dated June 1, 2017, including Exhibit A and Limited Power of Attorney dated
June 1, 2017 as filed via EDGAR in Post-Effective Amendment No. 31 on June 1, 2020 on Form N-1A (File Nos. 333-218374 and 811-23259).
|
|
|
Federated
Global Investment Management Corp.
|
|
2
|
Conformed
copy of the Investment Advisory Contract of the Registrant dated September 1, 2018, including Exhibits A through H and Limited Power of
Attorney dated September 1, 2018 as filed via EDGAR in Post-Effective Amendment No. 31 on June 1, 2020 on Form N-1A (File Nos. 333-218374
and 811-23259).
|
|
|
Federated
Investment Management Company
|
|
3
|
Conformed
copy of the Investment Advisory Contract of the Registrant dated December 1, 2018, including Exhibits A through C and Limited Power of
Attorney dated December 1, 2018 as filed via EDGAR in Post-Effective Amendment No. 31 on June 1, 2020 on Form N-1A (File Nos. 333-218374
and 811-23259).
|
|
|
|
|
|
Sub-Advisory
Agreement-Federated Global Investment Management Corp and Hermes Investment Management Limited
|
|
4
|
Conformed
copy of the Sub-Advisory Agreement of the Registrant dated September 1, 2018, including Exhibits A through E and Limited Power of Attorney
dated September 1, 2018 as filed via EDGAR in Post-Effective Amendment No. 31 on June 1, 2020 on Form N-1A (File Nos. 333-218374 and 811-23259).
|
|
|
Sub-Advisory
Agreement-Federated Investment Management Company and Hermes Investment Management Limited
|
|
5
|
Conformed
copy of the Sub-Advisory Agreement of the Registrant dated December 1, 2018, including Exhibits A through C and Limited Power of Attorney
dated December 1, 2018 as filed via EDGAR in Post-Effective Amendment No. 31 on June 1, 2020 on Form N-1A (File Nos. 333-218374 and 811-23259).
|
|
|
Sub-Advisory
Agreement-Federated Global Investment Management Corp and Polaris Capital Management, LLC
|
|
6
|
Conformed
copy of the Sub-Advisory Agreement of the Registrant dated August 23, 2019, including Exhibit A and Limited Power of Attorney dated August
23, 2019 as filed via EDGAR in Post-Effective Amendment No. 31 on June 1, 2020 on Form N-1A (File Nos. 333-218374 and 811-23259).
|
|
(f)
|
Bonus
or Profit Sharing Contracts
|
|
|
Not applicable
|
|
(h)
|
Other
Material Contracts
|
|
|
|
|
1
|
Services
Agreement
|
|
(a)
|
Conformed copy of the Services Agreement between
Federated Advisory Services Company and Federated MDTA LLC dated July 31, 2006, including Schedule 1 (revised June 29, 2020).
|
+
|
(b)
|
Conformed copy of the Services Agreement between
Federated Advisory Services Company and Federated Global Investment Management Corp. dated January 1, 2004, including Schedule 1 (revised
June 26, 2020).
|
+
|
(c)
|
Conformed copy of the Services Agreement between
Federated Advisory Services Company and Federated Investment Management Company dated January 1, 2004, including Schedule 1 (revised October
1, 2020).
|
+
|
(d)
|
Conformed
copy of the Second Amended and Restated Services Agreement, amended and restated as of December 1, 2001, between Federated Shareholder
Services Company and the Registrant, including Schedule 1 (revised June 29, 2020).
|
+
|
(e)
|
Conformed
copy of the Principal Shareholder Servicer’s Agreement for Class B Shares of the Registrant dated October 24, 1997.
|
+
|
(f)
|
Conformed copy of the Shareholder Services Agreement
for Class B Shares of the Registrant dated October 24, 1997
|
+
|
|
|
|
2
|
Transfer
Agency Agreement
|
|
|
Conformed copy of the Transfer Agency and Service
Agreement between the Federated Funds and State Street Bank and Trust Company dated January 31, 2017, including Exhibit A (revised June
1, 2020) and Schedules.
|
+
|
|
|
|
3
|
Administrative
Services Agreement
|
|
|
Conformed
copy of the Second Amended and Restated Agreement for Administrative Services between the Federated Funds and Federated Administrative
Services dated September 1, 2017, including Exhibit A (revised September 1, 2020) and Exhibit B
|
+
|
|
|
|
4
|
Financial
Administration and Accounting Agreement
|
|
|
Conformed
copy of the Financial Administration and Accounting Services Agreement between the Federated Funds and The Bank of New York Mellon dated
March 1, 2011, as amended as filed in Post-Effective Amendment No. 33 on July 29, 2020 on Form N-1A (File Nos. 811-23259 and 333-218374).
|
|
(i)
|
Legal
Opinion
|
|
1
|
Conformed
copy of Opinion and Consent of Counsel as to legality of shares being registered for Federated MDT Large Cap Value Fund, as filed in Pre-Effective
Amendment No. 1 on August 25, 2017 on Form N-1A (File Nos. 811-23259 and 333-218374).
|
|
2
|
Conformed
copy of Opinion and Consent of Counsel as to legality of shares being registered for Federated Hermes SDG Engagement Equity Fund, as filed
in Post-Effective Amendment No. 5 on November 1, 2018 on Form N-1A (File Nos. 811-23259 and 333-218374).
|
|
3
|
Conformed
copy of Opinion and Consent of Counsel as to legality of shares being registered for Federated Hermes Global Equity Fund and Federated
Hermes Global Small Cap Fund, as filed in Post-Effective Amendment No. 11 on March 15, 2019 on Form N-1A (File Nos. 811-23259 and 333-218374).
|
|
4
|
Conformed
copy of Opinion and Consent of Counsel as to legality of shares being registered for Federated Hermes Absolute Return Credit Fund and
Federated Hermes Unconstrained Credit Fund, as filed in Post-Effective Amendment No. 12 on March 29, 2019 on Form N-1A (File Nos. 811-23259
and 333-218374).
|
|
5
|
Conformed
copy of Opinion and Consent of Counsel as to legality of shares being registered for Federated Hermes International Equity Fund, as filed
in Post-Effective Amendment No. 17 on June 26, 2019 on Form N-1A (File Nos. 811-23259 and 333-218374).
|
|
6
|
Conformed
copy of Opinion and Consent of Counsel as to legality of shares being registered for Federated Emerging Markets Equity Fund, Federated
International Equity Fund and Federated International Growth Fund, as filed in Post-Effective Amendment No. 20 on August 26, 2019 on Form
N-1A (File Nos. 811-23259 and 333-218374).
|
|
7
|
Conformed
copy of Opinion and Consent of Counsel as to legality of shares being registered for Federated Hermes SDG Engagement High Yield Credit
Fund, as filed in Post-Effective Amendment No. 22 on September 18, 2019 on Form N-1A (File Nos. 811-23259 and 333-218374).
|
|
8
|
Conformed
copy of Opinion and Consent of Counsel as to legality of shares being registered for Federated Hermes U.S. SMID Fund as filed via EDGAR
in Post-Effective Amendment No. 31 on June 1, 2020 on Form N-1A (File Nos. 333-218374 and 811-23259).
|
|
(k)
|
Omitted
Financial Statements
|
|
|
Not Applicable
|
|
+
|
Exhibit is being filed electronically with registration statement
|
|
Exhibit List for Inline
Interactive Data File Submission.
Index No.
|
Description
of Exhibit
|
EX-101.INS
|
XBRL Instance
Document - Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.
|
EX-101.SCH
|
XBRL Taxonomy
Extension Schema Document
|
EX-101.CAL
|
XBRL Taxonomy
Extension Calculation Linkbase
|
EX-101.DEF
|
XBRL Taxonomy
Extension Definition Linkbase
|
EX-101.LAB
|
XBRL Taxonomy
Extension Labels Linkbase
|
EX-101.PRE
|
XBRL Taxonomy
Extension Presentation Linkbase
|
Item
29. Persons Controlled by or Under Common Control with the Fund:
|
No
persons are controlled by the Fund.
|
Item
30. Indemnification
|
Indemnification is provided to Officers and Trustees of the Registrant
pursuant to the Registrant's Declaration of Trust, as amended. This includes indemnification against: (a) any liabilities or expenses
incurred in connection with the defense or disposition of any action, suit or proceeding in which an Officer or Trustee may be or may
have been involved; and (b) any liabilities and expenses incurred by an Officer or Trustee as a result of having provided personally identifiable
information to a regulator or counterparty by or with whom the Registrant (or its series, as applicable) is regulated or engages in business
to satisfy a legal or procedural requirement of such regulator or counterparty.
The Investment Advisory Contract, and Sub-advisory Agreement as applicable,
(collectively, “Advisory Contracts”) between the Registrant and the investment adviser, and sub-adviser as applicable, (collectively,
“Advisers”) of its series, provide that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard
of the obligations or duties under the Advisory Contracts on the part of the Advisers, Advisers shall not be liable to the Registrant
or to any shareholder for any act or omission in the course of or connected in any way with rendering services or for any losses that
may be sustained in the purchase, holding, or sale of any security.
The Registrant’s distribution contract contains provisions
limiting the liability, and providing for indemnification, of the Officers and Trustees under certain circumstances.
Registrant's Trustees and Officers are covered by an Investment Trust
Errors and Omissions Policy.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration
of Trust, as amended, or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred or paid by Trustees), Officers, or controlling persons
of the Registrant in connection with the successful defense of any act, suit, or proceeding) is asserted by such Trustees, Officers, or
controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.
Insofar as indemnification for liabilities may be permitted pursuant to
Section 17 of the Investment Company Act of 1940 for Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant
to the Declaration of Trust, as amended, or otherwise, the Registrant is aware of the position of the Securities and Exchange Commission
as set forth in Investment Company Act Release No. IC-11330. Therefore, the Registrant undertakes that in addition to complying with the
applicable provisions of the Declaration of Trust, as amended, or otherwise, in the absence of a final decision on the merits by a court
or other body before which the proceeding was brought, that an indemnification payment will not be made unless in the absence of such
a decision, a reasonable determination based upon factual review has been made (i) by a majority vote of a quorum of non-party Trustees
who are not interested persons of the Registrant or (ii) by independent legal counsel in a written opinion that the indemnitee was not
liable for an act of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties. The Registrant further undertakes
that advancement of expenses incurred in the defense of a proceeding (upon undertaking for repayment unless it is ultimately determined
that indemnification is appropriate) against an Officer, Trustee or controlling person of the Registrant will not be made absent the fulfillment
of at least one of the following conditions: (i) the indemnitee provides security for his undertaking; (ii) the Registrant is insured
against losses arising by reason of any lawful advances; or (iii) a majority of a quorum of disinterested non-party Trustees or independent
legal counsel in a written opinion makes a factual determination that there is reason to believe the indemnitee will be entitled to indemnification.
|
Item 31 Business and Other Connections of Investment Adviser:
Federated Global Investment Management Corp.
|
For
a description of the other business of the Investment Adviser, see the section entitled “Who Manages the Fund?” in Part A.
The affiliations with the Registrant of one of the Trustees and two of the Officers of the Investment Adviser are included in Part B of
this Registration Statement under "Who Manages and Provides Services to the Fund?" The remaining Trustees of the Investment Adviser
and, in parentheses, their principal occupations are: Thomas R. Donahue, (Chief Financial Officer, Federated Hermes, Inc.) and John B.
Fisher, (Vice Chairman, Federated Hermes, Inc.) 1001 Liberty Avenue, Pittsburgh, PA, 15222-3779. The business addresses of the Officers
of the Investment Adviser are: 1001 Liberty Avenue, Pittsburgh, PA 15222-3779; 101 Park Avenue, 41st Floor, New York, NY 10178
and 400 Meridian Centre, Suite 200, Rochester, NY 14618. Some of these individuals are also officers of a majority of the Investment Advisers
to the investment companies in the Federated Hermes Fund Complex described in Part B of this Registration Statement.
|
The
Officers of the Investment Adviser are:
|
Chairman:
|
J.
Christopher Donahue
|
President/
Chief Executive Officer:
|
John
B. Fisher
|
Executive
Vice President:
|
Stephen
F. Auth
|
Senior
Vice Presidents:
|
Timothy Goodger
James Gordon
Stephen K. Gutch
Anne M. Kruczek
William P. Pribanic
Martin Christian Schulz
Hans Utsch
Richard A Winkowski, Jr.
Yu (Calvin) Zhang
|
Vice
Presidents:
|
Thomas J. Banks
Mark S. Bauknight
Thomas M. Brakel
G. Andrew Bonnewell
Steven A. Chiavarone
Darius Czoch
Stephen DeNichilo
Fabrice Di Giusto
John S. Ettinger
Steven Friedman
Marc Halperin
Qun Liu
Barbara E. Miller
John F. Sherman
Anastacio U. Teodoro, IV
Vivian Wohl
|
Assistant
Vice Presidents:
|
William Scott Camp
Charles Curran
Michael Czekaj
Mary Anne DeJohn
John F. Garnish
Keith Michaud
Robert Szeles
Albert Ming-Li Yu
|
Secretary:
|
G.
Andrew Bonnewell
|
Assistant
Secretaries:
|
Edward C. Bartley
George F. Magera
|
Treasurer:
|
Thomas
R. Donahue
|
Assistant
Treasurers:
|
Jeremy
D. Boughton
Richard A. Novak
|
Chief
Compliance Officer:
|
Stephen
Van Meter
|
Item 31 Business and Other Connections of Investment Adviser:
Federated Investment Management Company
|
For
a description of the other business of the Investment Adviser, see the section entitled “Who Manages the Fund?” in Part A.
The affiliations with the Registrant of two of the Trustees and two of the Officers of the Investment Adviser are included in Part B of
this Registration Statement under "Who Manages and Provides Services to the Fund?" The remaining Trustees of the Investment Adviser
and, in parentheses, their principal occupations are: Thomas R. Donahue, (Chief Financial Officer, Federated Hermes, Inc.), 1001 Liberty
Avenue, Pittsburgh, PA, 15222-3779, John B. Fisher, (Vice Chairman, Federated Hermes, Inc.) 1001 Liberty Avenue, Pittsburgh, PA, 15222-3779
and James J. Gallagher, II, Partner, Morris James LLP, 500 Delaware Avenue, Suite 1500, Wilmington, DE 19801-1494. The business address
of each of the Officers of the Investment Adviser is 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3779. These individuals are also
officers of a majority of the Investment Advisers to the investment companies in the Federated Hermes Fund Complex described in Part B
of this Registration Statement.
|
The
Officers of the Investment Adviser are:
|
Chairman:
|
J.
Christopher Donahue
|
President/
Chief Executive Officer:
|
John
B. Fisher
|
Executive
Vice Presidents:
|
Deborah A. Cunningham
Robert J. Ostrowski
|
Senior
Vice Presidents:
|
Todd Abraham
J. Scott Albrecht
Randall S. Bauer
Jonathan C. Conley
Mark E. Durbiano
Donald T. Ellenberger
Eamonn G. Folan
Richard J. Gallo
John T. Gentry
Susan R. Hill
William R. Jamison
Jeffrey A. Kozemchak
Anne H. Kruczek
Marian R. Marinack
Mary Jo Ochson
Jeffrey A. Petro
Ihab Salib
Michael W. Sirianni, Jr.
Steven J. Wagner
Paige Wilhelm
|
Vice
Presidents:
|
Christopher S. Bodamer
G. Andrew Bonnewell
Hanan Callas
David B. Catalane, Jr.
Leslie Ciferno
Jerome Conner
Lee R. Cunningham, II
Gregory Czamara, V
B. Anthony Delserone, Jr.
Joseph A. Delvecchio
Jason DeVito
Bryan Dingle
William Ehling
Ann Ferentino
Kevin M. Fitzpatrick
Timothy P. Gannon
Kathryn P. Glass
James L. Grant
Patricia L. Heagy
Nathan H. Kehm
John C. Kerber
J. Andrew Kirschler
Allen J. Knizner
Tracey Lusk
Karen Manna
Daniel James Mastalski
Robert J. Matthews
Christopher McGinley
Keith E. Michaud
Karl Mocharko
Joseph M. Natoli
Gene Neavin
Bob Nolte
Liam O’Connell
Mary Kay Pavuk
John Polinski
Rae Ann Rice
Brian Ruffner
Thomas C. Scherr
John Sidawi
Kyle Stewart
Patrick J. Strollo, III
Mary Ellen Tesla
James Damen Thompson
Timothy G. Trebilcock
Nicholas S. Tripodes
Anthony A. Venturino
Mark Weiss
George B. Wright
Christopher Wu
|
Assistant
Vice Presidents:
|
John Badeer
Ian Paul Bangor
Patrick Benacci
Nicholas Cecchini
James Chelmu
Joseph Engel
Brandon Ray Hochstetler
Jeff J. Ignelzi
Nick Navari
Bradley Payne
Braden Rotberg
John W. Scullion
Steven J. Slanika
Peter Snook
Randal Stuckwish
Michael S. Wilson
|
Secretary:
|
G.
Andrew Bonnewell
|
Assistant
Secretaries:
|
Edward C. Bartley
George F. Magera
|
Treasurer:
|
Thomas
R. Donahue
|
Assistant
Treasurers:
|
Jeremy
D. Boughton
Richard A. Novak
|
Chief
Compliance Officer:
|
Stephen
Van Meter
|
Item 31 Business and Other Connections of Investment Adviser:
Federated MDTA LLC
|
For
a description of the other business of the Investment Adviser, see the section entitled “Who Manages the Fund?” in Part A.
The affiliations with the Registrant of one of the Trustees and one of the Officers of the Investment Adviser are included in Part B of
this Registration Statement under "Who Manages and Provides Services to the Fund?" The remaining Trustees of the Investment Adviser
and, in parentheses, their principal occupations are: Thomas R. Donahue, (Chief Financial Officer, Federated Hermes, Inc.), 1001 Liberty
Avenue, Pittsburgh, PA, 15222-3779, and John B. Fisher, (Vice Chairman, Federated Hermes, Inc.) 1001 Liberty Avenue, Pittsburgh, PA, 15222-3779.
The business address of Gordon Ceresino is 125 High Street, Oliver Tower, 21st Floor, Boston, MA 02110. The business address of the remaining
Officers of the Investment Adviser is 1001 Liberty Avenue, Pittsburgh, PA 15222-3779. These remaining officers are also officers of a
majority of the Investment Advisers to the investment companies in the Federated Hermes Fund Complex described in Part B of this Registration
Statement.
|
The
Officers of the Investment Adviser are:
|
Chairman:
|
J.
Christopher Donahue
|
Vice
Chairman:
|
Gordon
Ceresino
|
President/
Chief Executive Officer:
|
John
B. Fisher
|
Senior
Vice President:
|
Edward Foss
Anne Kruczek
Daniel Mahr
William Pribanic
|
Vice
Presidents:
|
John C. Duane
Frederick L. Konopka
John P. Lewicke
Keith Michaud
John F. Sherman
Sarah A. Stahl
Gregory Sterzel
Shuo Damien Zhang
|
Assistant
Vice Presidents:
|
Thomas. T. Beals
Michael G. Bertani
Tony Ng
Kelly Patel
Kevin R. Walker
|
Secretary:
|
George
F. Magera
|
Assistant
Secretary:
|
Edward C. Bartley
|
Treasurer:
|
Richard
A. Novak
|
Assistant
Treasurer:
|
Jeremy
D. Boughton
|
Chief
Compliance Officer:
|
Stephen
Van Meter
|
Item
32 Principal Underwriters:
|
(a)
|
Federated
Securities Corp., the Distributor for shares of the Registrant, acts as principal underwriter for the following investment companies,
including the Registrant:
|
|
Federated
Hermes Adjustable Rate Securities Trust
|
|
Federated
Hermes Adviser Series
|
|
Federated
Hermes Core Trust
|
|
Federated
Hermes Core Trust III
|
|
Federated
Hermes Equity Funds
|
|
Federated
Hermes Equity Income Fund, Inc.
|
|
Federated
Hermes Fixed Income Securities, Inc.
|
|
Federated
Hermes Global Allocation Fund
|
|
Federated
Hermes Government Income Securities, Inc.
|
|
Federated
Hermes Government Income Trust
|
|
Federated
Hermes High Income Bond Fund, Inc.
|
|
Federated
Hermes High Yield Trust
|
|
Federated
Hermes Income Securities Trust
|
|
Federated
Hermes Index Trust
|
|
Federated
Hermes Institutional Trust
|
|
Federated
Hermes Insurance Series
|
|
Federated
Hermes Intermediate Municipal Trust
|
|
Federated
Hermes International Series, Inc.
|
|
Federated
Hermes Investment Series Funds, Inc.
|
|
Federated
Hermes Managed Pool Series
|
|
Federated
Hermes MDT Series
|
|
Federated
Hermes Money Market Obligations Trust
|
|
Federated
Hermes Municipal Bond Fund, Inc.
|
|
Federated
Hermes Municipal Securities Income Trust
|
|
Federated
Hermes Premier Municipal Income Fund
|
|
Federated
Hermes Project and Trade Finance Tender Fund
|
|
Federated
Hermes Short-Intermediate Duration Municipal Trust
|
|
Federated
Hermes Short-Intermediate Government Trust
|
|
Federated
Hermes Short-Term Government Trust
|
|
Federated
Hermes Total Return Government Bond Fund
|
|
Federated
Hermes Total Return Series, Inc.
|
|
Federated
Hermes World Investment Series, Inc.
|
(b)
|
|
|
(1)
Positions and Offices with Distributor
|
(2)
Name
|
(3)
Positions and Offices With Registrant
|
Executive
Vice President, Assistant Secretary and Director:
|
Thomas
R. Donahue
|
|
President
and Director:
|
Paul
Uhlman
|
|
Vice
President and Director:
|
Peter
J. Germain
|
|
Director:
|
Frank
C. Senchak
|
|
(1)
Positions and Offices with Distributor
|
(2)
Name
|
(3)
Positions and Offices With Registrant
|
Executive
Vice Presidents:
|
Michael Bappert
Peter W. Eisenbrandt
Solon A. Person, IV
|
|
Senior
Vice Presidents:
|
Irving Anderson
Daniel G. Berry
Jack Bohnet
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
|
|
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, Federated Hermes Conservative Microshort Fund, Federated
Hermes Conservative Municipal Microshort 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
|
Item
34. Management Services: Not applicable.
|
|
|
|
Item
35. Undertakings:
|
Registrant
hereby undertakes to comply with the provisions of Section 16(c) of the 1940 Act with respect to the removal of Trustees and the calling
of special shareholder meetings by shareholders.
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, the Registrant, Federated 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 27th day of October, 2020.
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FEDERATED
HERMES ADVISER SERIES
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BY: /s/ George F. Magera
George F. Magera, Assistant Secretary
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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:
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NAME
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TITLE
|
DATE
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BY: /s/ George F. Magera
George F. Magera,
Assistant Secretary
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Attorney
In Fact For the Persons Listed Below
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October
27, 2020
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J.
Christopher Donahue*
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President
and Trustee (Principal Executive Officer)
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John
B. Fisher*
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Trustee
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Lori
A. Hensler*
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Treasurer
(Principal Financial Officer/Principal Accounting Officer)
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John
T. Collins*
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Trustee
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G.
Thomas Hough*
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Trustee
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Maureen
E. Lally-Green*
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Trustee
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Charles
F. Mansfield, Jr.*
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Trustee
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Thomas
O’Neill*
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Trustee
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P.
Jerome Richey*
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Trustee
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John
S. Walsh*
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Trustee
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*By
Power of Attorney
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Exhibit 28 e
(2) under Form N-1A
Exhibit (1) under Item 601/Reg. S-K
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 24th day
of October, 1997, by and between those Investment Companies on behalf of the Portfolios and Classes of Shares listed on Schedule
A to Exhibit 1, as may be amended from time to time, having their principal place of business at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779, and who have approved this form of Agreement, and FEDERATED SECURITIES CORP. ("FSC"), a Pennsylvania
Corporation. Each of the Exhibits hereto is incorporated herein in its entirety and made a part hereof. In the event of any inconsistency
between the terms of this Agreement and the terms of any applicable Exhibit, the terms of the applicable Exhibit shall govern.
In consideration of the mutual
covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:
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1.
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Each of the Investment Companies hereby appoint FSC as agent to sell and distribute shares of the
Investment Companies which may be offered in one or more series (the "Funds") consisting of one or more classes (the
"Classes") of shares (the "Shares"), as described and set forth on one or more exhibits to this Agreement,
at the current offering price thereof as described and set forth in the current Prospectuses of the Funds. FSC hereby accepts such
appointment and agrees to provide such other services for the Investment Companies, if any, and accept such compensation from the
Investment Companies, if any, as set forth in the applicable exhibits to this Agreement.
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2.
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The sale of any Shares may be suspended without prior notice whenever in the judgment of the applicable
Investment Company it is in its best interest to do so.
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3.
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Neither FSC nor any other person is authorized by the Investment Companies to give any information
or to make any representation relative to any Shares other than those contained in the Registration Statement, Prospectuses, or
Statements of Additional Information ("SAIs") filed with the Securities and Exchange Commission, as the same may be amended
from time to time, or in any supplemental information to said Prospectuses or SAIs approved by the Investment Companies. FSC agrees
that any other information or representations other than those specified above which it or any dealer or other person who purchases
Shares through FSC may make in connection with the offer or sale of Shares, shall be made entirely without liability on the part
of the Investment Companies. No person or dealer, other than FSC, is authorized to act as agent for the Investment Companies for
any purpose. FSC agrees that in offering or selling Shares as agent of the Investment Companies, it will, in all respects, duly
conform to all applicable state and federal laws and the rules and regulations of the National Association of Securities Dealers,
Inc., including its Rules of Fair Practice. FSC will submit to the Investment Companies copies of all sales literature before using
the same and will not use such sales literature if disapproved by the Investment Companies.
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4.
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This Agreement is effective with respect to each Class as of the date of execution of the applicable
exhibit and shall continue in effect with respect to each Class presently set forth on an exhibit and any subsequent Classes added
pursuant to an exhibit during the initial term of this Agreement for one year from the date set forth above, and thereafter for
successive periods of one year if such continuance is approved at least annually by the Trustees/Directors of the Investment Companies
including a majority of the members of the Board of Trustees/Directors of the Investment Companies who are not interested persons
of the Investment Companies and have no direct or indirect financial interest in the operation of any Distribution Plan relating
to the Investment Companies or in any related documents to such Plan ("Disinterested Trustees/Directors") cast in person
at a meeting called for that purpose. If a Class is added after the first annual approval by the Trustees/Directors as described
above, this Agreement will be effective as to that Class upon execution of the applicable exhibit and will continue in effect until
the next annual approval of this Agreement by the Trustees/Directors and thereafter for successive periods of one year, subject
to approval as described above.
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5.
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This Agreement may be terminated with regard to a particular Fund or Class at any time, without
the payment of any penalty, by the vote of a majority of the Disinterested Trustees/Directors or by a majority of the outstanding
voting securities of the particular Fund or Class on not more than sixty (60) days' written notice to any other party to this Agreement.
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6.
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This Agreement may not be assigned by FSC and shall automatically terminate in the event of an
assignment by FSC as defined in the Investment Company Act of 1940, as amended, provided, however, that FSC may employ such other
person, persons, corporation or corporations as it shall determine in order to assist it in carrying out its duties under this
Agreement.
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7.
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FSC shall not be liable to the Investment Companies for anything done or omitted by it, except
acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed by this
Agreement.
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8.
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This Agreement may be amended at any time by mutual agreement in writing of all the parties hereto,
provided that such amendment is approved by the Trustees/Directors of the Investment Companies including a majority of the Disinterested
Trustees/Directors of the Investment Companies cast in person at a meeting called for that purpose.
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9.
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This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth
of Pennsylvania.
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10.
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(a) Subject to the conditions set forth below, the Investment Companies agree to indemnify and
hold harmless FSC and each person, if any, who controls FSC within the meaning of Section 15 of the Securities Act of 1933
and Section 20 of the Securities Act of 1934, as amended, against any and all loss, liability, claim, damage and expense whatsoever
(including but not limited to any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or any claim whatsoever) arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement, any Prospectuses or SAIs (as from time to time amended
and supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to
make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with
written information furnished to the Investment Companies about FSC by or on behalf of FSC expressly for use in the Registration
Statement, any Prospectuses and SAIs or any amendment or supplement thereof.
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If any action is brought against FSC or any controlling
person thereof with respect to which indemnity may be sought against any Investment Company pursuant to the foregoing paragraph,
FSC shall promptly notify the Investment Company in writing of the institution of such action and the Investment Company shall
assume the defense of such action, including the employment of counsel selected by the Investment Company and payment of expenses.
FSC or any such controlling person thereof shall have the right to employ separate counsel in any such case, but the fees and expenses
of such counsel shall be at the expense of FSC or such controlling person unless the employment of such counsel shall have been
authorized in writing by the Investment Company in connection with the defense of such action or the Investment Company shall not
have employed counsel to have charge of the defense of such action, in any of which events such fees and expenses shall be borne
by the Investment Company. Anything in this paragraph to the contrary notwithstanding, the Investment Companies shall not be liable
for any settlement of any such claim of action effected without their written consent. The Investment Companies agree promptly
to notify FSC of the commencement of any litigation or proceedings against the Investment Companies or any of their officers or
Trustees/Directors or controlling persons in connection with the issue and sale of Shares or in connection with the Registration
Statement, Prospectuses, or SAIs.
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(b)
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FSC agrees to indemnify and hold harmless the Investment Companies, each of its Trustees/Directors,
each of its officers who have signed the Registration Statement and each other person, if any, who controls the Investment Companies
within the meaning of Section 15 of the Securities Act of 1933, but only with respect to statements or omissions, if any,
made in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof in reliance upon, and in conformity
with, information furnished to the Investment Companies about FSC by or on behalf of FSC expressly for use in the Registration
Statement or any Prospectus, SAI, or any amendment or supplement thereof. In case any action shall be brought against any Investment
Company or any other person so indemnified based on the Registration Statement or any Prospectus, SAI, or any amendment or supplement
thereof, and with respect to which indemnity may be sought against FSC, FSC shall have the rights and duties given to the Investment
Companies, and the Investment Companies and each other person so indemnified shall have the rights and duties given to FSC by the
provisions of subsection (a) above.
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(c)
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Nothing herein contained shall be deemed to protect any person against liability to the Investment
Companies or their shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of the duties of such person or by reason of the reckless disregard by such person of the obligations
and duties of such person under this Agreement.
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(d)
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Insofar as indemnification for liabilities may be permitted pursuant to Section 17 of the
Investment Company Act of 1940, as amended, for Trustees/Directors, officers, FSC and controlling persons of the Investment Companies
by the Trustees/Directors pursuant to this Agreement, the Investment Companies are aware of the position of the Securities and
Exchange Commission as set forth in the Investment Company Act Release No. IC-11330. Therefore, the Investment Companies undertakes
that in addition to complying with the applicable provisions of this Agreement, 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 Disinterested Trustees/Directors, 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 Investment Companies
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, Trustees/Directors, FSC or controlling person
of the Investment Companies 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 Investment Companies is insured against losses arising by reason of any lawful
advances; or (iii) a majority of a quorum of non-party Disinterested Trustees/Directors 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.
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11.
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If at any time the Shares of any Fund are offered in two or more Classes, FSC agrees to adopt compliance
standards as to when a class of shares may be sold to particular investors.
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12.
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This Agreement will become binding on the parties hereto upon the execution of the attached exhibits
to the Agreement.
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Exhibit 1
to the
Distributor’s Contract
The following provisions are hereby incorporated
and made part of the Distributor’s Contract (the “Distributor’s Contract”) dated October 24, 1997, between
the Investment Companies and Federated Securities Corp. as principal distributor (the “Principal Distributor”) with
respect to the Class B Shares of the portfolios (the “Funds”) set forth on the attached Schedule A. References herein
to this Distributor’s Contract refer to the Distributor’s Contract as supplemented hereby and made applicable hereby
to the Class B Shares of the Funds. In the event of any inconsistency between the terms of this Exhibit and the terms of the Distributor’s
Contract, the terms of this Exhibit will govern. Once effective in respect of the Class of Shares of any Fund set forth above,
the Distributors Contract as amended by this Exhibit shall be effective in respect of all shares of such class outstanding whether
issued prior to or after such effectiveness.
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1.
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The Investment Companies hereby appoints the Principal Distributor to engage in activities principally
intended to result in the sale of Class B Shares (“Class B Shares”) of each Fund. Pursuant to this appointment, the
Principal Distributor is authorized to select a group of financial institutions (“Financial Institutions”) to sell
Class B Shares of a Fund at the current offering price thereof as described and set forth in the respective prospectuses of the
Fund.
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2.
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(a) In consideration of the Principal Distributor’s services under this Distributor’s
Contract in respect of each Fund the Investment Companies on behalf of the Fund agree: (I) to pay the Principal Distributor or
at its direction its “Allocable Portion” (as hereinafter defined) of a fee (the “Distribution Fee”) equal
to 0.75 of 1% per annum of the average daily net asset value of the Class B Shares of the Fund outstanding from time to time, and
(II) to withhold from redemption proceeds in respect of Class B Shares of the Fund such Principal Distributor’s Allocable
Portion of the Contingent Deferred Sales Charges (“CDSCs”) payable in respect of such redemption as provided in the
Prospectus for the Fund and to pay the same over to such Principal Distributor or at its direction at the time the redemption proceeds
in respect of such redemption are payable to the holder of the Class B Shares redeemed.
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(b)
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The Principal Distributor will be deemed to have performed all services required to be performed
in order to be entitled to receive its Allocable Portion of the Distribution Fee payable in respect of the Class B Shares of a
Fund upon the settlement of each sale of a “Commission Share” (as defined in the Allocation Schedule attached hereto
as Schedule B) of the Fund taken into account in determining such Principal Distributor’s Allocable Portion of such Distribution
Fees.
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(c)
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Notwithstanding anything to the contrary set forth in this Exhibit, the Distributor’s Contract
or (to the extent waiver thereof is permitted thereby) applicable law, the Investment Companies’ obligation to pay the Principal
Distributor’s Allocable Portion of the Distribution Fees payable in respect of the Class B Shares of a Fund shall not be
terminated or modified for any reason (including a termination of this Distributor’s Contract as it relates to Class B Shares
of a Fund) except to the extent required by a change in the Investment Company Act of 1940 (the “Act”) or the Conduct
Rules of the National Association of Securities Dealers, Inc., in either case enacted or promulgated after May 1, 1997, or in connection
with a “Complete Termination” (as hereinafter defined) of the Distribution Plan in respect of the Class B Shares of
a Fund.
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(d)
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The Investment Companies will not take any action to waive or change any CDSC in respect of the
Class B Shares of a Fund, except as provided in the Investment Companies’ prospectus or statement of additional information
as in effect as of the date hereof without the consent of the Principal Distributor and the permitted assigns of all or any portion
of its right to its Allocable Portion of the CDSCs.
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(e)
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Notwithstanding anything to the contrary set forth in this Exhibit, the Distributor’s Contract,
or (to the extent waiver thereof is permitted thereby) applicable law, neither the termination of the Principal Distributor’s
role as principal distributor of the Class B Shares of a Fund, nor the termination of this Distributor’s Contract nor the
termination of the Distribution Plan will terminate such Principal Distributor’s right to its Allocable Portion of the CDSCs
in respect of the Class B Shares of a Fund.
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(f)
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Notwithstanding anything to the contrary in this Exhibit, the Distributor’s Contract, or
(to the extent waiver thereof is permitted thereby) applicable law, the Principal Distributor may assign, sell or pledge (collectively,
a “Transfer”) its rights to its Allocable Portion of the Distribution Fees and CDSCs earned by it (but not its obligations
to the Investment Companies under this Distributor’s Contract) in respect of the Class B Shares of a Fund to raise funds
to make the expenditures related to the distribution of Class B Shares of the Fund and in connection therewith upon receipt of
notice of such Transfer, the Investment Companies shall pay, or cause to be paid to the assignee, purchaser or pledgee (collectively
with their subsequent transferees, “Transferees”) such portion of the Principal Distributor’s Allocable Portion
of the Distribution Fees and CDSCs in respect of the Class B Shares of the Fund so Transferred. Except as provided in (c) above
and notwithstanding anything to the contrary set forth elsewhere in this Exhibit, the Distributor’s Contract, or (to the
extent waiver thereof is permitted thereby) applicable law, to the extent the Principal Distributor has Transferred its rights
thereto to raise funds as aforesaid, the Investment Companies’ obligation to pay to the Principal Distributor’s Transferees
the Principal Distributor’s Allocable Portion of the Distribution Fees payable in respect of the Class B Shares of each Fund
shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim or any defense whatsoever, including
without limitation, any of the foregoing based on the insolvency or bankruptcy of the Principal Distributor (it being understood
that such provision is not a waiver of the Investment Companies’ right to pursue such Principal Distributor and enforce such
claims against the assets of such Principal Distributor other than the Distributor’s right to the Distribution Fees, CDSCs
and servicing fees, in respect of the Class B Shares of any Fund which have been so transferred in connection with such Transfer).
The Fund agrees that each such Transferee is a third party beneficiary of the provisions of this clause (f) but only insofar as
those provisions relate to Distribution Fees and CDSCs transferred to such Transferee.
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|
(g)
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For purposes of this Distributor’s Contract, the term Allocable Portion of Distribution
Fees payable in respect of the Class B Shares of any Fund shall mean the portion of such Distribution Fees allocated to such Principal
Distributor in accordance with the Allocation Schedule attached hereto as Schedule B.
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(h)
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For purposes of this Distributor’s Contract, the term “Complete Termination” of
the Plan in respect of any Fund means a termination of the Plan involving the complete cessation of the payment of Distribution
Fees in respect of all Class B Shares of such Fund, and the termination of the distribution plans and the complete cessation of
the payment of distribution fees pursuant to every other Distribution Plan pursuant to rule 12b-1 of the Investment Companies in
respect of such Fund and any successor Fund or any Fund acquiring a substantial portion of the assets of such Fund and for every
future class of shares which has substantially similar characteristics to the Class B Shares of such Fund including the manner
of payment and amount of sales charge, contingent deferred sales charge or other similar charges borne directly or indirectly by
the holders of such shares.
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|
3.
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The Principal Distributor may enter into separate written agreements with various firms to provide
certain of the services set forth in Paragraph 1 herein. The Principal Distributor, in its sole discretion, may pay Financial Institutions
a lump sum fee on the settlement date for the sale of each Class B Share of the Fund to their clients or customers for distribution
of such share. The schedules of fees to be paid such firms or Financial Institutions and the basis upon which such fees will be
paid shall be determined from time to time by the Principal Distributor in its sole discretion.
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4.
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The Principal Distributor will prepare reports to the Board of Trustees/Directors of the Investment
Companies on a quarterly basis showing amounts expended hereunder including amounts paid to Financial Institutions and the purpose
for such expenditures.
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In consideration of the mutual covenants set
forth in the Distributor’s Contract between the Investment Companies and the Principal Distributor, the Principal Distributor
and the Investment Companies hereby execute and deliver this Exhibit with respect to the Class B Shares of the Fund.
Witness the due execution hereof this 24th day
of October, 1997.
ATTEST:
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INVESTMENT COMPANIES (listed on Schedule A)
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|
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By: /s/ S. Elliott Cohan
|
By: /s/ John W. McGonigle
|
Title: Assistant Secretary`
|
Title: Executive Vice President
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|
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ATTEST:
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FEDERATED SECURITIES CORP.
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By: /s/ Leslie K. Platt
|
By: /s/ Byron F. Bowman
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Title: Assistant Secretary
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Title: Vice President
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Schedule B
to the
Distributor’s Contract
for Class B Shares of the
Federated Funds
ALLOCATION SCHEDULE
Contingent Deferred Sales Charges and Asset
Based Sales Charges related to Shares of each Fund shall be allocated among the existing Principal Distributor and any subsequent
Principal Distributor in accordance with this Schedule B.
Defined terms used in this Schedule B and
not otherwise defined herein shall have the meaning assigned to them in the Distributor’s Contract. As used herein the following
terms shall have the meanings indicated:
[ ]
PART I: ATTRIBUTION OF SHARES
[ ]
PART II: ALLOCATION OF CONTINGENT DEFERRED SALES CHARGES (“CDSCs”)
[ ]
PART III: ALLOCATION OF ASSET BASED SALES
CHARGES
[ ]
PART IV: ADJUSTMENTS OF
THE EXISTING PRINCIPAL DISTRIBUTOR’S AND EACH SUBSEQUENT PRINCIPAL DISTRIBUTOR’S ALLOCABLE SHARE OF ASSET BASED SALES
CHARGES AND CONTINGENT DEFERRED SALES CHARGES
[ ]
EXHIBIT I
SELLING AGENTS CURRENTLY OFFERING
OMNIBUS SHARES
[ ]
Amendment to
Distributor’s Contract
between
the Federated Funds with
Class B Shares
and
Federated Securities Corp.
This Amendment to the Distributor’s Contract
(the “Agreement”) between the Federated Funds listed on Schedule A to the Agreement, (each a “Fund” and
collectively, the “Funds”) and Federated Securities Corp. (“Distributor”) is made and entered into as of
the 1st day of October, 2003.
WHEREAS, each Fund has entered into the Agreement
with the Distributor under and pursuant to which the Distributor is the principal underwriter of the shares of the Fund;
WHEREAS, the Securities and Exchange Commission
and the United States Treasury Department (“Treasury Department”) have adopted a series of rules and regulations arising
out of the USA PATRIOT Act (together with such rules and regulations, the “Applicable Law”), specifically requiring
certain financial institutions, including the Funds and the Distributor, to establish a written anti-money laundering and customer
identification program (“Program”);
WHEREAS, each of the Funds and the Distributor
have established a Program and wish to amend the Agreement to reflect the existence of such Programs and confirm the allocation
of responsibility for the performance of certain required functions;
NOW, THEREFORE, the parties intending to be
legally bound agree and amend the Agreement as follows:
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1.
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The Funds and the Distributor each represent, warrant and certify that they have established,
and covenant that at all times during the existence of the Agreement they will maintain, a Program in compliance with Applicable
Law.
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2.
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The Funds each represent and warrant that the Funds have entered into an amendment to the agreement
with the transfer agent of the Funds, pursuant to which the transfer agent has agreed to perform all activities, including the
establishment and verification of customer identities as required by Applicable Law or its Program, with respect to all customers
on whose behalf Distributor maintains an account with the Funds.
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3.
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Distributor covenants that it will enter into appropriate amendments to selling or other agreements
with financial institutions that establish and maintain accounts with the Funds on behalf of their customers, pursuant to which
such financial institutions covenant to establish and maintain a Program with respect to those customers in accordance with Applicable
Law.
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In all other respects, the Agreement first referenced
above shall remain in full force and effect.
WITNESS the due execution hereof as
of the 1st day of October, 2003.
FEDERATED FUNDS WITH CLASS B SHARES
(listed on Schedule A to the Agreement)
By: /s/ John W. McGonigle
Name: John W. McGonigle
Title: Executive Vice President
federated
Securities Corp.
By: /s/ James F. Getz
Name: James F. Getz
Title: President - Broker/Dealer
Amendment to
Distributor’s Contract
between
Federated Funds with Class
B Shares
and
Federated Securities Corp.
This Amendment to the Distributor’s
Contract (“Agreement”) dated October 24, 1997, between those Federated Funds with Class B Shares listed on the Exhibit
to the Agreement (“Fund”) and Federated Securities Corp. (“Service Provider”) is made and entered into
as of the 1st day of June, 2001.
WHEREAS, the Fund has entered into the Agreement
with the Service Provider;
WHEREAS, the Securities and Exchange Commission
has adopted Regulation S-P at 17 CFR Part 248 to protect the privacy of individuals who obtain a financial product or service for
personal, family or household use;
WHEREAS, Regulation S-P permits financial institutions,
such as the Fund, to disclose ”nonpublic personal information” (“NPI”) of its “customers” and
“consumers” (as those terms are therein defined in Regulation S-P) to affiliated and nonaffiliated third parties of
the Fund, without giving such customers and consumers the ability to opt out of such disclosure, for the limited purposes of processing
and servicing transactions (17 CFR § 248.14) (“Section 248.14 NPI”); for specified law enforcement and miscellaneous
purposes (17 CFR § 248.15) (“Section 248.15 NPI”) ; and to service providers or in connection with joint marketing
arrangements (17 CFR § 248.13) (“Section 248.13 NPI”);
WHEREAS, Regulation S-P provides that the right
of a customer and consumer to opt out of having his or her NPI disclosed pursuant to 17 CFR § 248.7 and 17 CFR § 248.10
does not apply when the NPI is disclosed to service providers or in connection with joint marketing arrangements, provided the
Fund and third party enter into a contractual agreement that prohibits the third party from disclosing or using the information
other than to carry out the purposes for which the Fund disclosed the information (17 CFR § 248.13);
NOW, THEREFORE, the parties intending to be
legally bound agree as follows:
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1.
|
The Fund and the Service Provider hereby acknowledge that the Fund may disclose shareholder NPI
to the Service Provider as agent of the Fund and solely in furtherance of fulfilling the Service Provider’s contractual obligations
under the Agreement in the ordinary course of business to support the Fund and its shareholders.
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|
2.
|
The Service Provider hereby agrees to be bound to use and redisclose such NPI only for the limited
purpose of fulfilling its duties and obligations under the Agreement, for law enforcement and miscellaneous purposes as permitted
in 17 CFR §§ 248.15, or in connection with joint marketing arrangements that the Funds may establish with the Service
Provider in accordance with the limited exception set forth in 17 CFR § 248.13.
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|
3.
|
The Service Provider further represents and warrants that, in accordance with 17 CFR § 248.30,
it has implemented, and will continue to carry out for the term of the Agreement, policies and procedures reasonably designed to:
|
|
·
|
insure the security and confidentiality of records and NPI of Fund customers,
|
|
·
|
protect against any anticipated threats or hazards to the security
or integrity of Fund customer records and NPI, and
|
|
·
|
protect against unauthorized access to or use of such Fund customer
records or NPI that could result in substantial harm or inconvenience to any Fund customer.
|
|
4.
|
The Service Provider may redisclose Section 248.13 NPI only to: (a) the Funds and affiliated persons of the Funds (“Fund
Affiliates”); (b) affiliated persons of the Service Provider (“Service Provider Affiliates”) (which in turn may
disclose or use the information only to the extent permitted under the original receipt); (c) a third party not affiliated with
the Service Provider of the Funds (“Nonaffiliated Third Party”) under the service and processing (§248.14) or
miscellaneous (§248.15) exceptions, but only in the ordinary course of business to carry out the activity covered by the exception
under which the Service Provider received the information in the first instance; and (d) a Nonaffiliated Third Party under the
service provider and joint marketing exception (§248.13), provided the Service Provider enters into a written contract with
the Nonaffiliated Third Party that prohibits the Nonaffiliated Third Party from disclosing or using the information other than
to carry out the purposes for which the Funds disclosed the information in the first instance.
|
|
5.
|
The Service Provider may redisclose Section 248.14 NPI and Section 248.15 NPI to: (a) the Funds and Fund Affiliates; (b) Service
Provider Affiliates (which in turn may disclose the information to the same extent permitted under the original receipt); and (c)
a Nonaffiliated Third Party to whom the Funds might lawfully have disclosed NPI directly.
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|
6.
|
The Service Provider is obligated to maintain beyond the termination date of the Agreement the
confidentiality of any NPI it receives from the Fund in connection with the Agreement or any joint marketing arrangement, and hereby
agrees that this Amendment shall survive such termination.
|
WITNESS the due execution hereof this 1st day
of June, 2001.
Federated Funds with Class B Shares
(listed on the Exhibit to the Agreement)
By: /s/ John W. McGonigle
Name: John W. McGonigle
Title: Secretary
Federated Securities Corp.
By: /s/ David M. Taylor
Name: David M. Taylor
Title: Executive Vice President
Schedule A
DISTRIBUTOR’S
CONTRACT
Effective Date: Class B Shares of: Revised
6/29/20
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|
5/16/2017
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FEDERATED HERMESADVISER SERIES (Formerly Federated MDT Equity Trust)
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Federated Hermes MDT Large Cap Value Fund
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FEDERATED HERMES EQUITY FUNDS
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12/1/00
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Federated Hermes Kaufmann Fund
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12/1/02
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Federated Hermes Kaufmann Small Cap Fund
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10/24/97
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Federated Hermes MDT Mid Cap Growth Fund
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10/24/97
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FEDERATED HERMES EQUITY INCOME FUND, INC.
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FEDERATED HERMES FIXED INCOME SECURITIES, INC.
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10/24/97
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Federated Hermes Strategic Income Fund
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6/1/08
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FEDERATED HERMES GLOBAL ALLOCATION FUND
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10/24/97
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FEDERATED HERMES GOVERNMENT INCOME SECURITIES, INC.
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10/24/97
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FEDERATED HERMES HIGH INCOME BOND FUND, INC.
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9/1/02
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FEDERATED HERMES INCOME SECURITIES TRUST
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12/1/02
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Federated Hermes Capital Income Fund
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9/1/02
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Federated Hermes Fund for U.S. Government Securities
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9/1/03
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Federated Hermes Muni and Stock Advantage Fund
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FEDERATED HERMES INTERNATIONAL SERIES, INC.
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10/24/97
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Federated Hermes Global Total Return Bond Fund
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FEDERATED HERMES INVESTMENT SERIES FUNDS, INC.
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10/24/97
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Federated Hermes Corporate Bond Fund
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FEDERATED HERMES MDT SERIES
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3/1/07
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Federated Hermes MDT Large Cap Growth Fund
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12/1/07
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Federated Hermes MDT Small Cap Growth Fund
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FEDERATED HERMES MUNICIPAL SECURITIES INCOME TRUST
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6/1/06
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Federated Hermes Municipal High Yield Advantage Fund
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10/24/97
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Federated Hermes Pennsylvania Municipal Income Fund
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10/24/97
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FEDERATED HERMES MUNICIPAL BOND FUND, INC.
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FEDERATED HERMES TOTAL RETURN SERIES, INC.
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6/1/01
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Federated Hermes Total Return Bond Fund
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FEDERATED HERMES WORLD INVESTMENT SERIES, INC.
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10/24/97
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Federated Hermes Emerging Market Debt Fund
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6/1/98
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Federated Hermes International Leaders Fund
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10/24/97
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Federated Hermes International Small-Mid Company Fund
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FEDERATED HERMES MONEY MARKET OBLIGATIONS TRUST
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6/1/15
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Federated Hermes Government Reserves Fund
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Exhibit 28 h (1) (a) under Form N-1A
Exhibit (10) under Item 601/Reg. S-K
SERVICES AGREEMENT
THIS AGREEMENT, dated and effective as
of July 31, 2006 (this “Agreement”) between FEDERATED MDTA LLC, a Massachusetts limited liability company (the
“Adviser”), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware statutory trust (“FASC”),
WITNESSETH:
WHEREAS, the Adviser serves pursuant
to advisory or subadvisory agreements (“Advisory Agreements”) as investment advisor or subadvisor to investment companies
registered under the Investment Company Act of 1940 (the “1940 Act”) and/or separate accounts not required to be so
registered (collectively, “Accounts”); and
WHEREAS, the Adviser desires to engage
FASC to provide certain services to Adviser in connection with the services to be provided by the Adviser under the Advisory Agreements;
NOW, THEREFORE, the parties hereto, intending
to be legally bound, agree as follows:
1. Services. FASC agrees to provide
to the Adviser the services indicated in Exhibit A to this Agreement (the “Services”).
2. Fees. For its Services under
this Agreement, Adviser agrees to pay FASC the Services Fees calculated and payable in accordance with Exhibit B to this Agreement.
3. Records. FASC shall create
and maintain all necessary books and records in accordance with all applicable laws, rules and regulations, including but not limited
to records required by Section 31(a) of the 1940 Act and the rules thereunder, as the same may be amended from time to time, pertaining
to the Services performed by it and not otherwise created and maintained by another party. Where applicable, such records shall
be maintained by FASC for the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining
to any Account which are in the possession of FAS shall be the property of such Account. The Account, or its owners or authorized
representatives, shall have access to such books and records at all times during FASC's normal business hours. Upon reasonable
request, copies of any such books and records shall be provided promptly by FASC to the Account or the Account's owners or authorized
representatives.
4. Limitation of Liability and Indemnification.
(a) FASC shall not be responsible for
any error of judgment or mistake of law or for any loss suffered by the Advisor or any Account in connection with the matters to
which this Agreement relates, except a loss resulting from willful malfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.
(b) The Adviser shall indemnify FASC
and shall hold FASC harmless from and against any liability to any Account or to any other person which may incurred by or asserted
against FASC for any action taken or omitted by it in performing the Services in accordance with the above standards, and any expenses
(including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself
against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability
which is reasonably likely to result in a claim for indemnification under this Section; provided that the failure to give such
notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent
it results in actual prejudice. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which
may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the
claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for
the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall
not be obligated to indemnify FASC for any further legal or other expenses incurred in investigating or defending such claim, except
those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it
may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30
days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify
FASC for any liability resulting therefrom.
(c) The Adviser and FASC are each hereby
expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees
that the obligations of the other party pursuant to this Agreement shall be limited solely to such party and its assets, and neither
party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other
party, or any of them.
5. Duration and Termination.
(a) Subject to the remaining provisions
of this Section, the term of this Agreement shall begin on the effective date first above written and shall continue until terminated
by mutual agreement of the parties hereto or by either party on not less than 60 days’ written notice to the other party
hereto.
(b) Notwithstanding the foregoing, to
the extent that the Services to be provided with respect to any Account which is registered as an investment company under the
1940 Act (herein referred to as a “registered investment company”) are services referred to in the definition of “investment
advisor” under Section 202(a)(11) of the Investment Company Act of 1940 (herein referred to as “investment advisory
services”), then with respect to such Account, this Agreement:
(i) shall not commence until the
effective date of its approval by the board of directors or trustees (“Board”) of such Account;
(ii) shall continue from year to
year thereafter, subject to the provisions for termination and all other terms and conditions hereof, only if such continuation
shall be specifically approved at least annually by a majority of the Board, including a majority of the members of the Board who
are not parties to this Agreement or interested persons of any such party (other than as members of the Board) cast in person at
a meeting called for that purpose;
(iii) may be terminated at any
time without the payment of any penalty by the Board or by a vote of a majority of the outstanding voting securities (as defined
in Section 2(a)(42) of the 1940 Act) of the Account on 60 days’ written notice to the Adviser;
(iv) shall automatically terminate
in the event of (A) its assignment (as defined in the 1940 Act) or (B) termination of the Advisory Agreement for any reason whatsoever.
6. Amendment. This Agreement may
be amended at any time by mutual written agreement of the parties hereto; provided, however, that no Amendment to this Agreement
shall be effective with respect to any investment advisory services to be provided to any Account which is registered investment
company unless, to the extent required by Section 15(a)(2) of the 1940 Act, such amendment has been approved both by the vote of
a majority of the Board of the Account, including a majority of the members of the Board who are not parties to this Agreement
or interested persons of any such party (other than as members of the Board), cast in person at a meeting called for that purpose
and, where required by Section 15(a)(2) of the 1940 Act, on behalf of the Account by a majority of the outstanding voting securities
of such Account as defined in Section 2(a)(42) of the 1940 Act.
7. Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
8. Section Headings; Counterparts.
The underlined Section headings in this Agreement are for convenience of reference only and shall not affect its construction or
interpretation. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy
of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto,
through their duly authorized officers, have executed this Agreement as of the effective date first above written.
FEDERATED MDTA LLC
By: /s/ John B. Fisher
Name: John B. Fisher
Title: President and CEO
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FEDERATED ADVISORY SERVICES COMPANY
By: /s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: Chairman
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EXHIBIT A
DESCRIPTION OF SERVICES
The following are the categories of Services
to be provided by FASC to the Adviser pursuant to the Agreement:
1.
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Performance attribution. Performance attribution enables portfolio managers and senior management to identify the specific drivers behind each portfolio’s performance. Performance attribution analysts are responsible for data integrity, creation of attribution reports and maintenance of attribution models.
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2.
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Administration and Risk Management. Employees of Federated Advisory Services Company provide support to portfolio managers and other employees of affiliated advisers. Such services may include development of risk management programs, production of portfolio and compliance reports for clients and/or fund Boards, completion of required broker and custody documentation, development and documentation of operational procedures, coordination of proxy voting activities, on-site support of hardware and software, etc.
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3.
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Equity Trading and Transaction Settlement. The equity trading desks execute buy and sell orders based on instructions provided by affiliated advisers. The trading staff either places orders electronically or contacts brokers to place orders, find liquidity and seek price levels. Upon completion of a transaction, the transaction settlement group works with the broker and the account custodian to insure timely and accurate exchange of securities and monies.
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4.
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Fundamental analysis. The equity investment analysts provide independent research and analysis of specific companies within a sector. Typically, analysis includes review of published reports, interviews of company management, on-site observation of company operations, and the use of various financial models. In addition, analysts read trade journals, attend industry conferences, and focus on trends within the sector and industry. Based on this proprietary analysis, the analyst makes buy, sell or hold recommendations to the adviser.
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5.
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Quantitative Analysis. Quantitative analysts develop and apply financial models designed to enable equity portfolio managers and fundamental analysts to screen potential and current investments, assess relative risk and enhance performance relative to benchmarks and peers.
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Categories 1 and 2 above shall not be
treated as “investment advisory services” for purposes of Section 5(b) of the Agreement. Categories 3, 4 and 5 above
shall be treated as “investment advisory services” for purposes of Section 5(b) of the Agreement.
EXHIBIT B
CALCULATION AND PAYMENT
OF SERVICES FEES
For each Category of Services referenced
in Exhibit A, Adviser shall pay FASC a Services Fee, payable monthly in arrears, determined according to the following formula:
Services Fee
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=
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Cost of Services
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x
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Adviser’s Assets under Management
Total Assets Under Management
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x
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(1 + Applicable Margin)
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Where:
“Cost of Services”
is FASC’s total Operating Costs incurred in providing the applicable Category of Services during the month to all investment
advisers for which FASC provides that Category of Services.
“Adviser’s Assets under
Management” is the total average assets under management for the month for all Accounts or portions thereof for which the
Adviser acts as investment adviser or subadvisor and which utilize the Category of Services.
“Total Assets under Management”
is the total average assets under management for the month for all Accounts or portions thereof for which all investment advisers
(including the Adviser) to which FASC provides that Category of Services act as investment adviser or subadviser and which utilize
the Category of Services.
“Applicable Margin”
is 0.10.
“Operating Costs” means
all operating expenses and non-operating expenses of FASC for the cost center(s) providing the applicable Category of Services.
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated
as of July 31, 2006, that FEDERATED MDTA LLC, a limited liability company duly organized under the laws of the State of Delaware
(the “Adviser”), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust
duly organized under the laws of the State of Delaware ("FASC"), to act hereunder as the true and lawful agent and attorney-in-fact
of the Adviser, acting on behalf of each of the funds or accounts for which Adviser acts as investment adviser or subadviser shown
on Schedule 1 attached hereto and incorporated by reference herein (each such fund or account being hereinafter referred to as
a "Fund" and collectively as the "Funds"), for the specific purpose of executing and delivering all such agreements,
instruments, contracts, assignments, bond powers, stock powers, transfer instructions, receipts, waivers, consents and other documents,
and performing all such acts, as Adviser, or FASC acting as agent for the Adviser pursuant to the Services Agreement dated as of
July 31, 2006 between the Adviser and FASC (such agreement, as may be amended, supplemented or otherwise modified from time to
time is hereinafter referred to as the “Services Agreement”), may deem necessary or reasonably desirable, related to
the acquisition, disposition and/or reinvestment of the funds and assets of a Fund in accordance with Adviser's supervision of
the investment, sale and reinvestment of the funds and assets of each Fund pursuant to the authority granted to the Adviser as
investment adviser or subadviser of each Fund under the Adviser’s investment advisory or subadvisory contract for such Fund
(such investment advisory or subadvisory contract, as may be amended, supplemented or otherwise modified from time to time is hereinafter
referred to as the "Investment Advisory Contract").
The Adviser hereby ratifies and confirms
as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof. However, despite
the above provisions, nothing herein shall be construed as imposing a duty on FASC to act or assume responsibility for any matters
referred to above or other matters even though FASC may have power or authority hereunder to do so. Nothing in this Limited Power
of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract,
(ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment
Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments
and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or
asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance
of its duties as the investment adviser or subadviser of any of the Funds.
The Adviser hereby agrees to indemnify
and save harmless FASC and its trustees, officers and employees (each of the foregoing an "Indemnified Party" and collectively
the "Indemnified Parties") against and from any and all losses, obligations, penalties, actions, judgments and suits
and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against
an Indemnified Party, other than as a consequence of gross negligence or willful misconduct on the part of an Indemnified Party,
arising out of or in connection with this Limited Power of Attorney or any other agreement, instrument or document executed in
connection with the exercise of the authority granted to FASC herein to act on behalf of the Adviser, including without limitation
the reasonable costs, expenses and disbursements in connection with defending such Indemnified Party against any claim or liability
related to the exercise or performance of any of FASC's powers or duties under this Limited Power of Attorney or any of the other
agreements, instruments or documents executed in connection with the exercise of the authority granted to FASC herein to act on
behalf of the Adviser, or the taking of any action under or in connection with any of the foregoing. The obligations of the Adviser
under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by FASC on behalf
of the Adviser during the term of this Limited Power of Attorney.
Any person, partnership, corporation
or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is
hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and
that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of
any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in
its capacity as attorney-in-fact for the Adviser.
Each person, partnership, corporation
or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby
expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose
behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers
and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or
corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of
such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other
Fund.
The execution of this Limited Power of
Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied
joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking
of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute
or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited
only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.
The Adviser hereby agrees that no person,
partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder
and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority
unless such person, partnership, corporation or other legal entity has received prior written notice from the Adviser that this
Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the
cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser’s
Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities
herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be
effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.
This Limited Power of Attorney constitutes
the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the
Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to
FASC a later dated version of Schedule 1. This Limited Power of Attorney shall bind and benefit the respective successors and assigns
of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute
attorney in fact for the Adviser or any Fund.
This Limited Power of Attorney shall
be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts
of laws. If any provision hereof, or any power or authority conferred upon FASC herein, would be invalid or unexercisable under
applicable law, then such provision, power or authority shall be deemed modified to the extent necessary to render it valid or
exercisable while most nearly preserving its original intent, and no provision hereof, or power or authority conferred upon FASC
herein, shall be affected by the invalidity or the non-exercisability of another provision hereof, or of another power or authority
conferred herein.
This Limited Power of Attorney may be
executed in as many identical counterparts as may be convenient and by the different parties hereto on separate counterparts. This
Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and
FASC shall have accepted its appointment by executing this Limited Power of Attorney. Immediately after the execution of a counterpart
original of this Limited Power of Attorney and solely for the convenience of the parties hereto, the Adviser and FASC will execute
sufficient counterparts so that FASC shall have a counterpart executed by it and the Adviser, and the Adviser shall have a counterpart
executed by the Adviser and FASC. Each counterpart shall be deemed an original and all such taken together shall constitute but
one and the same instrument, and it shall not be necessary in making proof of this Limited Power of Attorney to produce or account
for more than one such counterpart.
IN WITNESS WHEREOF, the Adviser has caused
this Limited Power of Attorney to be executed by its duly authorized officer as of the date first written above.
FEDERATED MDTA LLC
By: /s/ John B. Fisher
Name John B. Fisher
Title: President and Chief Executive Officer
Accepted and agreed to this
July 31, 2006
FEDERATED ADVISORY SERVICES COMPANY
By: /s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: Chairman
Schedule 1
dated as of July 31, 2006
to Limited Power of Attorney
dated as of July 31, 2006
(revised June 29, 2020)
by FEDERATED MDTA LLC(the “Adviser”),
acting on behalf of each of the funds and accounts
listed below, and appointing
FEDERATED ADVISORY SERVICES COMPANY
the attorney-in-fact of the Adviser
List of Series Portfolios
Federated Hermes MDT All Cap Core
Fund
Federated Hermes MDT Balanced
Fund
Federated Hermes MDT Large Cap
Growth Fund
Federated Hermes MDT Mid-Cap Growth
Fund
Federated Hermes MDT Small Cap
Core Fund
Federated Hermes MDT Small Cap
Growth Fund
Exhibit 28 h (1) (b) under Form N-1A
Exhibit (10) under Item 601/Reg. S-K
SERVICES AGREEMENT
THIS AGREEMENT, dated and effective as
of January 1, 2004 (this “Agreement”) between FEDERATED GLOBAL INVESTMENT MANAGEMENT CORP., a New York corporation
(the “Adviser”), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware statutory trust (“FASC”),
WITNESSETH:
WHEREAS, the Adviser serves pursuant
to advisory or subadvisory agreements (“Advisory Agreements”) as investment advisor or subadvisor to investment companies
registered under the Investment Company Act of 1940 (the “1940 Act”) and/or separate accounts not required to be so
registered (collectively, “Accounts”); and
WHEREAS, the Adviser desires to engage
FASC to provide certain services to Adviser in connection with the services to be provided by the Adviser under the Advisory Agreements;
NOW, THEREFORE, the parties hereto, intending
to be legally bound, agree as follows:
1. Services. FASC agrees to provide
to the Adviser the services indicated in Exhibit A to this Agreement (the “Services”).
2. Fees. For its Services under
this Agreement, Adviser agrees to pay FASC the Services Fees calculated and payable in accordance with Exhibit B to this Agreement.
3. Records. FASC shall create
and maintain all necessary books and records in accordance with all applicable laws, rules and regulations, including but not limited
to records required by Section 31(a) of the 1940 Act and the rules thereunder, as the same may be amended from time to time, pertaining
to the Services performed by it and not otherwise created and maintained by another party. Where applicable, such records shall
be maintained by FASC for the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining
to any Account which are in the possession of FAS shall be the property of such Account. The Account, or its owners or authorized
representatives, shall have access to such books and records at all times during FASC's normal business hours. Upon reasonable
request, copies of any such books and records shall be provided promptly by FASC to the Account or the Account's owners or authorized
representatives.
4. Limitation of Liability and Indemnification.
(a) FASC shall not be responsible for
any error of judgment or mistake of law or for any loss suffered by the Advisor or any Account in connection with the matters to
which this Agreement relates, except a loss resulting from willful malfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.
(b) The Adviser shall indemnify FASC
and shall hold FASC harmless from and against any liability to any Account or to any other person which may incurred by or asserted
against FASC for any action taken or omitted by it in performing the Services in accordance with the above standards, and any expenses
(including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself
against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability
which is reasonably likely to result in a claim for indemnification under this Section; provided that the failure to give such
notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent
it results in actual prejudice. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which
may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the
claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for
the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall
not be obligated to indemnify FASC for any further legal or other expenses incurred in investigating or defending such claim, except
those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it
may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30
days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify
FASC for any liability resulting therefrom.
(c) The Adviser and FASC are each hereby
expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees
that the obligations of the other party pursuant to this Agreement shall be limited solely to such party and its assets, and neither
party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other
party, or any of them.
5. Duration and Termination.
(a) Subject to the remaining provisions
of this Section, the term of this Agreement shall begin on the effective date first above written and shall continue until terminated
by mutual agreement of the parties hereto or by either party on not less than 60 days’ written notice to the other party
hereto.
(b) Notwithstanding the foregoing, to
the extent that the Services to be provided with respect to any Account which is registered as an investment company under the
1940 Act (herein referred to as a “registered investment company”) are services referred to in the definition of “investment
advisor” under Section 202(a)(11) of the Investment Company Act of 1940 (herein referred to as “investment advisory
services”), then with respect to such Account, this Agreement:
(i) shall not commence until the
effective date of its approval by the board of directors or trustees (“Board”) of such Account;
(ii) shall continue from year to
year thereafter, subject to the provisions for termination and all other terms and conditions hereof, only if such continuation
shall be specifically approved at least annually by a majority of the Board, including a majority of the members of the Board who
are not parties to this Agreement or interested persons of any such party (other than as members of the Board) cast in person at
a meeting called for that purpose;
(iii) may be terminated at any
time without the payment of any penalty by the Board or by a vote of a majority of the outstanding voting securities (as defined
in Section 2(a)(42) of the 1940 Act) of the Account on 60 days’ written notice to the Adviser;
(iv) shall automatically terminate
in the event of (A) its assignment (as defined in the 1940 Act) or (B) termination of the Advisory Agreement for any reason whatsoever.
6. Amendment. This Agreement may
be amended at any time by mutual written agreement of the parties hereto; provided, however, that no Amendment to this Agreement
shall be effective with respect to any investment advisory services to be provided to any Account which is registered investment
company unless, to the extent required by Section 15(a)(2) of the 1940 Act, such amendment has been approved both by the vote of
a majority of the Board of the Account, including a majority of the members of the Board who are not parties to this Agreement
or interested persons of any such party (other than as members of the Board), cast in person at a meeting called for that purpose
and, where required by Section 15(a)(2) of the 1940 Act, on behalf of the Account by a majority of the outstanding voting securities
of such Account as defined in Section 2(a)(42) of the 1940 Act.
7. Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
8. Section Headings; Counterparts.
The underlined Section headings in this Agreement are for convenience of reference only and shall not affect its construction or
interpretation. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy
of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto,
through their duly authorized officers, have executed this Agreement as of the effective date first above written.
FEDERATED GLOBAL INVESTMENT MANAGEMENT
CORP.
By: /s/ G. Andrew Bonnewell
Name: G. Andrew Bonnewell
Title: Vice President
|
FEDERATED ADVISORY SERVICES COMPANY
By: /s/ Keith M. Schappert
Name: Keith M. Schappert
Title: President
|
EXHIBIT A
DESCRIPTION OF SERVICES
The following are the categories of Services
to be provided by FASC to the Adviser pursuant to the Agreement:
1.
|
Performance attribution. Performance attribution enables portfolio managers and senior management to identify the specific drivers behind each portfolio’s performance. Performance attribution analysts are responsible for data integrity, creation of attribution reports and maintenance of attribution models.
|
2.
|
Administration and Risk Management. Employees of Federated Advisory Services Company provide support to portfolio managers and other employees of affiliated advisers. Such services may include development of risk management programs, production of portfolio and compliance reports for clients and/or fund Boards, completion of required broker and custody documentation, development and documentation of operational procedures, coordination of proxy voting activities, on-site support of hardware and software, etc.
|
3.
|
Equity Trading and Transaction Settlement. The equity trading desks execute buy and sell orders based on instructions provided by affiliated advisers. The trading staff either places orders electronically or contacts brokers to place orders, find liquidity and seek price levels. Upon completion of a transaction, the transaction settlement group works with the broker and the account custodian to insure timely and accurate exchange of securities and monies.
|
4.
|
Fundamental analysis. The equity investment analysts provide independent research and analysis of specific companies within a sector. Typically, analysis includes review of published reports, interviews of company management, on-site observation of company operations, and the use of various financial models. In addition, analysts read trade journals, attend industry conferences, and focus on trends within the sector and industry. Based on this proprietary analysis, the analyst makes buy, sell or hold recommendations to the adviser.
|
5.
|
Quantitative Analysis. Quantitative analysts develop and apply financial models designed to enable equity portfolio managers and fundamental analysts to screen potential and current investments, assess relative risk and enhance performance relative to benchmarks and peers.
|
Categories 1 and 2 above shall not be
treated as “investment advisory services” for purposes of Section 5(b) of the Agreement. Categories 3, 4 and 5 above
shall be treated as “investment advisory services” for purposes of Section 5(b) of the Agreement.
EXHIBIT B
CALCULATION AND PAYMENT
OF SERVICES FEES
For each Category of Services referenced
in Exhibit A, Adviser shall pay FASC a Services Fee, payable monthly in arrears, determined according to the following formula:
Services Fee
|
=
|
Cost of Services
|
x
|
Adviser’s Assets under Management
Total Assets Under Management
|
x
|
(1 + Applicable Margin)
|
Where:
“Cost of Services”
is FASC’s total Operating Costs incurred in providing the applicable Category of Services during the month to all investment
advisers for which FASC provides that Category of Services.
“Adviser’s Assets under
Management” is the total average assets under management for the month for all Accounts or portions thereof for which the
Adviser acts as investment adviser or subadvisor and which utilize the Category of Services.
“Total Assets under Management”
is the total average assets under management for the month for all Accounts or portions thereof for which all investment advisers
(including the Adviser) to which FASC provides that Category of Services act as investment adviser or subadviser and which utilize
the Category of Services.
“Applicable Margin”
is 0.10.
“Operating Costs” means
all operating expenses and non-operating expenses of FASC for the cost center(s) providing the applicable Category of Services.
AMENDMENT TO SERVICES AGREEMENT
This AMENDMENT
TO SERVICES AGREEMENT, dated and effective as of March 30, 2009 (this “Amendment”), is made between FEDERATED GLOBAL
INVESTMENT MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware
statutory trust (“FASC”). Capitalized terms used, but not defined, in this Amendment have the meanings given to such
terms in the Services Agreement (as defined below).
RECITALS
WHEREAS, the Adviser
and FASC have entered into that certain Services Agreement dated as of January 1, 2004 (as amended, the “Services Agreement”),
pursuant to which FASC provides certain performance attribution, administration and risk management, equity trading and transaction
settlement, fundamental analysis, and quantitative analysis services to Adviser in connection with Adviser providing investment
advisory or sub-advisory services to investment companies registered under the Investment Company Act of 1940 (“1940 Act”)
and/or separate accounts not required to be so registered (collectively, “Accounts”); and
WHEREAS, the Adviser
and FASC desire to amend the Services indicated in Exhibit A to the Services Agreement, solely with respect to Accounts that are
not investment companies registered under the 1940 Act, to provide that, as part of the administration and risk management services
provided by FASC, FASC may provide certain coordination of client portfolios and related fixed income trade execution implementation
and administration services to Adviser when Adviser is acting as adviser or sub-adviser with respect to such Accounts.
NOW, THEREFORE,
the parties hereto, intending to be legally bound, agree as follows:
1. Amendment
to Exhibit A to Services Agreement. Solely with respect to Accounts that are not investment companies registered under the
1940 Act, the section of Exhibit A to the Services Agreement entitled “Administration and Risk Management” shall be,
and hereby is, deleted in its entirety and replaced with the following:
“2. Administration
and Risk Management. Employees of Federated Advisory Services Company provide support to portfolio managers and other employees
of affiliated advisers. Such services may include development of risk management programs, production of portfolio and compliance
reports for clients and/or fund Boards, coordination of client portfolios and related fixed income trade execution implementation
and administration, completion of required broker and custody documentation, development and documentation of operational procedures,
coordination of proxy voting activities, on-site support of hardware and software, etc.”
2. Miscellaneous.
This Amendment shall be effective as of the date first above written upon its execution and delivery by each of the parties hereto.
The Services Agreement, as amended by this Amendment with respect to Accounts that are not investment companies registered under
the 1940 Act, shall remain in full force and effect. The Services Agreement also shall remain in full force and effect without
amendment with respect to Accounts that are investment companies under the 1940 Act. This Amendment shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania. This Amendment may be executed in one or more counterparts, each
of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute
one and the same agreement.
IN WITNESS WHEREOF,
the parties hereto, through their duly authorized officers, have executed this Amendment as of the date first above written.
FEDERATED GLOBAL INVESTMENT MANAGEMENT CORP.
|
FEDERATED ADVISORY SERVICES COMPANY
|
By: /s/ John B. Fisher
|
By: /s/ J. Christopher Donahue
|
Name: John B. Fisher
|
Name: J. Christopher Donahue
|
Title: President
|
Title: Chairman
|
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated
as of January 1, 2004, that FEDERATED GLOBAL INVESTMENT MANAGEMENT CORP., a corporation duly organized under the laws of
the State of Delaware (the “Adviser”), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES
COMPANY, a statutory trust duly organized under the laws of the State of Delaware ("FASC"), to act hereunder as the
true and lawful agent and attorney-in-fact of the Adviser, acting on behalf of each of the funds or accounts for which Adviser
acts as investment adviser or subadviser shown on Schedule 1 attached hereto and incorporated by reference herein (each such fund
or account being hereinafter referred to as a "Fund" and collectively as the "Funds"), for the specific purpose
of executing and delivering all such agreements, instruments, contracts, assignments, bond powers, stock powers, transfer instructions,
receipts, waivers, consents and other documents, and performing all such acts, as Adviser, or FASC acting as agent for the Adviser
pursuant to the Services Agreement dated as of January 1, 2004 between the Adviser and FASC (such agreement, as may be amended,
supplemented or otherwise modified from time to time is hereinafter referred to as the “Services Agreement”), may deem
necessary or reasonably desirable, related to the acquisition, disposition and/or reinvestment of the funds and assets of a Fund
in accordance with Adviser's supervision of the investment, sale and reinvestment of the funds and assets of each Fund pursuant
to the authority granted to the Adviser as investment adviser or subadviser of each Fund under the Adviser’s investment advisory
or subadvisory contract for such Fund (such investment advisory or subadvisory contract, as may be amended, supplemented or otherwise
modified from time to time is hereinafter referred to as the "Investment Advisory Contract").
The Adviser hereby ratifies and confirms
as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof. However, despite
the above provisions, nothing herein shall be construed as imposing a duty on FASC to act or assume responsibility for any matters
referred to above or other matters even though FASC may have power or authority hereunder to do so. Nothing in this Limited Power
of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract,
(ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment
Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments
and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or
asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance
of its duties as the investment adviser or subadviser of any of the Funds.
The Adviser hereby agrees to indemnify
and save harmless FASC and its trustees, officers and employees (each of the foregoing an "Indemnified Party" and collectively
the "Indemnified Parties") against and from any and all losses, obligations, penalties, actions, judgments and suits
and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against
an Indemnified Party, other than as a consequence of gross negligence or willful misconduct on the part of an Indemnified Party,
arising out of or in connection with this Limited Power of Attorney or any other agreement, instrument or document executed in
connection with the exercise of the authority granted to FASC herein to act on behalf of the Adviser, including without limitation
the reasonable costs, expenses and disbursements in connection with defending such Indemnified Party against any claim or liability
related to the exercise or performance of any of FASC's powers or duties under this Limited Power of Attorney or any of the other
agreements, instruments or documents executed in connection with the exercise of the authority granted to FASC herein to act on
behalf of the Adviser, or the taking of any action under or in connection with any of the foregoing. The obligations of the Adviser
under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by FASC on behalf
of the Adviser during the term of this Limited Power of Attorney.
Any person, partnership, corporation
or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is
hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and
that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of
any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in
its capacity as attorney-in-fact for the Adviser.
Each person, partnership, corporation
or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby
expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose
behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers
and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or
corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of
such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other
Fund.
The execution of this Limited Power of
Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied
joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking
of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute
or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited
only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.
The Adviser hereby agrees that no person,
partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder
and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority
unless such person, partnership, corporation or other legal entity has received prior written notice from the Adviser that this
Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the
cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser’s
Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities
herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be
effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.
This Limited Power of Attorney constitutes
the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the
Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to
FASC a later dated version of Schedule 1. This Limited Power of Attorney shall bind and benefit the respective successors and assigns
of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute
attorney in fact for the Adviser or any Fund.
This Limited Power of Attorney shall
be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts
of laws. If any provision hereof, or any power or authority conferred upon FASC herein, would be invalid or unexercisable under
applicable law, then such provision, power or authority shall be deemed modified to the extent necessary to render it valid or
exercisable while most nearly preserving its original intent, and no provision hereof, or power or authority conferred upon FASC
herein, shall be affected by the invalidity or the non-exercisability of another provision hereof, or of another power or authority
conferred herein.
This Limited Power of Attorney may be
executed in as many identical counterparts as may be convenient and by the different parties hereto on separate counterparts. This
Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and
FASC shall have accepted its appointment by executing this Limited Power of Attorney. Immediately after the execution of a counterpart
original of this Limited Power of Attorney and solely for the convenience of the parties hereto, the Adviser and FASC will execute
sufficient counterparts so that FASC shall have a counterpart executed by it and the Adviser, and the Adviser shall have a counterpart
executed by the Adviser and FASC. Each counterpart shall be deemed an original and all such taken together shall constitute but
one and the same instrument, and it shall not be necessary in making proof of this Limited Power of Attorney to produce or account
for more than one such counterpart.
IN WITNESS WHEREOF, the Adviser has caused
this Limited Power of Attorney to be executed by its duly authorized officer as of the date first written above.
FEDERATED GLOBAL INVESTMENT MANAGEMENT CORP.
By: /s/ Keith M. Schappert
Name Keith M. Schappert
Title: President
Accepted and agreed to this
January 1, 2004
FEDERATED ADVISORY SERVICES COMPANY
By: /s/ G. Andrew Bonnewell
Name: G. Andrew Bonnewell
Title: Vice President
Schedule 1
to Limited Power of Attorney
dated as of January 1, 2004
(revised as of June 26, 2020)
by FEDERATED GLOBAL INVESTMENT MANAGEMENT
CORP. (the Adviser "),
acting on behalf of each of the funds and accounts
listed below, and appointing
FEDERATED ADVISORY SERVICES COMPANY
the attorney-in-fact of the Adviser
List of Funds and Accounts
Federated Hermes Emerging Markets Equity
Fund
Federated Hermes Global Allocation Fund
Federated Hermes Clover Small Value Fund
**
Federated Hermes International Developed
Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes US SMID Fund
Federated Hermes International Small-Mid
Company Fund
Federated Hermes International Equity
Fund
Federated Hermes International Growth
Fund
Federated Hermes International Leaders
Fund
Federated Hermes Managed Volatility
Fund II
Federated Hermes Managed Volatility Strategy
Portfolio
AS - Federated Aggressive Growth
LVM 13
LVM 31
LVM Europa-Atkien
LVM Inter-Aktien
LVM Profutur
Onatl - International Portfolio
Onatl - International Small Company Fund
**
Advisory Services transferred from Federated Global Investment Management. Corp.
Exhibit 28 h (1) (c) under Form N-1A
Exhibit (10) under Item 601/Reg. S-K
SERVICES AGREEMENT
THIS AGREEMENT, dated and effective as
of January 1, 2004 (this “Agreement”) between FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware statutory trust (the
“Adviser”), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware statutory trust (“FASC”),
WITNESSETH:
WHEREAS, the Adviser serves pursuant
to advisory or subadvisory agreements (“Advisory Agreements”) as investment advisor or subadvisor to investment companies
registered under the Investment Company Act of 1940 (the “1940 Act”) and/or separate accounts not required to be so
registered (collectively, “Accounts”); and
WHEREAS, the Adviser desires to engage
FASC to provide certain services to Adviser in connection with the services to be provided by the Adviser under the Advisory Agreements;
NOW, THEREFORE, the parties hereto, intending
to be legally bound, agree as follows:
1. Services. FASC agrees to provide
to the Adviser the services indicated in Exhibit A to this Agreement (the “Services”).
2. Fees. For its Services under
this Agreement, Adviser agrees to pay FASC the Services Fees calculated and payable in accordance with Exhibit B to this Agreement.
3. Records. FASC shall create
and maintain all necessary books and records in accordance with all applicable laws, rules and regulations, including but not limited
to records required by Section 31(a) of the 1940 Act and the rules thereunder, as the same may be amended from time to time, pertaining
to the Services performed by it and not otherwise created and maintained by another party. Where applicable, such records shall
be maintained by FASC for the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining
to any Account which are in the possession of FAS shall be the property of such Account. The Account, or its owners or authorized
representatives, shall have access to such books and records at all times during FASC's normal business hours. Upon reasonable
request, copies of any such books and records shall be provided promptly by FASC to the Account or the Account's owners or authorized
representatives.
4. Limitation of Liability and Indemnification.
(a) FASC shall not be responsible for
any error of judgment or mistake of law or for any loss suffered by the Advisor or any Account in connection with the matters to
which this Agreement relates, except a loss resulting from willful malfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.
(b) The Adviser shall indemnify FASC
and shall hold FASC harmless from and against any liability to any Account or to any other person which may incurred by or asserted
against FASC for any action taken or omitted by it in performing the Services in accordance with the above standards, and any expenses
(including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself
against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability
which is reasonably likely to result in a claim for indemnification under this Section; provided that the failure to give such
notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent
it results in actual prejudice. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which
may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the
claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for
the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall
not be obligated to indemnify FASC for any further legal or other expenses incurred in investigating or defending such claim, except
those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it
may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30
days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify
FASC for any liability resulting therefrom.
(c) The Adviser and FASC are each hereby
expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees
that the obligations of the other party pursuant to this Agreement shall be limited solely to such party and its assets, and neither
party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other
party, or any of them.
5. Duration and Termination.
(a) Subject to the remaining provisions
of this Section, the term of this Agreement shall begin on the effective date first above written and shall continue until terminated
by mutual agreement of the parties hereto or by either party on not less than 60 days’ written notice to the other party
hereto.
(b) Notwithstanding the foregoing, to
the extent that the Services to be provided with respect to any Account which is registered as an investment company under the
1940 Act (herein referred to as a “registered investment company”) are services referred to in the definition of “investment
advisor” under Section 202(a)(11) of the Investment Company Act of 1940 (herein referred to as “investment advisory
services”), then with respect to such Account, this Agreement:
(i) shall not commence until the
effective date of its approval by the board of directors or trustees (“Board”) of such Account;
(ii) shall continue from year to
year thereafter, subject to the provisions for termination and all other terms and conditions hereof, only if such continuation
shall be specifically approved at least annually by a majority of the Board, including a majority of the members of the Board who
are not parties to this Agreement or interested persons of any such party (other than as members of the Board) cast in person at
a meeting called for that purpose;
(iii) may be terminated at any
time without the payment of any penalty by the Board or by a vote of a majority of the outstanding voting securities (as defined
in Section 2(a)(42) of the 1940 Act) of the Account on 60 days’ written notice to the Adviser;
(iv) shall automatically terminate
in the event of (A) its assignment (as defined in the 1940 Act) or (B) termination of the Advisory Agreement for any reason whatsoever.
6. Amendment. This Agreement may
be amended at any time by mutual written agreement of the parties hereto; provided, however, that no Amendment to this Agreement
shall be effective with respect to any investment advisory services to be provided to any Account which is registered investment
company unless, to the extent required by Section 15(a)(2) of the 1940 Act, such amendment has been approved both by the vote of
a majority of the Board of the Account, including a majority of the members of the Board who are not parties to this Agreement
or interested persons of any such party (other than as members of the Board), cast in person at a meeting called for that purpose
and, where required by Section 15(a)(2) of the 1940 Act, on behalf of the Account by a majority of the outstanding voting securities
of such Account as defined in Section 2(a)(42) of the 1940 Act.
7. Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
8. Section Headings; Counterparts.
The underlined Section headings in this Agreement are for convenience of reference only and shall not affect its construction or
interpretation. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy
of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto,
through their duly authorized officers, have executed this Agreement as of the effective date first above written.
FEDERATED INVESTMENT MANAGEMENT COMPANY
By: /s/ G. Andrew Bonnewell
Name: G. Andrew Bonnewell
Title: Vice President
|
FEDERATED ADVISORY SERVICES COMPANY
By: /s/ Keith M. Schappert
Name: Keith M. Schappert
Title: President
|
EXHIBIT A
DESCRIPTION OF SERVICES
The following are the categories of Services
to be provided by FASC to the Adviser pursuant to the Agreement:
1.
|
Performance attribution. Performance attribution enables portfolio managers and senior management to identify the specific drivers behind each portfolio’s performance. Performance attribution analysts are responsible for data integrity, creation of attribution reports and maintenance of attribution models.
|
2.
|
Administration and Risk Management. Employees of Federated Advisory Services Company provide support to portfolio managers and other employees of affiliated advisers. Such services may include development of risk management programs, production of portfolio and compliance reports for clients and/or fund Boards, completion of required broker and custody documentation, development and documentation of operational procedures, coordination of proxy voting activities, on-site support of hardware and software, etc.
|
Categories 1 and 2 above shall not be
treated as “investment advisory services” for purposes of Section 5(b) of the Agreement.
EXHIBIT B
CALCULATION AND PAYMENT
OF SERVICES FEES
For each Category of Services referenced
in Exhibit A, Adviser shall pay FASC a Services Fee, payable monthly in arrears, determined according to the following formula:
Services Fee
|
=
|
Cost of Services
|
x
|
Adviser’s Assets under Management
Total Assets Under Management
|
x
|
(1 + Applicable Margin)
|
Where:
“Cost of Services”
is FASC’s total Operating Costs incurred in providing the applicable Category of Services during the month to all investment
advisers for which FASC provides that Category of Services.
“Adviser’s Assets under
Management” is the total average assets under management for the month for all Accounts or portions thereof for which the
Adviser acts as investment adviser or subadvisor and which utilize the Category of Services.
“Total Assets under Management”
is the total average assets under management for the month for all Accounts or portions thereof for which all investment advisers
(including the Adviser) to which FASC provides that Category of Services act as investment adviser or subadviser and which utilize
the Category of Services.
“Applicable Margin”
is 0.10.
“Operating Costs” means
all operating expenses and non-operating expenses of FASC for the cost center(s) providing the applicable Category of Services.
AMENDMENT TO SERVICES AGREEMENT
This AMENDMENT
TO SERVICES AGREEMENT, dated and effective as of March 30, 2009 (this “Amendment”), is made between FEDERATED INVESTMENT
MANAGEMENT COMPANY, a Delaware statutory trust (the “Adviser”), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware
statutory trust (“FASC”). Capitalized terms used, but not defined, in this Amendment have the meanings given to such
terms in the Services Agreement (as defined below).
RECITALS
WHEREAS, the Adviser
and FASC have entered into that certain Services Agreement dated as of January 1, 2004 (as amended, the “Services Agreement”),
pursuant to which FASC provides certain performance attribution, administration and risk management, equity trading and transaction
settlement, fundamental analysis, and quantitative analysis services to Adviser in connection with Adviser providing investment
advisory or sub-advisory services to investment companies registered under the Investment Company Act of 1940 (“1940 Act”)
and/or separate accounts not required to be so registered (collectively, “Accounts”); and
WHEREAS, the Adviser
and FASC desire to amend the Services indicated in Exhibit A to the Services Agreement, solely with respect to Accounts that are
not investment companies registered under the 1940 Act, to provide that, as part of the administration and risk management services
provided by FASC, FASC may provide certain coordination of client portfolios and related fixed income trade execution implementation
and administration services to Adviser when Adviser is acting as adviser or sub-adviser with respect to such Accounts.
NOW, THEREFORE,
the parties hereto, intending to be legally bound, agree as follows:
1. Amendment
to Exhibit A to Services Agreement. Solely with respect to Accounts that are not investment companies registered under the
1940 Act, the section of Exhibit A to the Services Agreement entitled “Administration and Risk Management” shall be,
and hereby is, deleted in its entirety and replaced with the following:
“2. Administration
and Risk Management. Employees of Federated Advisory Services Company provide support to portfolio managers and other employees
of affiliated advisers. Such services may include development of risk management programs, production of portfolio and compliance
reports for clients and/or fund Boards, coordination of client portfolios and related fixed income trade execution implementation
and administration, completion of required broker and custody documentation, development and documentation of operational procedures,
coordination of proxy voting activities, on-site support of hardware and software, etc.”
2. Miscellaneous.
This Amendment shall be effective as of the date first above written upon its execution and delivery by each of the parties hereto.
The Services Agreement, as amended by this Amendment with respect to Accounts that are not investment companies registered under
the 1940 Act, shall remain in full force and effect. The Services Agreement also shall remain in full force and effect without
amendment with respect to Accounts that are investment companies under the 1940 Act. This Amendment shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania. This Amendment may be executed in one or more counterparts, each
of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute
one and the same agreement.
IN WITNESS WHEREOF,
the parties hereto, through their duly authorized officers, have executed this Amendment as of the date first above written.
FEDERATED INVESTMENT MANAGEMENT COMPANY
|
FEDERATED ADVISORY SERVICES COMPANY
|
By: /s/ John B. Fisher
|
By: /s/ J. Christopher Donahue
|
Name: John B. Fisher
|
Name: J. Christopher Donahue
|
Title: President
|
Title: Chairman
|
SECOND AMENDMENT TO SERVICES AGREEMENT
This SECOND AMENDMENT TO
SERVICES AGREEMENT, dated and effective as of March 1, 2016, (this “Second Amendment”), is made between FEDERATED INVESTMENT
MANAGEMENT COMPANY, a Delaware statutory trust (the “Adviser”), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware
statutory trust (“FASC”). Capitalized terms used, but not defined, in this Amendment have the meanings given to such
terms in the Services Agreement (as defined below).
RECITALS
WHEREAS, the Adviser and
FASC have entered into that certain Services Agreement dated as of January 1, 2004 (as amended, the “Services Agreement”),
pursuant to which FASC provides certain performance attribution and administration and risk management services to Adviser in connection
with Adviser providing investment advisory or sub-advisory services to investment companies registered under the Investment Company
Act of 1940 (“1940 Act”) and/or separate accounts not required to be so registered (collectively, “Accounts”);
WHEREAS, the Adviser and
FASC have entered into the Amendment to Services Agreement dated as of March 30, 2009 (the “Amendment”), pursuant to
which the Services indicated in Exhibit A to the Services Agreement were amended solely with respect to Accounts that are not investment
companies registered under the 1940 Act, to provide that, as part of the administration and risk management services provided by
FASC, FASC may provide certain coordination of client portfolios and related fixed income trade execution implementation and administration
services to Adviser when Adviser is acting as adviser or sub-adviser with respect to such Accounts; and
WHEREAS, the Adviser and
FASC desire to amend the Services indicated in Exhibit A to the Services Agreement, as amended, solely with respect to Accounts
for which the Adviser trades in equity securities, equity derivatives and other related equity investments as part of the investment
strategy for the Account, to provide that FASC may provide equity trading and transaction settlement, fundamental analysis and
quantitative analysis services to Adviser when Adviser is acting as adviser or sub-adviser with respect to such Accounts.
NOW, THEREFORE, the parties
hereto, intending to be legally bound, agree as follows:
1. Second
Amendment to Exhibit A to Services Agreement. Exhibit A to the Services Agreement shall be, and here by is, supplemented with
the following:
“3. Equity
Trading and Transaction Settlement. The equity trading desks execute buy and sell order based on instructions provided by affiliated
advisers. The trading staff either places orders electronically or contacts brokers to place orders, find liquidity and seek price
levels. Upon completion of a transaction, the transaction settlement group works with the broker and the account custodian to ensure
timely and accurate exchange of securities and monies.
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4.
|
Fundamental Analysis. The equity investment analysts provide independent research and analysis
of specific companies within a sector. Typically, analysis includes review of published reports, interviews of company management,
on-site observation of company operations, and the use of various financial models. In addition, analysts read trade journals,
attend industry conferences, and focus on trends within the sector and industry. Based on this proprietary analysis, the analyst
makes buy, sell or hold recommendations to the Adviser.
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|
5.
|
Quantitative Analysis. Quantitative analysts develop and apply financial models designed
to enable equity portfolio managers and fundamental analysts to screen potential and current investments, assess relative risk
and enhance performance relative to benchmarks and peers.
|
To the extent that
such services are to be provided with respect to any Account which is a registered investment company, Categories 3, 4 and 5 above
shall be treated as “investment advisory services” for purposes of Section 5(b) of the Agreement.”
2. Miscellaneous.
This Second Amendment shall be effective as of the date first above written upon its execution and delivery by each of the parties
hereto. The Services Agreement, as amended by the Amendment and this Second Amendment with respect to Accounts for which the Adviser
trades in equity securities, equity derivatives and other related equity investments as part of the investment strategy for the
Account, shall remain in full force and effect. The Services Agreement, as amended by the Amendment, also shall remain in full
force and effect without this Second Amendment with respect to Accounts for which the Adviser does not trade in equity securities,
equity derivatives and other related equity investments as part of the investment strategy for the Account. This Second Amendment
shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. This Second Amendment may be
executed in one or more counterparts, each of which will be deemed to be an original copy of this Second Amendment and all of which,
when taken together, will be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the
parties hereto, through their duly authorized officers, have executed this Second Amendment as of the date first above written.
FEDERATED INVESTMENT MANAGEMENT COMPANY
|
FEDERATED ADVISORY SERVICES COMPANY
|
By: /s/ John B. Fisher
|
By: /s/ J. Christopher Donahue
|
Name: John B. Fisher
|
Name: J. Christopher Donahue
|
Title: President
|
Title: Chairman
|
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated
as of January 1, 2004, that FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of
the State of Delaware (the “Adviser”), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES
COMPANY, a statutory trust duly organized under the laws of the State of Delaware ("FASC"), to act hereunder as the
true and lawful agent and attorney-in-fact of the Adviser, acting on behalf of each of the funds or accounts for which Adviser
acts as investment adviser or subadviser shown on Schedule 1 attached hereto and incorporated by reference herein (each such fund
or account being hereinafter referred to as a "Fund" and collectively as the "Funds"), for the specific purpose
of executing and delivering all such agreements, instruments, contracts, assignments, bond powers, stock powers, transfer instructions,
receipts, waivers, consents and other documents, and performing all such acts, as Adviser, or FASC acting as agent for the Adviser
pursuant to the Services Agreement dated as of January 1, 2004 between the Adviser and FASC (such agreement, as may be amended,
supplemented or otherwise modified from time to time is hereinafter referred to as the “Services Agreement”), may deem
necessary or reasonably desirable, related to the acquisition, disposition and/or reinvestment of the funds and assets of a Fund
in accordance with Adviser's supervision of the investment, sale and reinvestment of the funds and assets of each Fund pursuant
to the authority granted to the Adviser as investment adviser or subadviser of each Fund under the Adviser’s investment advisory
or subadvisory contract for such Fund (such investment advisory or subadvisory contract, as may be amended, supplemented or otherwise
modified from time to time is hereinafter referred to as the "Investment Advisory Contract").
The Adviser hereby ratifies and confirms
as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof. However, despite
the above provisions, nothing herein shall be construed as imposing a duty on FASC to act or assume responsibility for any matters
referred to above or other matters even though FASC may have power or authority hereunder to do so. Nothing in this Limited Power
of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract,
(ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment
Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments
and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or
asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance
of its duties as the investment adviser or subadviser of any of the Funds.
The Adviser hereby agrees to indemnify
and save harmless FASC and its trustees, officers and employees (each of the foregoing an "Indemnified Party" and collectively
the "Indemnified Parties") against and from any and all losses, obligations, penalties, actions, judgments and suits
and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against
an Indemnified Party, other than as a consequence of gross negligence or willful misconduct on the part of an Indemnified Party,
arising out of or in connection with this Limited Power of Attorney or any other agreement, instrument or document executed in
connection with the exercise of the authority granted to FASC herein to act on behalf of the Adviser, including without limitation
the reasonable costs, expenses and disbursements in connection with defending such Indemnified Party against any claim or liability
related to the exercise or performance of any of FASC's powers or duties under this Limited Power of Attorney or any of the other
agreements, instruments or documents executed in connection with the exercise of the authority granted to FASC herein to act on
behalf of the Adviser, or the taking of any action under or in connection with any of the foregoing. The obligations of the Adviser
under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by FASC on behalf
of the Adviser during the term of this Limited Power of Attorney.
Any person, partnership, corporation
or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is
hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and
that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of
any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in
its capacity as attorney-in-fact for the Adviser.
Each person, partnership, corporation
or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby
expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose
behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers
and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or
corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of
such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other
Fund.
The execution of this Limited Power of
Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied
joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking
of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute
or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited
only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.
The Adviser hereby agrees that no person,
partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder
and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority
unless such person, partnership, corporation or other legal entity has received prior written notice from the Adviser that this
Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the
cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser’s
Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities
herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be
effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.
This Limited Power of Attorney constitutes
the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the
Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to
FASC a later dated version of Schedule 1. This Limited Power of Attorney shall bind and benefit the respective successors and assigns
of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute
attorney in fact for the Adviser or any Fund.
This Limited Power of Attorney shall
be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts
of laws. If any provision hereof, or any power or authority conferred upon FASC herein, would be invalid or unexercisable under
applicable law, then such provision, power or authority shall be deemed modified to the extent necessary to render it valid or
exercisable while most nearly preserving its original intent, and no provision hereof, or power or authority conferred upon FASC
herein, shall be affected by the invalidity or the non-exercisability of another provision hereof, or of another power or authority
conferred herein.
This Limited Power of Attorney may be
executed in as many identical counterparts as may be convenient and by the different parties hereto on separate counterparts. This
Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and
FASC shall have accepted its appointment by executing this Limited Power of Attorney. Immediately after the execution of a counterpart
original of this Limited Power of Attorney and solely for the convenience of the parties hereto, the Adviser and FASC will execute
sufficient counterparts so that FASC shall have a counterpart executed by it and the Adviser, and the Adviser shall have a counterpart
executed by the Adviser and FASC. Each counterpart shall be deemed an original and all such taken together shall constitute but
one and the same instrument, and it shall not be necessary in making proof of this Limited Power of Attorney to produce or account
for more than one such counterpart.
IN WITNESS WHEREOF, the Adviser has caused
this Limited Power of Attorney to be executed by its duly authorized officer as of the date first written above.
FEDERATED INVESTMENT MANAGEMENT COMPANY
By: /s/ Keith M. Schappert
Name Keith M. Schappert
Title: President
Accepted and agreed to this
January 1, 2004
FEDERATED ADVISORY SERVICES COMPANY
By: /s/ G. Andrew Bonnewell
Name: G. Andrew Bonnewell
Title: Vice President
Schedule 1
to Limited Power of Attorney
dated as of January 1, 2004
revised October 1, 2020
by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser "),
acting on behalf of each of the funds and accounts listed below, and appointing
FEDERATED ADVISORY SERVICES COMPANY
the attorney-in-fact of the Adviser
List of Funds and Accounts
Emerging Markets Core Fund
Federated Hermes Adjustable Rate Fund
Bank Loan Core Fund
Federated Hermes Corporate Bond Fund
Federated Hermes California Municipal Cash Trust
Federated Hermes Capital Reserves Fund
Federated Hermes Corporate Bond Strategy Portfolio
Federated Hermes Emerging Market Debt Fund
Federated Hermes Floating Rate Strategic Income
Fund
Federated Hermes Fund for U.S. Government Securities
Federated Hermes Fund for U.S. Government Securities
II
Federated Hermes Georgia Municipal Cash Trust
Federated Hermes Government Income Securities,
Inc.
Federated Hermes Government Income Fund
Federated Hermes Government Obligations Fund
Federated Hermes Government Obligations Tax-Managed
Fund
Federated Hermes Government Reserves Fund
Federated Hermes Government Ultrashort Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes SDG Engagement High Yield Credit
Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes High Income Bond Fund II
Federated Hermes High Income Bond Fund, Inc.
Federated Hermes High Yield Strategy Portfolio
Federated Hermes Opportunistic High Yield Bond
Fund
Federated Hermes Institutional High Yield Bond
Fund
Federated Hermes Intermediate Corporate Bond
Fund
Federated Hermes Intermediate Municipal Fund
Federated Hermes Global Total Return Bond Fund
Federated Hermes International Bond Strategy
Portfolio
Federated Hermes Managed Volatility Fund II
Federated Hermes Massachusetts Municipal Cash
Trust
Federated Hermes Michigan Intermediate Municipal
Fund
Federated Hermes Institutional Money Market
Management
Mortgage Core Fund
Federated Hermes Select Total Return Bond Fund
Federated Hermes Mortgage Strategy Portfolio
Federated Hermes Municipal High Yield Advantage
Fund
Federated Hermes Municipal Obligations Fund
Federated Hermes Municipal Ultrashort Fund
Federated Hermes New York Municipal Cash Trust
Federated Hermes Ohio Municipal Income Fund
Federated Hermes Pennsylvania Municipal Cash
Trust
Federated Hermes Pennsylvania Municipal Income
Fund
Federated Hermes Premier Municipal Income Fund
Federated Hermes Prime Cash Obligations Fund
Federated Hermes Prime Money Fund II
Federated Hermes Institutional Prime Obligations
Fund
Federated Hermes Institutional Prime Value Obligations
Fund
Project and Trade Finance Core Fund
Federated Hermes Quality Bond Fund II
Federated Hermes Real Return Bond Fund
Federated Hermes Short-Intermediate Municipal
Fund
Federated Hermes Short-Intermediate Total Return
Bond Fund
Federated Hermes Short-Term Income Fund
Federated Hermes Strategic Income Fund
Federated Hermes Tax-Free Obligations Fund
Federated Hermes Institutional Tax-Free Cash
Trust
Federated Hermes Total Return Bond Fund
Federated Hermes Total Return Government Bond
Fund
Federated Trade Finance Income Fund
Federated Hermes Treasury Obligations Fund
Federated Hermes Trust for U.S. Treasury Obligations
Federated Hermes Short-Term Government Fund
Federated Hermes Short-Intermediate Government
Fund
Federated Hermes U.S. Treasury Cash Reserves
Federated Hermes Ultrashort Bond Fund
Federated Hermes Virginia Municipal Cash Trust
Short Fixed Income Fund
AS - Federated High Yield Bond Fund
AS - Federated High Yield Portfolio
BB&T Funds Prime Money Market
Chesapeake Investors
Gartmore- Federated GVIT High Income
Great West- Maxim Federated Bond Fund
IDEX Federated Tax Exempt
ONatl - High Income Bond Portfolio
SA - Corporate Bond Portfolio
Trav - High Yield Portfolio
Exhibit 28 h (1) (d) under Form N-1A
Exhibit (10) under Item 601/Reg. S-K
SECOND
AMENDED AND RESTATED SERVICES AGREEMENT
THIS AGREEMENT, amended and restated
as of December 1, 2001, is entered into between each Fund listed on Schedule 1, as may be amended from time to time, severally
and not jointly, and Federated Shareholder Services Company, ("FSSC"). Unless otherwise defined herein, Section 10 sets
forth the definition of capitalized terms used in this Agreement.
WHEREAS, Schedule 1 to this Agreement
sets forth the classes of Shares for which the Funds will compensate persons who agree to provide services to Shareholders and
assist in the maintenance of Shareholder accounts (“Services”);
WHEREAS, FSSC and certain of the
Funds entered into a Shareholder Services Agreement dated March 1, 1994 and amended September 1, 1995, (the “Prior Agreement”)
which provided for FSSC to enter into agreements for Services with third parties (“Third-Party Agreements”) and to
utilize fees received under the Prior Agreement to compensate third parties pursuant to such Third-Party Agreements;
WHEREAS, it is contemplated that
hereafter, the Funds will compensate third-parties for Services directly, and that FSSC will no longer enter into Third-Party Agreements;
WHEREAS, FSSC will continue to
compensate third parties pursuant to any Third-Party Agreements and the Funds will continue to make payments to FSSC to fund those
obligations; and
WHEREAS, FSSC will also receive
fees for Services it provides to Shareholders under this Agreement.
NOW THEREFORE, the parties agree
to amend and restate the Agreement as follows:
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SECTION
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1.
Agreement to Provide Services
|
(a)
Services. FSSC agrees to provide Services for Shareholders of the Funds that have fully-disclosed
accounts in the Funds for which either (i) Federated Securities Corp. or any other affiliate of FSSC is the dealer of record; or
(ii) for which the dealer of record does not provide Services (collectively, the “FSSC Accounts”). FSSC shall also
provide Services or cause Services to be provided to Shareholders whose accounts are subject to Third-Party Agreements. Services
shall include, but are not limited to, telephone, mail or electronic communications with Shareholders.
(b)
Delivery of Disclosure Documents. Upon request by a customer that is a Shareholder
of the Funds, FSSC will send a copy of the current Prospectus (and, if expressly requested, Statement of Additional Information),
annual report or semi-annual report for any Fund (“Disclosure Documents”) to the customer within three (3) business
days of such request.
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(i)
|
The Funds will furnish to FSSC at the Funds’ own expense such
number of copies of the then-current Disclosure Documents as FSSC requests to satisfy its obligations under this paragraph.
|
|
(ii)
|
FSSC covenants to the Funds that it will not make any representations
concerning any Shares other than those contained in the Disclosure Documents of the applicable Fund.
|
|
(iii)
|
The parties may agree from time to time to set appropriate security
procedures and to perform electronically certain of their obligations under this Agreement, including without limitation the delivery
of requested Disclosure Documents.
|
(c)
FSSC shall not have any obligation to pay the cost of producing or delivering Disclosure Documents
or any other costs incurred by the Funds in connection with the Services provided hereunder.
|
SECTION
|
2.
Service Fees Payable to FSSC
|
(a)
During the term of this Agreement, FSSC will be entitled to receive from each Fund as full
compensation for Services rendered hereunder a fee calculated daily at an annual rate, as set forth Schedule 1 to this Agreement,
of up to 0.25% of average net assets held in FSSC Accounts of each Fund. Service fees paid by the Funds are in addition to other
fees paid by the Funds such as those paid pursuant to an Agreement for Fund Accounting Services, Administrative Services, Transfer
Agency Services and Custody Services Procurement and fees paid pursuant to each Fund’s Distributor’s Contract.
(b)
For so long as any Third-Party Agreement remains in effect, FSSC shall be entitled to receive
fees from the Funds calculated daily at an annual rate, as set forth in Schedule 1 to this Agreement, of up to 0.25% on the average
net assets held in accounts of each Fund for which Services are provided by such third-parties which amount shall be paid by FSSC
in accordance with such Third-Party Agreements.
(c)
The Funds shall pay service fees to FSSC in accordance with their regular payment schedules.
For the payment period in which this Agreement becomes effective or terminates with respect to any Fund, there shall be an appropriate
proration of the fee on the basis of the number of days that this Agreement is in effect with respect to such Fund during the period.
|
SECTION
|
3.
Agreements with Other Service Providers
|
Each Fund hereby appoints FSSC as the
Fund’s agent to enter into agreements with financial intermediaries that are not registered as broker/dealers under the 1934
Act (each an “Unregistered Intermediary”) to provide Services to their customers that are Shareholders of the Fund.
Each Fund agrees to pay Service Fees at an annual rate as set forth in Schedule 1 to this Agreement of up to 0.25% of the average
net assets held in Fund accounts for which an Unregistered Intermediary has agreed to provide Services. Any such accounts shall
not be treated as FSSC Accounts for purposes of this Agreement.
|
SECTION
|
4.
Representations
|
(a)
Each party represents and warrants to the other party that:
|
(i)
|
Status. It is duly organized and validly existing under the
laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing.
|
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(ii)
|
Powers. It has the power to execute this Agreement and any
other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating
to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and has
taken all necessary action to authorize such execution, delivery and performance.
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(iii)
|
No Violation or Conflict. Such execution, delivery and performance
do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment
of any court or other agency of government applicable to it or any contractual restriction binding on or affecting it.
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(iv)
|
Obligations Binding. Its obligations under this Agreement
constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable
bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as
to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in
equity or law).
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|
(v)
|
Compliance with Laws. It will comply in all material respects
with all applicable laws and orders to which it may be subject if failure to so comply would materially impair its ability to perform
its obligations under this Agreement.
|
|
SECTION
|
5.
Indemnification and Limitation of Liability
|
(a)
In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds
agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands,
liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by
the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC.
(b)
FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered
by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and
duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages.
(c)
Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who
may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services
to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder)
to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one
under the control or direction of FSSC even though paid by FSSC.
(d)
FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration
of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant
to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such
obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them.
(e)
The provisions of this Section shall survive the termination of this Agreement.
|
SECTION
|
6.
Privacy Policy
|
(a)
The parties acknowledge that:
|
(i)
|
The Securities and Exchange Commission has adopted Regulation S-P
at 17 CFR Part 248 to protect the privacy of individuals who obtain a financial product or service for personal, family or household
use;
|
|
(ii)
|
Regulation S-P permits financial institutions, such as the Funds,
to disclose “nonpublic personal information” (“NPI”) of its “customers” and “consumers”
(as those terms are therein defined in Regulation S-P) to affiliated and nonaffiliated third parties of the Funds, without giving
such customers and consumers the ability to opt out of such disclosure, for the limited purposes of processing and servicing transactions
(17 CFR § 248.14); for specified law enforcement and miscellaneous purposes (17 CFR § 248.15); and to service providers
or in connection with joint marketing arrangements (17 CFR § 248.13); and
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|
(iii)
|
Regulation S-P provides that the right of a customer and consumer
to opt out of having his or her NPI disclosed pursuant to 17 CFR § 248.7 and 17 CFR § 248.10 does not apply when the
NPI is disclosed to service providers or in connection with joint marketing arrangements, provided the Fund and third party enter
into a contractual agreement that prohibits the third party from disclosing or using the information other than to carry out the
purposes for which the Fund disclosed the information (17 CFR § 248.13).
|
(b)
The parties agree that the Funds may disclose Shareholder NPI to FSSC as agent of the Funds
and solely in furtherance of fulfilling FSSC’s contractual obligations under the Agreement in the ordinary course of business
to support the Funds and their Shareholders.
(c)
FSSC hereby agrees to be bound to use and redisclose such NPI only for the limited purpose
of fulfilling its duties and obligations under the Agreement, for law enforcement and miscellaneous purposes as permitted in 17
CFR §248.15, or in connection with joint marketing arrangements that the Funds may establish with FSSC in accordance with
the limited exception set forth in 17 CFR 248.13.
(d)
FSSC represents and warrants that, in accordance with 17 CFR § 248.30, it has implemented,
and will continue to carry out for the term of the Agreement, policies and procedures reasonably designed to:
|
(i)
|
Insure the security and confidentiality of records and NPI of Fund
customers;
|
|
(ii)
|
Protect against any anticipated threats or hazards to the security
or integrity of Fund customer records and NPI; and
|
|
(iii)
|
Protect against unauthorized access or use of such Fund customer
records or NPI that could result in substantial harm or inconvenience to any Fund customer.
|
(e)
FSSC may redisclose Section 248.13 NPI only to: (a) the Funds and affiliated persons of the
Funds (“Fund Affiliates”); (b) affiliated persons of FSSC (“Service Provider Affiliates”) (which in turn
may disclose or use the information only to the extent permitted under the original receipt); (c) a third party not affiliated
with FSSC or the Funds (“Nonaffiliated Third Party”) under the service and processing (§248.14) or miscellaneous
(§248.15) exceptions, but only in the ordinary course of business to carry out the activity covered by the exception under
which FSSC received the information in the first instance; and (d) a Nonaffiliated Third Party under the service provider and joint
marketing exception (§248.13), provided FSSC enters into a written contract with the Nonaffiliated Third Party that prohibits
the Nonaffiliated Third Party from disclosing or using the information other than to carry out the purposes for which the Funds
disclosed the information in the first instance.
(f)
FSSC may redisclose Section 248.14 NPI and Section 248.15 NPI to: (a) the Funds and Fund Affiliates;
(b) Service Provider Affiliates (which in turn may disclose the information to the same extent permitted under the original receipt);
and (c) a Nonaffiliated Third Party to whom the Funds might lawfully have disclosed NPI directly.
(g)
The provisions of this Section shall survive the termination of the Agreement.
(a)
All notices of any kind to be given hereunder shall be given in writing and delivered by personal
delivery or by postage prepaid, registered or certified United States first class mail, return receipt requested, overnight courier
services, or by fax or e-mail (with confirming copy by mail).
(b)
Unless otherwise notified in writing, all notices to any Fund shall be given or sent to such
Fund at:
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7000
Attention: President
(c)
Unless otherwise notified in writing, all notices to FSSC shall be given or sent to:
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
Attention: President
|
SECTION
|
8.
Assignments and No Third-Party Rights
|
(a)
Except for any Third-Party Agreements entered into prior to the date of this Agreement, this
Agreement will not be assigned or subcontracted by either party, without prior written consent of the other party, except that
either party may assign or subcontract this Agreement to an affiliate controlled, controlled by, or under common control with the
assigning or subcontracting party without such consent. Subject to the preceding, this Agreement will apply to, be binding in all
respects upon, and inure to the benefit of permitted assigns and subcontractors of the parties. In no event shall the Funds be
obligated to make any payment under this Agreement to any person other than FSSC.
(b)
Nothing expressed or referred to in this Agreement will be construed to give anyone other
than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any
provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of
the parties to this Agreement and their permitted assigns and subcontractors.
If either party is unable to carry out
any of its obligations under this Agreement because of conditions beyond its reasonable control, including, but not limited to,
acts of war or terrorism, work stoppages, fire, civil disobedience, delays associated with hardware malfunction or availability,
riots, rebellions, storms, electrical failures, acts of God, and similar occurrences (“Force Majeure”), this Agreement
will remain in effect and the non-performing party’s obligations shall be suspended without liability for a period equal
to the period of the continuing Force Majeure (which period shall not exceed fifteen (15) business days), provided that:
|
(i)
|
the non-performing party gives the other party prompt notice describing
the Force Majeure, including the nature of the occurrence and its expected duration and, where reasonably practicable, continues
to furnish regular reports with respect thereto during the period of Force Majeure;
|
|
(ii)
|
the suspension of obligations is of no greater scope and of no longer
duration than is required by the Force Majeure;
|
|
(iii)
|
no obligations of either party that accrued before the Force Majeure
are excused as a result of the Force Majeure;
|
|
(iv)
|
the non-performing party uses all reasonable efforts to remedy its
inability to perform as quickly as possible.
|
|
SECTION
|
10.
Definition of Terms
|
(a)
“1934 Act” means the Securities Exchange Act of 1934, and “1940
Act” means the Investment Company Act of 1940, in each case as amended and in effect at the relevant time.
(b)
“Fund” means an investment company registered under the 1940 Act and, in
the case of a “series company” as defined in Rule 18f-2(a) under the 1940 Act, each individual portfolio of the series
company, set forth on Schedule 1 to this Agreement from time to time. “Funds” means the Funds listed on Schedule
1 collectively.
(c)
“Prospectus” means, with respect to any Shares the most recent Prospectus
and Statement of Additional Information (“SAI”) and any supplement thereto, pursuant to which a Fund publicly offers
the Shares; provided, however, that this definition shall not be construed to require FSC, Dealer or any Fund to deliver any SAI
other than at the express request of Dealer’s customer.
(d)
“Shares” means (1) shares of beneficial interest in a Fund organized as
a business trust; and (2) shares of capital stock in a Fund organized as a corporation. With respect to a Fund that has established
separate classes of Shares in accordance with Rule 18f-3 under the 1940 Act, Shares refers to the relevant class. “Shareholder”
means the beneficial owner of any Share.
|
SECTION
|
11.
Miscellaneous
|
(a)
This Agreement may be terminated by either party by giving the other party at least sixty
(60) days' written notice thereof.
(b)
This Agreement may be amended only by a writing signed by both parties, provided that, any
Fund may amend Schedule 1 from time to time by sending a copy of the amended Schedule to FSSC. Any such amendment shall be effective
ten (10) days after notice thereof.
(c)
This Agreement constitutes (along with its Schedules) a complete and exclusive statement of
the terms of the agreement between the parties and supersedes any prior agreement with respect to its subject matter.
(d)
This Agreement has been entered into between FSSC and each Fund severally and not jointly,
and the provisions this Agreement shall apply separately to each Fund. No Fund shall be obligated to make any payments to FSSC
under this Agreement other than with respect to its Shares. No breach of this Agreement by a Fund, or by FSSC against a Fund, shall
constitute a breach of this Agreement with respect to any other Fund.
(e)
This Agreement may be executed by different parties on separate counterparts, each of which,
when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument.
(f)
If any provision of this Agreement is held invalid or unenforceable, the other provisions
of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part
or degree will remain in full force and effect to the extent not held invalid and unenforceable.
(g)
This Agreement will be governed by the laws of the Commonwealth of Pennsylvania, without regard
to conflicts of laws principles thereof. Any action or proceeding seeking to enforce any provision of, or based on any right arising
out of, this Agreement may be brought against the parties in the courts of the Commonwealth of Pennsylvania, County of Allegheny,
or, if it has or can acquire jurisdiction, in the United States District Court for the Western District of Pennsylvania, and each
of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding
and waives any objection to venue laid therein. Each party waives its right to a jury trial.
IN WITNESS WHEREOF, the parties
hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
Attest:
|
Funds (listed on Schedule 1)
|
|
|
|
|
/s/ John W. McGonigle
|
By:/s/ John F. Donahue
|
John W. McGonigle
|
John F. Donahue
|
Secretary
|
Chairman
|
|
|
Attest:
|
Federated Shareholder Services Company
|
|
|
|
|
/s/ Timothy S. Johnson
|
By: /s/ Arthur L. Cherry, Jr.
|
Timothy S. Johnson
|
Arthur L. Cherry, Jr.
|
Secretary
|
|
SCHEDULE 1
TO SECOND AMENDED AND RESTATED SERVICES AGREEMENT
(revised 6/29/2020)
The following lists the Funds and Shares subject to the Second Amended
and Restated Services Agreement (“Agreement”) which have the ability to charge the maximum 0.25% Service Fee
payable by the Funds pursuant to the Agreement.
FEDERATED HERMES ADJUSTABLE RATE SECURITIES TRUST
|
Institutional Shares
|
|
|
Service Shares
|
|
FEDERATED HERMES ADVISER SERIES
|
|
Federated Hermes Emerging Markets Equity Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
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Institutional Shares
|
|
Federated Hermes Absolute Credit Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Institutional Shares
|
|
Federated Hermes Global Equity Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Institutional Shares
|
|
Federated Hermes Global Small Cap Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Institutional Shares
|
|
Federated Hermes International Developed Equity Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Institutional Shares
|
|
Federated Hermes SDG Engagement Equity Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Institutional Shares
|
|
Federated Hermes SDG Engagement High Yield Credit Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Institutional Shares
|
|
Federated Hermes Unconstrained Credit Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Institutional Shares
|
|
Federated Hermes US SMID Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Institutional Shares
|
|
Federated Hermes International Equity Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Institutional Shares
|
|
Federated Hermes International Growth Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Institutional Shares
|
|
|
|
|
|
|
|
Federated Hermes MDT Large Cap Value Fund
|
Service Shares
|
|
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
|
|
FEDERATED EQUITY FUNDS
|
|
Federated Hermes Clover Small Value Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Hermes Global Strategic Value Dividend Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
Federated Hermes International Strategic Value Dividend Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Hermes Kaufmann Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class R Shares
|
|
|
Class T Shares
|
|
Federated Hermes Kaufmann Large Cap Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Hermes Kaufmann Small Cap Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Hermes MDT Mid Cap Growth Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Hermes Prudent Bear Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Hermes Strategic Value Dividend Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
FEDERATED HERMES EQUITY INCOME FUND, INC.
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class F Shares
|
|
|
Class T Shares
|
FEDERATED HERMES FIXED INCOME SECURITIES, INC.
|
|
Federated Hermes Municipal Ultrashort Fund
|
Class A Shares
|
|
|
|
|
Federated Hermes Strategic Income Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class F Shares
|
|
|
Class T Shares
|
|
|
|
FEDERATED HERMES GLOBAL ALLOCATION FUND
|
Class A Shares
|
|
|
Class C Shares
|
|
Class T Shares
|
|
|
FEDERATED HERMES GOVERNMENT INCOME SECURITIES, INC.
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class F Shares
|
|
|
Institutional Shares
|
|
|
Class T Shares
|
|
|
|
FEDERATED HERMES GOVERNMENT INCOME TRUST
|
|
Federated Hermes Government Income Fund
|
Institutional Shares
|
|
|
Service Shares
|
|
|
|
FEDERATED HERMES HIGH INCOME BOND FUND, INC.
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
FEDERATED HERMES HIGH YIELD TRUST
|
|
|
Federated Hermes Opportunistic High Yield Fund
|
Service Shares
|
|
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Hermes Equity Advantage Fund
|
Class A Shares
|
FEDERATED HERMES INCOME SECURITIES TRUST
|
|
Federated Hermes Capital Income Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class F Shares
|
|
|
Class T Shares
|
|
Federated Hermes Floating Rate Strategic Income Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
Federated Hermes Fund for U.S. Government Securities
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
|
Institutional Shares
|
|
Federated Hermes Intermediate Corporate Bond Fund
|
Institutional Shares
|
|
|
Service Shares
|
|
Federated Hermes Muni and Stock Advantage Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class F Shares
|
|
|
Class T Shares
|
|
Federated Hermes Real Return Bond Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Institutional Shares
|
|
Federated Hermes Short-Term Income Fund
|
Class A Shares
|
|
|
Service Shares
|
|
|
|
FEDERATED HERMES INDEX TRUST
|
|
Federated Hermes Max-Cap Index Fund
|
Class C Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
Federated Hermes Mid-Cap Index Fund
|
Service Shares
|
|
|
|
FEDERATED HERMES INSTITUTIONAL TRUST
|
|
Federated Hermes Government Ultrashort Fund
|
Class A Shares
|
|
|
Service Shares
|
|
Federated Hermes Institutional High Yield Bond Fund
|
|
|
|
|
|
Federated Hermes Short-Intermediate Total Return Bond Fund
|
Class A Shares
|
|
|
Service Shares
|
|
FEDERATED HERMES INSURANCE SERIES
|
|
Federated Hermes Fund for US Government Securities II
|
|
|
Federated Hermes High Income Bond Fund II
|
Primary Shares
|
|
|
Service Shares
|
|
Federated Hermes Kaufmann Fund II
|
Primary Shares
|
|
|
Service Shares
|
|
Federated Hermes Managed Volatility Fund II
|
|
|
Federated Hermes Government Money Fund II
|
Primary Shares
|
|
Service Shares
|
|
|
FEDERATED HERMES INTERNATIONAL SERIES, INC.
|
|
Federated Hermes Global Total Return Bond Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
|
FEDERATED HERMES INVESTMENT SERIES FUNDS, INC.
|
|
Federated Hermes Corporate Bond Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class F Shares
|
|
|
Class T Shares
|
FEDERATED HERMES MDT SERIES
|
|
Federated Hermes MDT All Cap Core Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Hermes MDT Large Cap Growth Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Hermes MDT Small Cap Core Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Hermes MDT Small Cap Growth Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Hermes MDT Balanced Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
|
|
|
|
|
|
|
FEDERATED HERMES MUNICIPAL BOND FUND, INC.
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class F Shares
|
|
|
Class T Shares
|
|
|
Institutional Shares
|
FEDERATED HERMES MUNICIPAL SECURITIES INCOME TRUST
|
|
Federated Hermes Michigan Intermediate Municipal Fund
|
Class A Shares
|
|
|
Institutional Shares
|
|
Federated Hermes Municipal High Yield Advantage Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class F Shares
|
|
|
Class T Shares
|
|
Federated Hermes Ohio Municipal Income Fund
|
Class A Shares
|
|
|
Class F Shares
|
|
|
Institutional Shares
|
|
Federated Hermes Pennsylvania Municipal Income Fund
|
Class A Shares
|
|
|
Class A Shares
|
|
|
Institutional Shares
|
|
|
Class T Shares
|
FEDERATED HERMES SHORT-INTERMEDIATE MUNICIPAL FUND
|
Class A Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
|
|
FEDERATED HERMES TOTAL RETURN GOVERNMENT BOND FUND
|
Service Shares
|
|
|
|
FEDERATED HERMES TOTAL RETURN SERIES, INC.
|
|
Federated Hermes Select Total Return Bond Fund
|
Institutional Shares
|
|
|
Service Shares
|
|
|
|
|
Federated Hermes Total Return Bond Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Service Shares
|
|
|
Class T Shares
|
|
Federated Hermes Ultrashort Bond Fund
|
Class A Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
FEDERATED HERMES SHORT-TERM GOVERNMENT TRUST
|
Institutional Shares
|
|
|
Service Shares
|
|
|
|
FEDERATED HERMES SHORT-INTERMEDIATE GOVERNMENT TRUST
|
Institutional Shares
|
|
|
Service Shares
|
|
|
|
FEDERATED HERMES WORLD INVESTMENT SERIES, INC.
|
|
Federated Hermes Emerging Market Debt Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
|
|
Federated Hermes International Leaders Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
|
Federated Hermes International Small-Mid Company Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class T Shares
|
FEDERATED HERMES INTERMEDIATE MUNICIPAL TRUST
|
|
Federated Hermes Intermediate Municipal Fund
|
Institutional Shares
|
|
|
|
FEDERATED HERMES MONEY MARKET OBLIGATIONS TRUST
|
|
Federated Hermes California Municipal Cash Trust
|
Capital Shares
|
|
|
Cash II Shares
|
|
|
Cash Series Shares
|
|
|
Wealth Shares
|
|
|
Service Shares
|
|
Federated Hermes Capital Reserves Fund
|
|
|
Federated Hermes Georgia Municipal Cash Trust
|
|
|
Federated Hermes Government Obligations Fund
|
Advisor Shares
|
|
|
Capital Shares
|
|
|
Cash II Shares
|
|
|
Cash Series Shares
|
|
|
Institutional Shares
|
|
|
Select Shares
|
|
|
Service Shares
|
|
|
Trust Shares
|
|
Federated Hermes Government Obligations Tax-Managed Fund
|
Automated Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
Federated Hermes Government Reserves Fund
|
Class A Shares
|
|
|
Class C Shares
|
|
|
Class F Shares
|
|
|
Class P Shares
|
|
Federated Hermes Massachusetts Municipal Cash Trust
|
Cash Series Shares
|
|
|
Service Shares
|
|
|
|
|
Federated Hermes Institutional Money Market Management
|
Capital Shares
|
|
|
Eagle Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
Federated Hermes Municipal Obligations Fund
|
Automated Shares
|
|
|
Capital Shares
|
|
|
Cash II Shares
|
|
|
Cash Series Shares
|
|
|
Wealth Shares
|
|
|
Investment Shares
|
|
|
Service Shares
|
|
Federated Hermes New York Municipal Cash Trust
|
Cash II Shares
|
|
|
Cash Series Shares
|
|
|
Service Shares
|
|
|
Wealth Shares
|
|
Federated Hermes Pennsylvania Municipal Cash Trust
|
Cash Series Shares
|
|
|
Wealth Shares
|
|
|
Service Shares
|
|
Federated Hermes Prime Cash Obligations Fund
|
Advisor Shares
|
|
|
Automated Shares
|
|
|
Capital Shares
|
|
|
Cash II Shares
|
|
|
Cash Series Shares
|
|
|
Class R Shares
|
|
|
Wealth Shares
|
|
|
Service Shares
|
|
|
Trust Shares
|
|
Federated Hermes Institutional Prime Obligations Fund
|
Capital Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
Federated Hermes Institutional Prime Value Obligations Fund
|
Capital Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
Federated Hermes Tax-Free Obligations Fund
|
Advisor Shares
|
|
|
Service Shares
|
|
|
Wealth Shares
|
|
Federated Hermes Institutional Tax-Free Cash Trust
|
Institutional Shares
|
|
|
Premier Shares
|
|
Federated Hermes Treasury Obligations Fund
|
Automated Shares
|
|
|
Capital Shares
|
|
|
Institutional Shares
|
|
|
Service Shares
|
|
|
Trust Shares
|
|
Federated Hermes Trust for U.S. Treasury Obligations
|
Cash II Shares
|
|
|
Cash Series Shares
|
|
|
Institutional Shares
|
|
Federated Hermes U.S. Treasury Cash Reserves
|
Institutional Shares
|
|
|
Service Shares
|
|
Federated Hermes Virginia Municipal Cash Trust
|
Cash Series Shares
|
|
|
Service Shares
|
|
|
|
|
|
Exhibit 28 h (1) (e)
under Form N-1A
Exhibit (10) under Item 601/Reg. S-K
PRINCIPAL SHAREHOLDER
SERVICER’S AGREEMENT
THIS AGREEMENT, is made as of the 24th
day of October, 1997, by and between those Investment Companies on behalf of the Portfolios (individually referred to herein as
a “Fund” and collectively as “Funds”) and Classes of Shares (“Classes”) listed on Schedule
A to Exhibit 1, as may be amended from time to time, having their principal office and place of business at Federated Investors
Tower, Pittsburgh, Pennsylvania 15222-3779, and who have approved this form of Agreement and Federated Securities Corp. as the
principal shareholder servicer (the “Principal Servicer”). Each of the Exhibits hereto is incorporated herein in its
entirety and made a part hereof. In the event of any inconsistency between the terms of this Agreement and the terms of any applicable
Exhibit, the terms of the applicable Exhibit shall govern.
In consideration of the mutual covenants
hereinafter contained it is hereby agreed by and between the parties hereto as follows.
|
1.
|
The Investment Companies hereby appoint the Principal Servicer as their agent to select, negotiate and contract for the performance
of and arrange for the rendition of personal services to shareholders and/or the maintenance of accounts of shareholders of each
Class of the Funds as to which this Agreement is made applicable (The Principal Servicer’s duties hereunder are referred
to as "Services"). The Principal Servicer hereby accepts such appointment and agrees to perform or cause to be performed
the Services in respect of the Classes of the Funds to which this Agreement has been made applicable by an Exhibit. The Principal
Servicer agrees to cause to be provided shareholder services which, in its best judgment (subject to supervision and control of
the Investment Companies' Boards of Trustees or Directors, as applicable), are necessary or desirable for shareholders of the Funds.
The Principal Servicer further agrees to provide the Investment Companies, upon request, a written description of the shareholder
services for which the Principal Servicer is arranging hereunder.
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2.
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During the term of this Agreement, each Investment Company will pay the Principal Servicer and the Principal Servicer agrees
to accept as full compensation for its services rendered hereunder a fee as set forth on the Exhibit applicable to the Class of
each Fund subject to this Agreement.
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For the payment period in which this
Agreement becomes effective or terminates with respect to any Class of a Fund, there shall be an appropriate proration of the monthly
fee on the basis of the number of days that this Agreement is in effect with respect to such Class of the Fund during the month.
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3.
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This Agreement is effective with respect to each Class of a Fund as of the date of execution of the applicable Exhibit and
shall continue in effect for one year from the date of its execution, and thereafter for successive periods of one year only if
the form of this Agreement is approved at least annually by the Board of each Investment Company, including a majority of the members
of the Board of the Investment Company who are not interested persons of the Investment Company ("Independent Board Members")
cast in person at a meeting called for that purpose.
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4.
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Notwithstanding paragraph 3, this Agreement may be terminated with regard to a particular Class of a Fund as follows:
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(a)
|
at any time, without the payment of any penalty, by the vote of a majority of the Independent Board Members of any Investment
Company or by a vote of a majority of the outstanding voting securities of any Fund as defined in the Investment Company Act of
1940 on sixty (60) days' written notice to the parties to this Agreement;
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(b)
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automatically in the event of the Agreement's assignment as defined in the Investment Company Act of 1940; and
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5.
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The Principal Servicer agrees to arrange to obtain any taxpayer identification number certification from each shareholder of
the Funds to which it provides Services that is required under Section 3406 of the Internal Revenue Code, and any applicable Treasury
regulations, and to provide each Fund or its designee with timely written notice of any failure to obtain such taxpayer identification
number certification in order to enable the implementation of any required backup withholding.
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6.
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The Principal Servicer shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Investment
Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties
under this Agreement. the Principal Servicer shall be entitled to rely on and may act upon advice of counsel (who may be counsel
for such Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant
to such advice. Any person, even though also an officer, trustee, partner, employee or agent of the Principal Servicer, who may
be or become a member of such Investment Company's Board, officer, employee or agent of any Fund, shall be deemed, when rendering
services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of
the Principal Servicer hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee,
partner, employee or agent or one under the control or direction of the Principal Servicer even though paid by the Principal Servicer.
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This Section 6 shall survive termination
of this Agreement.
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7.
|
No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which an enforcement of the change, waiver, discharge or termination is sought.
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8.
|
The Principal Servicer is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of
each Investment Company that is a Massachusetts business trust and agrees that the obligations assumed by each such Investment
Company pursuant to this Agreement shall be limited in any case to such Investment Company and its assets and that the Principal
Servicer shall not seek satisfaction of any such obligations from the shareholders of such Investment Company, the Trustees, Officers,
Employees or Agents of such Investment Company, or any of them.
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9.
|
The execution and delivery of this Agreement have been authorized by the Directors of the Principal Servicer and signed by
an authorized officer of the Principal Servicer, acting as such, and neither such authorization by such Directors nor such execution
and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of
them personally, and the obligations of this Agreement are not binding upon any of the Directors or shareholders of the Principal
Servicer, but bind only the property of the Principal Servicer as provided in the Articles of Incorporation of the Principal Servicer.
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10.
|
Notices of any kind to be given hereunder shall be in writing (including facsimile communication) and shall be duly given if
delivered to any Investment Company at the following address: Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention:
President and if delivered to the Principal Servicer at Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention: President.
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|
11.
|
This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect
to the subject hereof whether oral or written. If any provision of this Agreement shall be held or made invalid by a court or regulatory
agency decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. Subject to the provisions
of Sections 3 and 4, hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and shall be governed by Pennsylvania law; provided, however, that nothing herein shall be construed in a
manner inconsistent with the Investment Company Act of 1940 or any rule or regulation promulgated by the Securities and Exchange
Commission thereunder.
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|
12.
|
This Agreement may be executed by different parties on separate counterparts, each of which, when so executed and delivered,
shall be an original, and all such counterparts shall together constitute one and the same instrument.
|
|
13.
|
This Agreement shall not be assigned by any party without the prior written consent of the Principal Servicer in the case of
assignment by any Investment Company, or of the Investment Companies in the case of assignment by the Principal Servicer, except
that any party may assign to a successor all of or a substantial portion of its business to a party controlling, controlled by,
or under common control with such party. Nothing in this Section 13 shall prevent the Principal Servicer from delegating its responsibilities
to another entity to the extent provided herein.
|
IN WITNESS WHEREOF, the parties hereto
have caused this instrument to be executed by their officers designated below as of the day and year first above written.
|
Investment Companies (listed on Schedule A)
|
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|
|
|
Attest: /s/ S. Elliott Cohan
|
By:/s/ John W. McGonigle
|
Title: Assistant Secretary
|
Title: Executive Vice President
|
|
|
|
|
|
Federated Securities Corp.
|
|
|
|
|
Attest:/s/ Leslie K. Platt
|
By: /s/ Byron F. Bowman
|
Title: Assistant Secretary
|
Title: Vice President
|
|
|
Exhibit 1
to the
Principal Shareholder Servicer’s
Agreement
Related to Class B Shares
of
the Funds
The following provisions are hereby incorporated
and made part of the Principal Shareholder Servicer’s Agreement (the “Principal Shareholder Servicer’s Agreement”)
as of the 24th day of October, 1997, by and between those Investment Companies on behalf of the Portfolios (individually referred
to herein as a “Fund” and collectively as “Funds”) and Classes of Shares (“Classes”) listed
on Schedule A to Exhibit 1, as may be amended from time to time, having their principal office and place of business at Federated
Investors Tower, Pittsburgh, Pennsylvania 15222-3779, and who have approved this form of Agreement and Federated Securities Corp.
as the principal shareholder servicer (the “Principal Servicer”). Each of the Exhibits hereto is incorporated herein
in its entirety and made a part hereof. In the event of any inconsistency between the terms of this Exhibit and the terms of the
Principal Shareholder Servicer’s Agreement, the terms of this Exhibit shall govern.
|
1.
|
Each Investment Company hereby appoints the Principal Servicer to arrange for the rendition of
the shareholder services in respect of Class B Shares (“Class B Shares”) of each Fund. Pursuant to this appointment,
the Principal Servicer is authorized to select various companies including but not limited to Federated Shareholder Services (“Companies
or a Company”) to provide such services.
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2.
|
(a) In consideration of the Principal Servicer’s Services under this Agreement in respect
of the Class B Shares each Fund agrees to pay the Principal Servicer or at its direction its “Allocable Portion” (as
hereinafter defined) of a fee (the “Servicing Fee”) equal to 0.25 of 1% per annum of the average daily net asset value
of the Class B Shares of the Fund outstanding from time to time, provided however, that in the event the Fund operates as
a fund of funds (a “FOF Fund”) by investing the proceeds of the issuance of its Class B Shares in Class A Shares of
another fund (the “Other Fund”) and the Principal Shareholder Servicer receives a servicing fee in respect of the Class
A Shares of the Other Fund so acquired by the FOF Fund, the Servicing Fee payable in respect of such Class B Shares of the FOF
Fund will be reduced by the amount of the servicing fee actually received by the Principal Shareholder Servicer or its assign from
the Other Fund in respect of the Class A Shares of the Other Fund acquired with the proceeds of such Class B Shares of the FOF
Fund.
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(b)
|
(i) The Principal Servicer will be deemed to have fully earned its Allocable Portion (computed
as of any date) of the Servicing Fee payable in respect of the Class B Shares of a Fund (and to have satisfied its obligation to
arrange for shareholder services in respect of such Class B Shares) on the date it has arranged for shareholder services to be
performed by Federated Shareholder Services by payment of the lump sum contemplated by Alternative A to Exhibit 1 to the Shareholder
Services Agreement among the Principal Servicer, Federated Shareholder Services and the Fund dated as of the date hereof (the “Shareholder
Services Agreement”) to Federated Shareholder Services (whose obligations are fully supported by its parent company) in respect
of each “Commission Share” (as defined in the Allocation Schedule attached hereto in Schedule B) of the Fund, taken
into account in determining such Principal Servicer’s Allocable Portion of such Servicing Fees as of such date. The Principal
Servicer shall not be deemed to have any other duties in respect of the Shares and its Allocable Portion of the Servicing Fees
to which the preceding sentence applies and such arrangements shall be deemed a separate and distinct contractual arrangement from
that described in clause (ii).
|
(ii) The Principal Servicer will
be deemed to have fully earned any Servicing Fees not included in its Allocable Portion (i.e., those attributable to Shares in
respect of which Alternative A under Exhibit 1 to the Shareholder Services Agreement is not applicable) as such services are performed
in respect of such Shares.
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(c)
|
Notwithstanding anything to the contrary set forth in this Exhibit, the Principal Shareholder
Agreement, or (to the extent waiver thereof is permitted thereby) applicable law, each Investment Company’s obligation to
pay the Principal Servicer’s Allocable Portion of the Servicing Fees payable in respect of the Class B Shares of a Fund shall
not be terminated or modified for any reason (including a termination of this Principal Shareholder Servicer’s Agreement
as it relates to the Fund) except to the extent required by a change in the Investment Company Act of 1940 (the “Act”)
or the Conduct Rules of the National Association of Securities Dealers, Inc., in either case enacted or promulgated after May 1,
1997, or in connection with a “Complete Termination” (as hereinafter defined) in respect of the Class B Shares of such
Fund.
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(d)
|
Notwithstanding anything to the contrary in this Exhibit, the Principal Shareholder Agreement,
or (to the extent waiver thereof is permitted thereby) applicable law, the Principal Servicer may assign, sell or pledge (collectively,
“Transfer”) its rights to its Allocable Portion of the Servicing Fees (but not its obligations to the Investment Companies
under this Principal Shareholder Servicer’s Agreement) in respect of the Class B Shares of a Fund to raise funds to make
the expenditures related to the Services and in connection therewith upon receipt of notice of such Transfer, the Investment Company
shall pay to the assignee, purchaser or pledgee (collectively with their subsequent transferees, “Transferees”) such
portion of the Principal Servicer’s Allocable Portion of the Servicing Fees in respect of the Class B Shares of the Fund
so Transferred. Except as provided in (c) above and notwithstanding anything to the contrary set forth elsewhere in this Exhibit,
the Principal Shareholder Agreement, or (to the extent waiver thereof is permitted thereby) applicable law, to the extent the Principal
Servicer has Transferred its rights thereto to raise funds as aforesaid, the Investment Companies’ obligation to pay to the
Principal Servicer’s Transferees the Principal Servicer’s Allocable Portion of the Servicing Fees payable in respect
of the Class B Shares of each Fund shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim
or any defense whatsoever, including without limitation, any of the foregoing based on the insolvency or bankruptcy of the Principal
Servicer, Federated Shareholder Services (or its parent) or the failure of Federated Shareholder Services (or its parent) to perform
its Irrevocable Service Commitment (it being understood that such provision is not a waiver of the Investment Companies’
right to pursue such Principal Servicer and enforce such claims against the assets of such Principal Servicer other than the Principal
Servicer’s right to the Distribution Fees, Servicing Fees and CDSCs in respect of the Class B Shares of the Fund which have
been so transferred in connection with such Transfer). The Fund agrees that each such Transferee is a third party beneficiary of
the provisions of this clause (d) but only insofar as those provisions relate to Servicing Fees transferred to such Transferee.
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(e)
|
For purposes of this Principal Shareholder Servicer’s Agreement, the term Allocable Portion
of Servicing Fees payable in respect of the Class B Shares of any Fund shall mean the portion of such Servicing Fees allocated
to such Principal Servicer in accordance with the Allocation Schedule attached hereto as Schedule B.
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(f)
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For purposes of this Principal Shareholder Servicer’s Contract, the term “Complete Termination”
of shareholder servicing arrangements in respect of Class B Shares of a Fund means a termination of shareholder servicing arrangements
involving the complete cessation of payments of Servicing Fees in respect of all Class B Shares, and the complete cessation of
payments of servicing fees for every existing and future class of shares of the Fund and any successor Fund or any Fund acquiring
a substantial portion of the assets of the Fund ,which has substantially similar characteristics to the Class B Shares taking into
account the manner and amount of sales charge, servicing fee, contingent deferred sales charge or other similar charge borne directly
or indirectly by the holders of such shares.
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3.
|
The Principal Servicer may enter into separate written agreements with Companies to provide the
services set forth in Paragraph 1 herein. The schedules of fees to be paid such Companies and the basis upon which such fees will
be paid shall be determined from time to time by the Principal Servicer in its sole discretion.
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4.
|
The Principal Servicer will prepare reports to the Board of Trustees/Directors of the Investment
Companies on a quarterly basis showing amounts expended hereunder including amounts paid to Companies and the purpose for such
expenditures.
|
In consideration of the mutual covenants set
forth in the Principal Shareholder Servicer’s Contract, the Principal Servicer and the Investment Companies hereby execute
and deliver this Exhibit with respect to the Class B Shares of each Fund.
Witness the due execution hereof this 24th day
of October, 1997.
|
Investment Companies (listed on Schedule A)
|
|
|
|
|
Attest: /s/ S. Elliott Cohan
|
By:/s/ John W. McGonigle
|
Title: Assistant Secretary
|
Title: Executive Vice President
|
|
|
|
|
|
Federated Securities Corp.
|
|
|
|
|
Attest:/s/ Leslie K. Platt
|
By: /s/ Byron F. Bowman
|
Title: Assistant Secretary
|
Title: Vice President
|
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SCHEDULE B
to
the Principal Shareholder
Servicer’s Agreement for
Class B Shares of the
Federated Funds
ALLOCATION SCHEDULE
Shareholder Servicing Fees related to Shares
of each Fund shall be allocated among the existing Principal Servicer and each subsequent Principal Servicer in accordance with
this Schedule B.
Defined terms used in this Schedule B and
not otherwise defined herein shall have the meaning assigned to them in the Principal Shareholder Servicer’s Agreement. As
used herein the following terms shall have the meanings indicated:
[ ]
PART I: ATTRIBUTION OF SHARES
[ ]
PART II: ALLOCATION OF SHAREHOLDER SERVICING
FEES
[ ]
PART III: ADJUSTMENTS OF THE EXISTING
PRINCIPAL SERVICER’S AND EACH SUBSEQUENT PRINCIPAL SERVICER’S ALLOCABLE SHARE OF ASSET BASED SALES CHARGES AND CONTINGENT
DEFERRED SALES CHARGES
[ ]
EXHIBIT I TO THE
ALLOCATION SCHEDULE
SELLING AGENTS CURRENTLY OFFERING
OMNIBUS SHARES
[ ]
Schedule A
PRINCIPAL SHAREHOLDER
SERVICER’S AGREEMENT
Effective Date: Class B Shares of: Revised
6/26/2020
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FEDERATED HERMES ADVISER SERIES
|
8/31/17
|
Federated Hermes MDT Large Cap Value Fund
|
|
|
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FEDERATED HERMES EQUITY FUNDS
|
12/1/00
|
Federated Hermes Kaufmann Fund
|
12/1/02
|
Federated Hermes Kaufmann Small Cap Fund
|
10/24/97
|
Federated Hermes MDT Mid Cap Growth Fund
|
|
|
10/24/97
|
FEDERATED HERMES EQUITY INCOME FUND, INC.
|
|
|
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FEDERATED HERMES FIXED INCOME SECURITIES, INC.
|
10/24/97
|
Federated Hermes Strategic Income Fund
|
|
|
6/1/08
|
FEDERATED HERMES GLOBAL ALLOCATION FUND
|
|
|
10/24/97
|
FEDERATED HERMES GOVERNMENT INCOME SECURITIES, INC.
|
|
|
10/24/97
|
FEDERATED HERMES HIGH INCOME BOND FUND, INC.
|
|
|
9/1/02
|
FEDERATED HERMES INCOME SECURITIES TRUST
|
12/1/02
|
Federated Hermes Capital Income Fund
|
9/1/02
|
Federated Hermes Fund for U.S. Government Securities
|
9/1/03
|
Federated Hermes Muni and Stock Advantage Fund
|
|
|
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FEDERATED HERMES INTERNATIONAL SERIES, INC.
|
10/24/97
|
Federated Hermes Global Total Return Bond Fund
|
|
|
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FEDERATED HERMES INVESTMENT SERIES FUNDS, INC.
|
10/24/97
|
Federated Hermes Corporate Bond Fund
|
|
|
|
FEDERATED HERMES MDT SERIES
|
3/1/07
|
Federated Hermes MDT Large Cap Growth Fund
|
12/1/07
|
Federated Hermes MDT Small Cap Growth Fund
|
|
|
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FEDERATED HERMES MUNICIPAL SECURITIES INCOME TRUST
|
6/1/06
|
Federated Hermes Municipal High Yield Advantage Fund
|
10/24/97
|
Federated Hermes Pennsylvania Municipal Income Fund
|
|
|
10/24/97
|
FEDERATED HERMES MUNICIPAL SECURITIES FUND, INC.
|
|
|
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FEDERATED HERMES TOTAL RETURN SERIES, INC.
|
6/1/01
|
Federated Hermes Total Return Bond Fund
|
|
|
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FEDERATED HERMES WORLD INVESTMENT SERIES, INC.
|
10/24/97
|
Federated Hermes Emerging Market Debt Fund
|
10/24/97
|
Federated Hermes International Small-Mid Company Fund
|
6/1/98
|
Federated Hermes International Leaders Fund
|
|
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FEDERATED HERMES MONEY MARKET OBLIGATIONS TRUST
|
6/1/15
|
Federated Hermes Government Reserves Fund
|
Exhibit 28 h (1) (f) under Form N-1A
Exhibit (10) under Item 601/Reg. S-K
11/30/98 - Federated Shareholder
Services merged into Federated Shareholder Services Company
SHAREHOLDER SERVICES
AGREEMENT
THIS AGREEMENT, is made as of the 24th
day of October, 1997, by and between those Investment Companies on behalf of the Portfolios (individually referred to herein as
a “Fund” and collectively as “Funds”) and Classes of Shares (“Classes”) listed on Schedule
A to Exhibit 1, as it may be amended from time to time, having their principal office and place of business at Federated Investors
Tower, Pittsburgh, PA 15222-3779 and who have approved this form of Agreement and Federated Securities Corp.(“FSC”),
a Pennsylvania Corporation, having its principal office and place of business at Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779 and Federated Shareholder Services, a Delaware business trust, having its principal office and place of business at
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 ("FSS"). Each of the Exhibits hereto is incorporated herein
in its entirety and made a part hereof. In the event of any inconsistency between the terms of this Agreement and the terms of
any applicable Exhibit, the terms of the applicable Exhibit shall govern.
|
1.
|
FSC as Principal Servicer (Principal Servicer”) hereby contracts with FSS to render or cause to be rendered personal
services to shareholders and/or the maintenance of accounts of shareholders of each Class of the Funds to which this Agreement
is made applicable by an Exhibit hereto (“Services"). In addition to providing Services directly to shareholders of
the Funds, FSS is hereby appointed the Investment Companies' agent to select, negotiate and subcontract for the performance of
Services. FSS hereby accepts such appointment. FSS agrees to provide or cause to be provided Services which, in its best judgment
(subject to supervision and control of the Investment Companies' Boards of Trustees or Directors, as applicable), are necessary
or desirable for shareholders of the Funds. FSS further agrees to provide the Investment Companies, upon request, a written description
of the Services which FSS is providing hereunder. The Investment Companies, on behalf of the Funds and each Class subject hereto
consents to the appointment of FSS to act in its capacity as described herein and agrees to look solely to FSS for performance
of the Services.
|
|
2.
|
The term of the undertaking of FSS to render services hereunder in respect of any Class of any Fund and the manner and amount
of compensation to be paid in respect thereof shall be specified in respect of each Class of the Funds to which this Agreement
is made applicable by an Exhibit hereto. FSS agrees to look solely to the Principal Servicer for its compensation hereunder.
|
|
3.
|
This Agreement shall become effective in respect of any Class of Shares of a Fund upon execution of an Exhibit relating to
such Class of the Fund. Once effective in respect of any Class of shares, this Agreement shall continue in effect for one year
from the date of its execution, and thereafter for successive periods of one year only if the form of this Agreement is approved
at least annually by the Board of each Investment Company, including a majority of the members of the Board of the Investment Company
who are not interested persons of the Investment Company ("Independent Board Members") cast in person at a meeting called
for that purpose.
|
4. Notwithstanding
paragraph 3, this Agreement may be terminated as follows:
|
(a)
|
By any Investment Company as to any Fund at any time, without the payment of any penalty, by the vote of a majority of the
Independent Board Members of any Investment Company or by a vote of a majority of the outstanding voting securities of any Fund
as defined in the Investment Company Act of 1940 on sixty (60) days' written notice to the parties to this Agreement;
|
|
(b)
|
automatically in the event of the Agreement's assignment as defined in the Investment Company Act of 1940; and
|
|
5.
|
FSS agrees to obtain any taxpayer identification number certification from each shareholder of the Funds to which it provides
Services that is required under Section 3406 of the Internal Revenue Code, and any applicable Treasury regulations, and to provide
each Investment Company or its designee with timely written notice of any failure to obtain such taxpayer identification number
certification in order to enable the implementation of any required backup withholding.
|
|
6.
|
FSS shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Investment Company in connection
with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.
FSS shall be entitled to rely on and may act upon advice of counsel (who may be counsel for such Investment Company) on all matters,
and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also
an officer, trustee, partner, employee or agent of FSS, who may be or become a member of such Investment Company's Board, officer,
employee or agent of any Investment Company, shall be deemed, when rendering services to such Investment Company or acting on any
business of such Investment Company (other than services or business in connection with the duties of FSS hereunder) to be rendering
such services to or acting solely for such Investment Company and not as an officer, trustee, partner, employee or agent or one
under the control or direction of FSS even though paid by FSS.
|
This Section 6 shall survive termination
of this Agreement.
|
7.
|
No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which an enforcement of the change, waiver, discharge or termination is sought.
|
|
8.
|
FSS is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Investment Company
that is a Massachusetts business trust and agrees that the obligations assumed by each such Investment Company pursuant to this
Agreement shall be limited in any case to such Investment Company and its assets and that FSS shall not seek satisfaction of any
such obligations from the shareholders of such Investment Company, the Trustees, Officers, Employees or Agents of such Investment
Company, or any of them.
|
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9.
|
The execution and delivery of this Agreement have been authorized by the Trustees of FSS and signed by an authorized officer
of FSS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations
of this Agreement are not binding upon any of the Trustees or shareholders of FSS, but bind only the trust property of FSS as provided
in the Declaration of Trust of FSS.
|
|
10.
|
Notices of any kind to be given hereunder shall be in writing (including facsimile communication) and shall be duly given if
delivered to any Investment Company at the following address: Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention:
President and if delivered to FSS at Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention: President.
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|
11.
|
This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect
to the subject hereof whether oral or written. If any provision of this Agreement shall be held or made invalid by a court or regulatory
agency decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. Subject to the provisions
of Sections 3 and 4, hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and shall be governed by Pennsylvania law; provided, however, that nothing herein shall be construed in a
manner inconsistent with the Investment Company Act of 1940 or any rule or regulation promulgated by the Securities and Exchange
Commission thereunder.
|
|
12.
|
This Agreement may be executed by different parties on separate counterparts, each of which, when so executed and delivered,
shall be an original, and all such counterparts shall together constitute one and the same instrument.
|
|
13.
|
This Agreement shall not be assigned by any party without the prior written consent of the parties hereto. Nothing in this
Section 13 shall prevent FSS from delegating its responsibilities to another entity to the extent provided herein.
|
IN WITNESS WHEREOF, the parties hereto
have caused this instrument to be executed by their officers designated below as of the day and year first above written.
Investment Companies
(listed on Schedule A)
Attest: /s/ S. Elliott
Cohan By: /s/ John W. McGonigle
Title: Assistant Secretary Title:
Executive Vice President
Federated Shareholder
Services
Attest:/s/ Leslie K. Platt By:
/s/ Byron F. Bowman
Title: Assistant Secretary Title:
Vice President
Federated Securities
Corp.
Attest: /s/ Leslie K.
Platt By: /s/ Byron F. Bowman
Title: Assistant Secretary Title:
Vice President
EXHIBIT 1
TO SHAREHOLDER SERVICES AGREEMENT
FOR CLASS B SHARES OF
THE INVESTMENT COMPANIES
1. The
Shareholder Services Agreement for Shares of the Investment Companies on behalf of the portfolios (individually referred to as
a “Fund” and collectively as “Funds”) and the classes of shares (“Classes”) listed on the attached
Schedule A dated October 24, 1997 among Federated Securities Corp. (“Principal Servicer”), Federated Shareholder Services
(“Class Servicer”) and the Investment Companies is hereby made applicable on the terms set forth herein to the Class
B Shares of the above-referenced Funds. In the event of any inconsistency between the terms of this Exhibit and the Shareholder
Services Agreement, the terms of this Exhibit shall govern.
2. In
connection with the Services to be rendered to holders of Class B Shares of each Fund, the Principal Servicer and Class Servicer
agree that the Principal Servicer shall retain and compensate the Class Servicer for its Services in respect of the Class B Shares
of the Fund on one of the following alternative basis as the Principal Servicer shall elect:
ALTERNATIVE A3:
The Principal Servicer shall pay the Class Servicer a dollar amount as set forth on Schedule A per Class B Commission Share (as
defined in the Principal Shareholder Servicer’s Agreement) of the Fund. Class Servicer agrees that upon receipt of such payment
(which shall be deemed to be full and adequate consideration for an irrevocable service commitment (the “Irrevocable Service
Commitment”) of Class Servicer hereunder), Class Servicer shall be unconditionally bound and obligated to either: (1) provide
the Services in respect of such Commission Share and all other Shares derived therefrom via reinvestment of dividends, free exchanges
or otherwise for so long as the same is outstanding or (2) in the event the Class Servicer for the Class B Shares is terminated
by the Investment Company, to arrange for a replacement Class Servicer satisfactory to the Investment Company to perform such services,
at no additional cost to the Fund.
ALTERNATIVE B4:
If Alternative A is not elected, the Principal Servicer shall pay the Class Servicer twenty five basis points (0.25%) per annum
on the average daily net asset value of each Class B Share of the Fund monthly in arrears. The Class Servicer agrees that such
payment is full and adequate consideration for the Services to be rendered by it to the holder of such Class B Share.
3. In
the event pursuant to paragraph 2 above, Alternative A has been elected and the Class Servicer is terminated as Class Servicer
for the Class B Shares of the Fund, the Class Servicer agrees to pay to any successor Class Servicer for the Class B Shares of
the Fund any portion of the excess, if any, of (A) the Servicing Fees received by it hereunder in respect of Class B Shares of
the Fund plus interest thereon at the percent as set forth on Schedule A per annum minus (B) the costs it incurred hereunder in
respect of the Class B Shares of the Fund prior to such termination.
IN WITNESS WHEREOF, the parties hereto have
caused this instrument to be executed by their officers designated below as of the day and year first above written.
Attest: FEDERATED SECURITIES
CORP.
By: /s/ Leslie K. Platt By:
/s/ Byron F. Bowman
Title: Assistant Secretary Title:
Vice President
Attest: FEDERATED SHAREHOLDER
SERVICES
By:/s/ Leslie K. Platt By:
/s/ Byron F. Bowman
Title: Assistant Secretary Title:
Vice President
Attest: INVESTMENT COMPANIES
(listed on Schedule A)
By: /s/ S. Elliott Cohan By:
/s/ John W. McGonigle
Title: Assistant Secretary Title:
Executive Vice President
Schedule A
SHAREHOLDER SERVICES
AGREEMENT
Effective Date: Class B Shares of: Revised
6/29/20
|
FEDERATED HERMES ADVISER SERIES
|
8/31/17
|
Federated Hermes MDT Large Cap Value Fund
|
|
|
|
FEDERATED HERMES EQUITY FUNDS
|
12/1/00
|
Federated Hermes Kaufmann Fund
|
12/1/02
|
Federated Hermes Kaufmann Small Cap Fund
|
10/24/97
|
Federated Hermes MDT Mid-Cap Growth Fund
|
|
|
10/24/97
|
FEDERATED HERMES EQUITY INCOME FUND, INC.
|
|
|
|
FEDERATED HERMES FIXED INCOME SECURITIES, INC.
|
10/24/97
|
Federated Hermes Strategic Income Fund
|
|
|
6/1/08
|
FEDERATED HERMES GLOBAL ALLOCATION FUND
|
|
|
10/24/97
|
FEDERATED HERMES GOVERNMENT INCOME SECURITIES, INC.
|
|
|
10/24/97
|
FEDERATED HERMES HIGH INCOME BOND FUND, INC.
|
|
|
9/1/02
|
FEDERATED HERMES INCOME SECURITIES TRUST
|
12/1/02
|
Federated Hermes Capital Income Fund
|
9/1/02
|
Federated Hermes Fund for U.S. Government Securities
|
9/1/03
|
Federated Hermes Muni and Stock Advantage Fund
|
|
|
|
FEDERATED HERMES INTERNATIONAL SERIES, INC.
|
10/24/97
|
Federated Hermes Global Total Return Bond Fund
|
|
|
|
FEDERATED HERMES INVESTMENT SERIES FUNDS, INC.
|
10/24/97
|
Federated Hermes Corporate Bond Fund
|
|
|
|
FEDERATED HERMES MDT SERIES
|
3/1/07
|
Federated Hermes MDT Large Cap Growth Fund
|
12/1/07
|
Federated Hermes MDT Small Cap Growth Fund
|
|
|
|
FEDERATED HERMES MUNICIPAL SECURITIES INCOME TRUST
|
6/1/06
|
Federated Hermes Municipal High Yield Advantage Fund
|
6/1/02
|
Federated Hermes New York Municipal Income Fund
|
10/24/97
|
Federated Hermes Pennsylvania Municipal Income Fund
|
|
|
10/24/97
|
FEDERATED HERMES MUNICIPAL BOND FUND, INC.
|
|
|
|
FEDERATED HERMES TOTAL RETURN SERIES, INC.
|
6/1/01
|
Federated Hermes Total Return Bond Fund
|
|
|
|
FEDERATED HERMES WORLD INVESTMENT SERIES, INC.
|
10/24/97
|
Federated Hermes Emerging Market Debt Fund
|
10/24/97
|
Federated Hermes International Small-Mid Company Fund
|
6/1/98
|
Federated Hermes International Leaders Fund
|
|
|
|
FEDERATED HERMES MONEY MARKET OBLIGATIONS TRUST
|
6/1/15
|
Federated Hermes Government Reserves Fund
|
3
[ ]
4
[ ]
Exhibit 28 h (2) under Form N-1A
Exhibit (10) under Item 601/Reg. S-K
Execution Copy
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
EACH OF
THE FEDERATED FUNDS LISTED ON EXHIBIT A HERETO
AND
STATE STREET BANK AND TRUST COMPANY
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 31st day
of January, 2017 (the “Agreement”), by and between each entity that has executed this Agreement, as listed on the signature
pages hereto, each company having its principal place of business at either 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222
or 4000 Ericsson Drive, Warrendale, Pennsylvania 15086-7561 (each a “Fund” and collectively, the “Funds”),
and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at 1 Lincoln
Street, Boston, Massachusetts 02111 (the “Transfer Agent"). This
Agreement shall be considered a separate agreement between the Transfer Agent and each Fund and references to "the Fund"
shall refer to each Fund separately. No Fund shall be liable for the obligations of, nor entitled to the benefits of, any other
Fund under this Agreement.
WHEREAS, certain Funds may be authorized to
issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets;
WHEREAS, such series shall be named
under the respective Fund in the attached Exhibit A, which may be amended by the parties from time to time (each such series and
all classes thereof, together with all other series and all classes thereof subsequently established by the Fund and made subject
to this Agreement in accordance with Section 17, being herein referred to as a "Portfolio", and collectively
as the "Portfolios");
WHEREAS, the Fund, on behalf of the Portfolios,
desires to appoint the Transfer Agent as its transfer agent, dividend disbursing agent and agent in connection with certain other
activities and the Transfer Agent desires to accept such appointment; and
WHEREAS, for the avoidance of doubt,
in addition to the Funds that are investment companies, Federated Investors Trust Company, a Pennsylvania trust company, is custodian
for the collective/common investment funds listed on Exhibit A and identified as such (each a “Collective Trust” or
collectively “Collective Trusts”, in addition to being Funds for purposes of this Agreement), and such Collective Trusts
are a part of this Agreement.
NOW, THEREFORE, in consideration of the mutual
covenants herein contained, the parties hereto agree as follows:
1. Definitions
“1933
Act” is defined in Section 5.6 hereof.
“1934
Act” is defined in Section 4.5 hereof.
“1940
Act” is defined in Section 5.4 hereof.
“Adverse
Consequences” is defined in Section 7.1 hereof.
"Affiliate"
has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended.
"Agreement" has the meaning
ascribed thereto in the preamble to this Agreement.
"AML" has the meaning ascribed
thereto in Section 2.1(F)(8) hereof.
“AML Delegation” is defined
in Section 2.1(F)(8) hereof.
“AML Procedures” is defined
in Section 2.1(F)(8) hereof.
"AML Program" has the meaning
ascribed thereto in Schedule 2.1(F)(8) hereof.
"Annual Report" has the meaning
ascribed thereto in Section 2.2 hereof.
“Applicable AML Law” is
defined in Section 2.1(F)(8) hereof.
"Applicable Law" has the meaning
ascribed thereto in Section 2.1 hereof.
"Board" has the meaning ascribed
thereto in Section 2.1 hereof.
“BSA” is defined in Schedule
2.1(F)(8) hereof.
"Chief Compliance Officer"
has the meaning ascribed thereto in Section 2.2 hereof.
“Collective Trusts” is defined
in the recitals to this Agreement.
“Confidential Information”
is defined in Section 9.1 hereof.
“Core Escheatment Services”
has the meaning ascribed thereto in Section 2.1(F)(5) hereof.
“CPI-W” is defined as the
Consumer Price Index for Urban Wage Earners and Clerical Workers (Area: Boston-Brockton-Nashua, MA-NH-ME-CT; Base Period: 1982-1984+100)
as published by the United States Department of Labor, Bureau of Labor Statistics.
"Custodian" has the meaning
ascribed thereto in Section 2.1(A)(1) hereof.
“Customer Information” is
defined in Section 9.2 hereof.
"Data Access Services" has
the meaning ascribed thereto in Section 6.1 hereof.
"Deconversion" has the meaning
ascribed thereto in Section 12.2 hereof.
“Disclosing Party” is defined
in Section 9.1 hereof.
“Disclosure Documents” is
defined in Section 2.1(E)(3).
"Distribution Payment Date"
has the meaning ascribed thereto in Section 2.1(C)(1) hereof.
"Fee Schedule" has the meaning
ascribed thereto in Section 3.1 hereof.
“FinCEN” is defined in Schedule
2.1(F)(8) hereof.
"Functional Matrix" has the meaning ascribed
thereto in Section 2.1(F)(1) hereof.
"Fund"
and "Funds" has the meanings ascribed thereto in the preamble to this Agreement.
“Fund Computers” is defined
in Section 6.1(a) hereof.
"Fund Confidential Information"
means Confidential Information for which the Fund is the Disclosing Party.
“Fund Customers” is defined
in Section 9.2 hereof.
“Fund Indemnitees” is defined
in Section 7.2 hereof.
"Fund/SERV" has the meaning
ascribed thereto in Section 2.1(F)(6) hereof.
“GLB Act” is defined in
Section 9.2 hereof.
“Good Order Review” means
a review to determine if Shareholder documentation satisfies criteria established in Processing Guidelines.
"Good Purchase Orders" has
the meaning ascribed thereto in Section 2.1(A)(1) hereof.
"Good Redemption Orders" has
the meaning ascribed thereto in Section 2.1(B)(1) hereof.
"Good
Transfer/Exchange Orders" has the meaning ascribed thereto in Section
2.1(B)(3) hereof.
“Information Security Schedule”
has the meaning ascribed thereto in Section 10.2 hereof.
"Initial Term" is defined
in Section 12.1 hereof.
“Internal Revenue Code” means
the Internal Revenue Code of 1986, as amended.
"IRAs" has the meaning ascribed
thereto in Section 2.1(F)(7) hereof.
“Mass Privacy Act” is defined
in Section 9.2 hereof.
"NAV" means the net asset
value per share of a Fund.
"Networking" has the meaning ascribed thereto
in Section 2.1(F)(6) hereof.
"Next Calculated NAV" means
the NAV next calculated by each Fund's fund accountant after receipt by Transfer Agent (or any agent of the Transfer Agent or Fund
identified in the registration statement of such Fund or in Proper Instructions (each, a "22c-1 Agent")) of a
(i) Good Purchase Order or (ii) Good Redemption Order, as applicable.
"NSCC" has the meaning ascribed
thereto in Section 2.1(F)(6) hereof.
"OFAC" has the meaning ascribed
thereto in Schedule 2.1(F)(8) hereto.
"Oral Instruction" has the
meaning ascribed thereto in Section 2.1 hereof.
“Outreach Services” has
the meaning ascribed thereto in Section 2.1(F)(5) hereof and Exhibit B hereto.
“Outreach Subcontractor”
has the meaning ascribed thereto in Exhibit B hereto.
“PEP” is defined in Schedule
2.1(F)(8) hereof.
"Policies" have meaning ascribed
thereto in Section 2.2 hereof.
"Portfolio" has the meaning
ascribed thereto in the preamble to this Agreement.
“Prime Rate” is defined
as the base rate on corporate loans posted by large domestic banks as published by the Wall Street Journal.
"Processing Guidelines" has
the meaning ascribed thereto in Section 2.1(A) hereof
"Proper Instructions" has
the meaning ascribed thereto in Section 2.1 hereof.
"Prospectus" has the meaning
ascribed thereto in Section 2.1 hereof.
“Receiving
Party” is defined in Section 9.1 hereof.
"Recordkeeping
Agreement" has the meaning ascribed thereto in Section 2.1(F)(4) hereof.
"Renewal Term" has the meaning
ascribed thereto in Section 12.1.
"Retirement Accounts" has
the meaning ascribed thereto in Section 2.1(F)(7) hereof.
“Routine Records Requests”
shall mean (i) any subpoena, court order or request for information from a governmental authority (a) with respect to a shareholder
in a Fund, (b) that would be required to be maintained (or is maintained) by the Transfer Agent of the Fund, (c) that can be obtained
without resorting to information outside of the Transfer Agent’s records, and (d) with respect to a matter not involving
a claim directly against the Fund or its service providers and (ii) any request to take action against the assets in a shareholder
account, such as seizure, levy, or hold, pursuant to a court order or governmental subpoena.
“RPO accounts” has the meaning
ascribed thereto in Section 2.1(F)(5) hereof.
"SAR" has the meaning ascribed
thereto in Schedule 2.1(F)(8) hereto.
“Security Breach” is defined
in Section 11.5 hereof.
"Service Level Standards"
has the meaning ascribed thereto in Section 2.1 hereof.
"Shares" has the meaning ascribed
thereto in Section 2.1 hereof.
"Shareholders" has the meaning
ascribed thereto in Section 2.1 hereof.
"Super Sheet" has the meaning
ascribed thereto in Section 2.1(E)(1)(a) hereof.
"TA
2000 System" has the meaning ascribed thereto in Section 2.1(F)(6) hereof.
"Term" has the meaning ascribed
thereto in Section 12.1 hereof.
"Transfer Agent" has the meaning
ascribed thereto in the preamble to this Agreement.
“Transfer Agent Indemnitees”
is defined in Section 7.1 hereof.
"Transfer Agent Proprietary Information"
has the meaning ascribed thereto in Section 6.1 hereof.
“UPA” has the meaning ascribed
thereto in Section 2.1(F)(5) hereof.
"USA PATRIOT Act" has the
meaning ascribed thereto in Schedule 2.1(F)(8) hereto.
2. Terms of Appointment and Duties
|
2.1
|
Transfer Agency Services. Subject to the terms and conditions set forth in this Agreement,
each Fund, on behalf of itself and where applicable, its Portfolios, hereby employs
and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, its transfer agent for the Fund's authorized
and issued shares ("the "Shares") and dividend disbursing agent and
agent in connection with any accumulation, open-account or similar plan provided
to the shareholders of each of the respective Portfolios of the Fund ("Shareholders") and set out in the currently
effective prospectus and statement of additional information (or similar offering document) of the Fund on behalf of the Portfolio,
as the same may be modified or amended from time to time and provided by the Fund to the Transfer Agent ("Prospectus"),
including without limitation any periodic investment plan or periodic withdrawal program and in connection therewith, to perform
the following services in accordance with (i) Proper Instructions, (ii) any federal and state laws, rules and regulations applicable
to the performance of the services under this Agreement (together with any incorporated Schedules and/or Exhibits) and/or to which
Transfer Agent is subject ("Applicable Law"), (iii) the terms of the Prospectus of each Fund or Portfolio, as
applicable, and (iv) the service level standards set forth in Schedule 2.1 (the "Service Level Standards").
When used in this Agreement, the term "Proper Instructions" shall mean a writing signed or initialed by one or
more persons as shall have been authorized from time to time by the board of directors/trustees of each Fund (the "Board")
and with respect to which a written confirmation of such authorization shall have been filed with the Transfer Agent by the Fund.
Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions ("Oral Instructions")
will be deemed to be Proper Instructions if (a) they otherwise comply with the definition thereof and (b) the Transfer Agent reasonably
believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The
Fund shall promptly confirm all Oral Instructions or cause such Oral Instructions given by a third party who is authorized to give
such Oral Instructions, to be promptly confirmed in writing. Proper Instructions may include communications effected through electro-mechanical
or electronic devices. Proper Instructions, oral or written, may only be amended or changed in writing, including without limitation
through electro-mechanical or electronic device.
|
A. Purchases
(1)
The Transfer Agent shall receive orders and payment for the purchase of Shares and, establish
accounts in the Fund for the purchasers of the Fund’s Shares (i.e., Shareholders) on the Transfer Agent’s recordkeeping
system and record the initial purchase by such Shareholders in the Fund, which are received in good order ("Good Purchase
Orders") according to the then current processing guidelines of the Transfer Agent, as the
same may be changed from time to time upon provision of a revised version thereof to the administrator of the Fund (the
"Processing Guidelines"), and promptly deliver the payments received therefor to the custodian of the relevant
Fund (the "Custodian"), for credit to the account of such Fund. The Transfer Agent shall notify each Custodian,
on a daily basis, of the total amount of Good Purchase Orders received. Orders which are not Good Purchase Orders will be promptly
rejected by the Transfer Agent, absent Proper Instructions to the contrary, and the Shareholder or would-be Shareholder, as applicable,
will be promptly notified of such action.
(2)
The Transfer Agent shall accept and process Good Purchase Orders of additional Shares into
existing accounts and promptly deliver payment and appropriate documentation thereof to the Custodian.
(3)
Subject to the deduction of any front-end sales charge, where applicable, as the Transfer
Agent is instructed in accordance with the provisions of Subsection 2.1(A)(3) hereof, but based upon the Next Calculated NAV,
the Transfer Agent shall compute and issue the appropriate number of Shares of each Fund and/or Class and credit such Shares to
the appropriate Shareholder accounts.
(4)
The Transfer Agent shall deduct, and remit to the appropriate party according to Proper Instructions,
all applicable sales charges according to (i) the Prospectus of the Fund, (ii) the relevant information contained in any Good Purchase
Orders, and (iii) Proper Instructions, as applicable.
B. Redemptions, Transfers and Exchanges
(1)
The Transfer Agent shall accept and process redemption requests and, with respect to requests
which are in good order according to the Processing Guidelines ("Good Redemption Orders"), promptly deliver
the appropriate instructions therefor to the Custodian. The Transfer Agent shall notify each Custodian, on a daily basis, of the
total amount of Good Redemption Orders received and/or estimated, as the case may be. Redemption orders which are not in good order
will be promptly rejected by the Transfer Agent, absent Proper Instructions to the contrary, and the Shareholder will be promptly
notified of such action.
(2)
Upon receipt of redemption proceeds from the Custodian with respect to any Good Redemption
Order, in an amount equal to the product of the number of Shares to be redeemed times the Next Calculated NAV, the Transfer Agent
shall pay or cause to be paid such redemption proceeds in the manner instructed by the redeeming Shareholders.
(3)
The Transfer Agent shall affect transfers and/or exchanges of Shares from time to time as
instructed by the registered owners thereof, to the extent that such transfer and/or exchange instructions are in good order according
to the Processing Guidelines ("Good Transfer/Exchange Orders"). All exchanges
shall be processed as a redemption from the Fund in which the Shareholder is currently invested and a purchase of Shares
in the Fund into which the Shareholder wishes to exchange. All instructions for transfer and/or
exchange of Shares which are not Good Transfer/Exchange Orders shall be promptly rejected by the Transfer Agent, absent
Proper Instructions to the contrary, and the Shareholder will be promptly notified of such action.
(4)
The Transfer Agent shall deduct from all redemption proceeds, and remit to the appropriate
party according to Proper Instructions, any applicable redemption fees, contingent deferred sales charges, and other appropriate
fees according to (i) the Prospectus of the Fund, (ii) the relevant information contained in any Good Redemption Orders, and (iii)
Proper Instructions, as applicable.
C. Distributions
(1)
Upon receipt by the Transfer Agent of Proper Instructions as to any dividends or distributions
declared in respect of Shares, the Transfer Agent shall act as Dividend Disbursing Agent for the Fund and shall either credit the
amount of any such distribution to Shareholders of record on the payable date for such distribution, or pay such distribution in
cash to such Shareholders on the payable date, pursuant to instructions from such Shareholders and in accordance with the provisions
of the Fund's governing document and its Prospectus. Such credits or payments, as the case may be, shall be made by the Transfer
Agent on the date established for same in the Proper Instructions (the "Distribution Payment Date"). As the Dividend
Disbursing Agent, the Transfer Agent shall, on or before the Distribution Payment Date, notify the Custodian of the estimated amount
required to pay any portion of said distribution that is payable in cash and instruct the Custodian to make sufficient funds available
to pay such amounts. The Transfer Agent shall reconcile instructions given to the Custodian against amounts received from the Custodian,
on a daily basis. If a Shareholder has not elected to receive any such distribution in cash, the Transfer Agent shall credit the
Shareholder's account with a number of Shares equal to the product of the aggregate dollar amount of such distribution divided
by the Next Calculated NAV for Shares, determined as of the date set forth in the Proper Instructions; and
D. Recordkeeping
(1)
The Transfer Agent shall record the issuance of Shares of the Fund, and maintain a record
of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding.
The Transfer Agent shall also provide the Fund on a regular basis or upon reasonable request with the total number of Shares which
are authorized and issued and outstanding, but shall have no obligation when recording the issuance of Shares, except as otherwise
set forth herein, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such
Shares, which functions shall be the sole responsibility of the Fund.
(2)
The Transfer Agent shall establish and maintain records relating to the services to be performed
hereunder in the form and manner as agreed to by the Fund including but not limited to, for each Shareholder's account, the following:
|
(a)
|
Relevant, required account ownership, including name, address, date
of birth and social security/tax identification number (and whether such number has been certified);
|
|
(b)
|
Number of Shares owned of record;
|
|
(c)
|
Historical information regarding the account, including dividends
paid and time, date and price for all transactions;
|
|
(d)
|
Any stop or restraining order placed against the account;
|
|
(e)
|
Information with respect to withholding in the case of a foreign
account or an account for which backup or other withholding is required by the Internal Revenue Code;
|
|
(f)
|
Any distribution or dividend reinvestment instructions, systematic
investment or withdrawal plan applications and instructions, cash distribution or dividend payment address and any and all correspondence
relating to the current registration or other effective instructions with respect to such account;
|
|
(g)
|
Any information required in order for the Transfer Agent to perform
the calculations contemplated or required by this Agreement; and
|
|
(h)
|
Any such other records as are required to be maintained under Applicable
Law with respect to the services to be provided by the Transfer Agent hereunder.
|
(3)
The Transfer Agent shall preserve any such records that are required to be maintained for
the periods for which they are required by Applicable Law to be maintained. The Transfer Agent acknowledges that any and all such
records are the property of the Fund, and the Transfer Agent shall forthwith upon Proper Instructions, turn over to the Fund or
to the person designated in the Proper Instructions, records and documents created and maintained by the Transfer Agent pursuant
to this Agreement, which are no longer needed by the Transfer Agent in performance of its services. Such records and documents
will be retained by the Transfer Agent for seven (7) years from the year of creation (or such longer period required by Applicable
Law) or such earlier date if returned to the Fund. During the first two years of the applicable retention period such records and
documents will be produced promptly, within reason, by the Transfer Agent upon request, or in connection with Section 2.3 below.
At the end of the seven-year period, such records and documents will either be turned over to the Fund or upon receipt of Proper
Instructions, destroyed in accordance with the then current record-retention policy of the Transfer Agent.
E. Confirmations and Reports
(1)
The Transfer Agent shall furnish the following information to the Fund, or other party at
the direction of the Fund pursuant to Proper Instructions, upon request:
(a) Control
Book (also known as "Super Sheet”). Maintain a daily record and produce a daily report for the Fund of all
transactions and receipts and disbursements of money and securities and deliver a copy of such report for the Fund for each business
day to the Fund, on the next business day at a mutually agreed upon time.
(b) Shareholder lists and statistical
information;
(c) The
total number of Shares issued and outstanding in each state for "blue sky" purposes as determined according to Proper
Instructions delivered from time to time by the Fund to the Transfer Agent;
(d) Information
as to payments made pursuant to Proper Instructions by the Fund to third parties relating to distribution agreements, allocations
of sales loads, redemption fees, or other transaction or sales-related payments;
(e) Make
available same-day cash facility for intraday cash flow reporting; and
(f) Such other information as
may be agreed upon from time to time.
(2)
The Transfer Agent shall prepare and timely file with the United States Internal Revenue Service,
and appropriate state agencies, all required information reports as to dividends and distributions paid to Shareholders. The Transfer
Agent shall prepare and timely mail to Shareholders, to the extent required, all information and/or notices with respect to dividends
and distributions paid to such Shareholder, the sale price of any Shares sold and such other information as shall be necessary
for the Shareholders to determine the amount of any taxable gain or loss in respect of the sale of Shares.
(3)
The Transfer Agent shall provide a file to the Fund’s print/mail vendor in order that
the vendor may prepare and send: (i) confirmation statements and statements of account to
Shareholders for all purchases and redemptions of Shares; (ii) other confirmable transactions in Shareholder accounts; and
(iii) prospectuses, semi-annual reports, annual reports, proxy statements and, only as requested, statements of additional information
("Disclosure Documents") from the Funds.
F. Other Rights and Duties
(1)
The Transfer Agent and the Fund have agreed upon the allocation of certain functions between
the parties and have reflected on Schedule 2.1(F)(1) (as amended from time to time, the "Functional Matrix") certain
obligations to be performed by the Transfer Agent hereunder. To the extent required under the Functional Matrix, the Transfer Agent
shall answer correspondence from Shareholders relating to their Share accounts and such other correspondence as may from time to
time be addressed to the Transfer Agent or forwarded to the Transfer Agent for response by the Fund.
(2)
The Transfer Agent shall provide a file to the Fund’s print/mail vendor in order that
the vendor may prepare and send materials from the Fund to Shareholders in connection with shareholder meetings of each Fund.
(3)
The Transfer Agent shall establish and maintain facilities and procedures for (a) the safekeeping
of check forms and facsimile signature imprinting devices, if any; and (b) the preparation or use, and for keeping account of,
such certificates, forms and devices.
(4)
The Transfer Agent shall: (a) operationally support transactions with the registered
owners of omnibus accounts with whom the Funds have an agreement for the provision of services necessary for the recordkeeping
or sub-accounting of share positions held in underlying sub-accounts (each, a "Recordkeeping Agreement"), by agreeing
to perform, pursuant to Proper Instructions, those obligations of the Funds under such Recordkeeping Agreements as are set forth
in the written agreement between the Fund and the Recordkeeping Agent and (b) enter into account Control Agreements, for, on behalf
of, and in the name of, the Funds for the purpose of perfecting the security interest of a lender in Shares pledged as collateral
by a Shareholder under and pursuant to an Uncertificated Securities Account Control Agreement(each a “Control Agreement”),
and to perform the obligations of the Issuer (as defined therein) thereunder in accordance with the terms thereof. It is expressly
acknowledged and agreed, however, that to the extent that any Recordkeeping Agreement or Control Agreement contains terms
or conditions that are not contained in, or are materially different from, the terms and conditions set forth in the then-current
forms of Recordkeeping Agreement and Control Agreement that have been reviewed by the Transfer Agent, the Funds shall afford Transfer
Agent a reasonable opportunity within which to review such modified Recordkeeping Agreement or Control Agreement and indicate any
required changes.
(5)
Abandoned Accounts. The Transfer Agent shall perform the following services (the “Core
Escheatment Services”) for, and to assist, the Fund in complying with state escheatment requirements: (i) identify and process
the Fund’s accounts that have returned post office mail (“RPO accounts”), inactive accounts and uncashed checks;
(ii) perform all required lost shareholder searches in compliance with Rule 17Ad-17; (iii) perform all required state unclaimed
property due diligence mailings based on state mailing schedules; (iv) provide pre-escheatment reports during January/February
for the Fall cycle and November/December for the Spring/Summer cycles; (v) capture and maintain customer “date of last contact”
and type of contact; and (vi) escheat abandoned and unclaimed assets based on applicable state dormancy periods and remittance
schedules. In consideration of the performance of the Core Escheatment Services by the Transfer Agent, the Funds shall pay the
Transfer Agent the Core Escheatment Service fees set forth on Schedule 3.1 to the Agreement. In addition to the Core Escheatment
Services, the Transfer Agent has enhanced its unclaimed property administration (“UPA”) services to include certain
additional optional outreach capabilities as described in Exhibit B to this Agreement (the “Outreach Services”). The
Transfer Agent shall provide the Outreach Services to the Fund in accordance with the terms set forth in Exhibit B and this Agreement.
For the avoidance of doubt, the Transfer Agent shall be responsible to the Funds for the acts or omissions of any Outreach Subcontractor
to the same extent that the Transfer Agent would be liable for such acts or omissions under the terms of Exhibit B had the Transfer
Agent not sub-contracted such services to an Outreach Subcontractor.
(6)
National Securities Clearing Corporation (the “NSCC”).
In accordance with the rules and procedures of the NSCC in effect from time to time during
the Term, (i) accept and effectuate (A) the registration and maintenance of accounts through the NSCC’s services known as
networking (“Networking”) and (B) the purchase, redemption, transfer and exchange of shares in such accounts
through the NSCC’s services known as Fund/SERV (“Fund/SERV”), (ii) accept and process instructions transmitted
to, and received by, the Transfer Agent by transmission from the NSCC on behalf of broker dealers and banks which have been established
by, or in accordance with Proper Instructions, and instructions of persons designated on the appropriate dealer file maintained
by the Transfer Agent as authorized by the Fund to give such instructions, (iii) issue instructions to Fund’s banks for the
settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants); (iv) provide
account and transaction information from the affected Fund’s records on DST Systems, Inc. computer system TA2000 (“TA2000
System”) in accordance with NSCC’s Networking and Fund/SERV rules for those broker-dealers; and (v) maintain Shareholder
accounts on TA2000 System through Networking;
(7)
Retirement Accounts. With respect to certain retirement plans or accounts (such as
individual retirement accounts (“IRAs”), SIMPLE IRAs, SEP IRAs, Roth IRAs,
Education IRAs, and 403(b) Plans (such accounts, “Retirement Accounts”), the Transfer Agent, at the request
and expense of the Fund, provide or arrange for the provision of various services to such plans and/or accounts, which services
may include custodial agent services such as account set-up maintenance, and disbursements as well as such other services as the
parties hereto shall mutually agree upon.
(8)
Call Center Services. Answer telephone inquiries during mutually agreed upon hours
each day on which the Fund is open for trading. In the event that the Fund plans to be open on a business day when the New York
Stock Exchange is to be closed, the Fund shall provide the Transfer Agent with reasonable advance notice and the parties shall
discuss the call center resources available for such day. The Transfer Agent shall answer and respond to inquiries from existing
Shareholders, prospective Shareholders of the Fund and broker-dealers on behalf of such Shareholders in accordance with the instructions
provided by the Fund to the Transfer Agent for purpose of fulfilling its duties under this Agreement, including, accepting transaction
requests on behalf of the Fund.
(9)
Anti-Money Laundering (“AML”) Services. In order to assist
the Fund with the Fund’s AML responsibilities under the BSA, US PATRIOT ACT, and other applicable AML laws (together, “Applicable
AML Law”), the Transfer Agent shall provide certain risk-based Shareholder activity monitoring tools and procedures that
are reasonably designed to: (i) promote the detection and reporting of potential money laundering activities; and (ii) assist in
the verification of persons opening accounts with the Fund (the “AML Procedures”). The AML Procedures and related
terms are set forth in the attached Schedule 2.1(F)(8) (entitled “AML Delegation”) which may be changed from
time to time subject to mutual written agreement between the parties.
(10)
New Procedures. New procedures as to who shall provide certain of these services in
Section 2 may be establishes through an amendment to this Agreement from time to time, such that the Transfer Agent may at times
perform some of these services and the Fund or its agent may perform other of these services.
(11)
Checkwriting Services Support. Perform the services set forth on Schedule 2.2(11) hereto,
as the same may be amended by mutual agreement of the parties hereto from time to time, in connection with the checkwriting privileges,
if any, extended by the Fund.
(12)
Debit Card Services Support. Perform the services set forth on Schedule 2.2(12) hereto,
as the same may be amended by mutual agreement of the parties hereto from time to time, in connection with the debit card privileges,
if any, extended by the Fund.
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2.2
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Periodic Review of Compliance Policies and Procedures. During the Term, Transfer Agent shall
periodically assess its compliance policies and procedures (the “Policies”). Transfer Agent shall provide, (i)
no less frequently than annually, electronic access to its Policies to the chief compliance officer of the Fund (the “Chief
Compliance Officer”), and/or any individual designated by the Fund or such Chief Compliance Officer, including but not
limited to members of the internal compliance and audit departments of Federated Investors, Inc., and any advisory board constituted
by the Fund provided that the Transfer Agent may reasonably require any members of such advisory board that are not employees of
the Fund or its Affiliates to execute a confidentiality agreement with respect to such information; (ii) at such reasonable times
as he or she shall request, access by such Chief Compliance Officer to such individuals as may be necessary for the Chief Compliance
Officer to conduct an annual review of the operation of such Policies for purposes of making his or her annual report to the Board
of the Fund (the “Annual Report”), (iii) promptly upon enactment, notification of, and a copy of, any material
change in such Policies, and (iv) promptly upon request, such other information as may be reasonably requested by such Chief Compliance
Officer for purposes of making such Annual Report.
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2.3
|
Cooperation with Respect to Examinations and Audits. Transfer Agent shall provide assistance
to and cooperate with the Fund with respect to any federal or state government-directed examinations and with the Fund’s
internal or external auditors in connection with any Fund-directed audits. For purposes of such examinations and audits, at the
request of the Fund, the Transfer Agent will use all reasonable efforts to make available, during normal business hours of the
Transfer Agent’s facilities, all records and Policies solely as they directly pertain to the Transfer Agent’s activities
under or pursuant to this Agreement. Such audits and examinations shall be conducted at the Fund’s expense and in a manner
that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities. To the extent
practicable, the Fund shall make every effort to coordinate Fund-directed audits so as to minimize the inconvenience to the Transfer
Agent and, except as otherwise agreed by the parties, no more frequently than once a year. In connection with any Fund-directed
audit, the Fund shall not physically access the Transfer Agent’s systems and shall not conduct any testing on such systems.
With respect to Fund-directed audits, the Transfer Agent shall provide such assistance in accordance with reasonable procedures
and at reasonable frequencies, and the Fund shall provide reasonable advance notice of not less than three (3) business days to
the Transfer Agent of such audits, and to the extent possible, of such examinations. The Transfer Agent may require any persons
seeking access to its facilities to provide reasonable evidence of their authority. With respect to Fund-directed audits, the Transfer
Agent may require such persons to execute a confidentiality agreement before granting access. On an annual basis, the Transfer
Agent will provide the Fund with copies of its SOC 1 report.
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2.4 Oversight
of Print/Mail Vendor. The Fund maintains a direct contract for print/mail services with a third party vendor. The Transfer
Agent currently provides certain assistance to the Fund in connection with managing the print/mail vendor’s production of
the Fund’s statements, confirms, checks and other miscellaneous mailings. To the extent allowed by the print/mail vendor,
the Transfer Agent shall use all commercially reasonable efforts to continue to provide the same type of assistance to the Fund
in connection with managing the print/mail vendor’s production of the Fund’s statements, confirms, checks and other
miscellaneous mailings for the period ending December 31, 2017. The Fund shall retain its responsibility for its contractual relationship
with its print/mail vendor. The Fund and the Transfer Agent shall work together in good faith to (i) determine, prior to September
30, 2017, the level of support services to be provided by the Transfer Agent to the Fund in connection with the foregoing print/mail
services of the Fund’s vendor for periods subsequent to December 31, 2017, or (ii) transition all or a portion of such support
services from the Transfer Agent to the Fund or the Fund’s print/mail vendor prior to January 1, 2018.
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2.5
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Processing of non-routine and Routine Records Requests. Transfer Agent shall, in a timely
manner and pursuant to procedures reviewed and agreed to by the Funds and/or the administrator of the Funds from time to time,
(a) process all Routine Records Requests and (b) direct all subpoenas, court orders and/or other requests for information that
do not constitute Routine Record Requests to the Funds and the administrator of the Funds for disposition.
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3. Fees and Expenses
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3.1
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Fee Schedule. For the performance by the Transfer Agent of its obligations pursuant to this
Agreement, the Fund agrees to pay the Transfer Agent the fees set forth in the attached Schedule 3.1 (the “Fee
Schedule”) within thirty (30) calendar days after receipt of such invoice. Such fees and the other fees, charges and
expenses identified under Section 3.2 below may be changed from time to time subject to mutual written agreement between the Fund
and the Transfer Agent.
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3.2
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Other Fees, Charges and Expenses. In addition to the fee paid under Section 3.1 above, the
Fund agrees to pay the Transfer Agent for the other fees, charges and/or expenses listed on Schedule 3.2 hereof within thirty (30)
calendar days after receipt of the applicable invoice. Such fees, charges and expenses, and the accrual, calculation and conformity
of same to Schedule 3.2 shall be subject to audit from time to time by the treasurer of the Fund. In addition, any other expenses
incurred by the Transfer Agent at the request or with the prior consent of the Fund will be reimbursed by the Fund.
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3.3
|
Invoices. The Fund agrees to pay all fees and reimbursable expenses within thirty (30) calendar
days following the receipt of the respective invoice, except for that portion of any fees or expenses that are subject to good
faith dispute. In the event of such a dispute, the Fund may only withhold that portion of the fee, charge or expense subject to
the good faith dispute. The Fund shall notify the Transfer Agent in writing within twenty-one (21) calendar days following the
receipt of each invoice if the Fund is disputing any amounts in good faith. The Fund shall pay such disputed amounts within fifteen
(15) days of the day on which the parties agree on the amount to be paid. If no agreement is reached, then such disputed amounts
shall be settled as may be required by law or legal process.
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3.4
|
Cost of Living Adjustment. Following the first year of the Initial Term, unless the parties
shall otherwise agree pursuant to Section 12.1 hereof, the Complex Base Fee for the services shall be increased annually by the
percentage increase for the twelve-month period of such previous calendar year of the CPI-W or, in the event that publication of
such index is terminated, any successor or substitute index.
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3.5
|
Late Payments. If any undisputed amount in an invoice of the Transfer Agent (for fees or
reimbursable expenses) is not paid when due, the Fund shall pay the Transfer Agent interest thereon (from the due date to the date
of payment) at a per annum rate equal to one percent (1.0%) plus the Prime Rate or, in the event such rate is not published in
the Wall Street Journal, a reasonably equivalent published rate selected by the Transfer Agent on the first day of publication
during the month when such amount was due. Notwithstanding any other provision hereof, such interest rate shall be no greater than
permitted under applicable provisions of Massachusetts law.
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4. Representations and Warranties of the
Transfer Agent
The Transfer Agent represents and warrants
to the Fund that:
4.1
It is a trust company duly organized and existing and in good standing under the laws of The
Commonwealth of Massachusetts.
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4.2
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It is duly qualified to carry on its business in The Commonwealth
of Massachusetts.
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4.3
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It is empowered under Applicable Law and by its charter and by-laws
to enter into and perform this Agreement.
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4.4
|
All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
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4.5
|
It is in compliance with federal securities law requirements in all material
respects with respect to its business, including but not limited to Applicable Law, and is in good standing as a registered transfer
agent under Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”).
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4.6
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It has and will continue to have access to the necessary facilities, equipment
and personnel to perform its duties and obligations under this Agreement.
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5. Representations and Warranties of the
Fund
Each
Fund represents and warrants to the Transfer Agent that:
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5.1
|
It is an entity duly organized and existing and in good standing under the laws of the applicable state in which it was organized.
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5.2
|
It is empowered under Applicable Law and by its organizational documents to enter into and perform
this Agreement.
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5.3
|
All corporate proceedings required by its organizational documents have been taken to authorize
it to enter into and perform this Agreement.
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5.4
|
It is an open-end management investment company registered under the Investment Company Act of
1940, as amended (the “1940 Act”) or, with respect to Funds that are Collective Trusts, a collective investment
fund exempt from registration under the 1940 Act.
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5.5
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It is in compliance with federal securities law requirements in all material
respects with respect to its business.
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5.6
|
With respect to Funds other than the Collective Trusts, a registration statement
under the Securities Act of 1933, as amended (the “1933 Act”) is currently effective and will
remain effective, and appropriate state securities law filings have been made and will
continue to be made, with respect to all Shares of the Fund being offered for sale.
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5.7
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With respect to Funds that are Collective Trusts, these Funds were each
formed by declaration of trust filed with the Pennsylvania Department of Banking.
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6. Data Access and Proprietary Information
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6.1
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The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive
design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to
access certain Fund Confidential Information maintained by the Transfer Agent on databases under the control and ownership of the
Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other
proprietary information of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent
Proprietary Information”). In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential Information.
The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that
it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder.
Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:
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(a)
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Use such programs and databases (i) solely on the Fund’s computers
or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) solely
from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer
Agent’s applicable user documentation;
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(b)
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Refrain from copying or duplicating in any way (other than in the
normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;
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(c)
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Refrain from obtaining unauthorized access to any portion of the
Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner
of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
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(d)
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Refrain from causing or allowing information transmitted from the
Transfer Agent’s computer to the Fund’s terminal to be retransmitted to any other computer terminal or other device
except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
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(e)
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Allow the Fund to have access only to those authorized transactions
as agreed to between the Fund and the Transfer Agent; and
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(f)
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Honor all reasonable written requests made by the Transfer Agent
to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information
at common law, under federal copyright law and under other federal or state law.
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6.2
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The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to
this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement.
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6.3
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If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in
material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts
in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the
Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer
Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however,
that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce
any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER
AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON
AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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6.4
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If the transactions available to the Fund include the ability to originate Proper Instructions
through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii)
transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity
and authenticity of such Proper Instructions without undertaking any further inquiry as long as such Proper Instruction is undertaken
in conformity with applicable security procedures.
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7. Indemnification
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7.1
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The Transfer Agent shall not be responsible for, and the Fund shall indemnify, defend and hold
harmless the Transfer Agent, and its directors, officers, employees, agents, subcontractors, Affiliates and subsidiaries (the “Transfer
Agent Indemnitees”), from and against all losses, judgments, damages, claims, liabilities, costs and expenses (including
without limitation, reasonable attorneys’ fees and expenses) (collectively, the “Adverse Consequences”)
that may at any time be asserted against or incurred by any of them in connection with claims by third parties directly arising
out of or in connection with:
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(a)
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All actions of the Transfer Agent or the Transfer Agent Indemnitees
required to be taken pursuant to this Agreement (including the defense of any lawsuit in the Transfer Agent’s name or the
name of a Transfer Agent Indemnitee), provided that such actions were taken in good faith and without negligence or willful misconduct;
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(b)
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The Fund ‘s lack of good faith, negligence or willful misconduct;
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(c)
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The reliance upon, and any subsequent use of or action taken or omitted,
by the Transfer Agent, or the Transfer Agent Indemnitees on: (i) any information, records, documents, data, stock certificates
or services, which are received by the Transfer Agent or the Transfer Agent Indemnitees by hard copy, machine readable input, facsimile,
data entry, email, electronic instructions, or other similar means authorized by the Fund, and which have been prepared, maintained
or performed by the Fund or any other person or firm on behalf of the Fund including but not limited to any broker-dealer, TPA
or previous transfer agent; (ii) any Proper Instructions; (iii) any written instructions or opinions of the Fund’s legal
counsel with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement
that are provided to the Transfer Agent by the Fund after consultation by the Fund with such legal counsel and that expressly allow
the Transfer Agent to rely upon such instructions or opinions; or (iv) any paper or document, reasonably believed to be genuine,
authentic, or signed by the proper person or persons with the authority to provide instructions to the Transfer Agent hereunder;
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(d)
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The offer or sale of Shares in violation of federal or state securities
laws or regulations requiring that such Shares be registered, or in violation of any stop order or other determination or ruling
by any federal or any state agency with respect to the offer or sale of such Shares;
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(e)
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The acceptance of facsimile or email transaction requests on behalf
of individual Shareholders from broker-dealers, TPAs or the Fund, and the reliance by the Transfer Agent or Transfer Agent Indemnitees
on the broker-dealer, TPA or the Fund ensuring that the original source documentation is in good order and properly retained;
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(f)
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The negotiation and processing of any checks, wires and ACH transmissions
including without limitation for deposit into, or credit to, the Fund’s demand deposit accounts maintained by the Transfer
Agent; or
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(g)
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The entering into or the carrying out of any obligations under, any
NSCC agreements required for the transmission of Fund or Shareholder data through the NSCC clearing systems.
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7.2
|
The Transfer Agent shall, subject to the provisions of Section 8 below, indemnify and hold harmless
the Fund and its directors, officers, employee, agents, subcontractors, affiliates and subsidiaries (the “Fund Indemnitees”)
from and against any and all Adverse Consequences that may at any time be asserted against or incurred by any of them in connection
with claims by third parties directly arising out of or in connection with (a) the Transfer Agent’s failure to perform the
Services in accordance with the terms of this Agreement in good faith and without willful misconduct; or (b) a claim that any aspect
of the services or systems provided under, and used within the scope of, this Agreement infringes any U.S. patent, copyright, trade
secret or other intellectual property rights. With respect to any claims under (b) above, the Transfer Agent may, in its sole discretion,
either (i) procure for the Fund a right to continue to use such service or system, (ii) replace or modify the service or system
so as to be non-infringing without materially affecting the functions of the service or system, or (iii) if, in the Transfer Agent’s
reasonable discretion, the actions described in (i) and (ii) are not capable of being accomplished on commercially reasonable terms,
terminate this Agreement with respect to the affected service or system. Notwithstanding the foregoing, the Transfer Agent shall
have no liability or obligation of indemnity for any claim which is based upon a modification of a service or system by anyone
other than the Transfer Agent, use of such service or system other than in accordance with the terms of this Agreement, or use
of such service or system in combination with other software or hardware not provided by the Transfer Agent if infringement could
have been avoided by not using the service or system in combination with such other software or hardware.
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7.3
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In order that the indemnification provisions contained in this Section 7 shall apply, upon the
assertion of a claim for which one party may be required to indemnify the other party, the indemnified party shall promptly notify
the indemnifying party of such assertion, and shall keep the indemnifying party advised with respect to all developments concerning
such claim. The indemnifying party shall have the option to participate with the indemnified party in the defense of such claim
or to defend against said claim in its own name or in the name of the indemnified party. The indemnified party shall in no case
confess any claim or make any compromise in any case in which the indemnifying party may be required to indemnify the indemnified
party except with the indemnifying party’s prior written consent.
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8. Standard of Care
|
8.1
|
The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within
reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall
not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused
by its negligence, bad faith, or willful misconduct or that of its employees or agents. The parties agree that any encoding
or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded
by Section 9 of this Agreement. Notwithstanding the foregoing, the Transfer Agent’s aggregate liability during the
Term of this Agreement with respect to, arising from or arising in connection with all claims under this Agreement arising during
any calendar year for the Services provided by the Transfer Agent under this Agreement for all of the Funds subject to this Agreement,
whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, during any calendar year two times the aggregate
of the amounts actually received hereunder by the Transfer Agent as fees and charges, but not including reimbursable expenses,
for all of the Funds covered by this Agreement during the twelve (12) calendar months immediately preceding the first event for
which recovery from the Transfer Agent is being sought. For the avoidance of doubt, this liability cap shall renew annually.
The foregoing limitation on liability shall not apply to any loss or damage resulting from: (1) any intentional malicious acts
or intentional malicious omissions, fraud, gross negligence, willful misconduct, or bad faith by the Transfer Agent’s or
its employees or agents; or (2) breaches by Transfer Agent, or its employees or agents, of the privacy, confidentiality or information
security provisions of this Agreement or similar/related requirements under Applicable Law; or (3) any regulatory or governmental
investigation, fine or penalty based on any act or omission (or series of acts and omissions) of Transfer Agent, or its employees
or agents, that constitute a breach of this Agreement or a violation of Applicable Law. For purposes of this Section 8, intentional
malicious acts or intentional malicious omissions shall mean those acts undertaken or omitted purposefully under the circumstances
in which the person knows that such acts or omissions violate this Agreement and are likely to cause damage or harm to the Fund.
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9. Fund Confidential Information
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9.1
|
All information provided under this Agreement by or on behalf of a party or its agents or service
providers (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the
Disclosing Party’s business and operations shall be treated as confidential (“Confidential Information”).
Confidential Information shall include, without limitation, “Customer Information” as defined in Section 9.2 below.
All Confidential Information provided under this Agreement by the Disclosing Party shall be used, including, without limitation,
disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or
receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the business
of the Receiving Party and its Affiliates, including, without limitation, financial and operational management and reporting, risk
management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information
(a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement,
(b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in
connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit,
examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law
or regulation; or (e) where the party seeking to disclose has received the prior written consent of the Disclosing Party providing
the information. A Receiving Party shall protect Confidential Information of a Disclosing Party at least to the same degree as
the Receiving Party protects its own Confidential Information. All Confidential Information provided by a Disclosing Party shall
remain the property of such Disclosing Party. All Confidential Information, together with any copies thereof, in whatever form,
shall, upon the Disclosing Party’s written request, be returned to Disclosing Party or destroyed, at the Receiving Party’s
election; provided, that the Receiving Party shall be permitted to retain all or any portion of the Confidential Information, in
accordance with the confidentiality obligations specified in this Agreement, to the extent required by Applicable Law or regulatory
authority or to the extent required by the Receiving Party’s internal policies and in accordance with its customary practices
for backup and storage.
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9.2
|
For purposes of this Agreement, “Customer Information” means all the customer identifying
data however collected or received, including without limitation, through “cookies” or non-electronic means pertaining
to or identifiable to the Fund’s Shareholders, prospective shareholders and plan administrators (collectively, “Fund
Customers”), including without limitation, (i) name, address, email address, passwords, account numbers, personal financial
information, personal preferences, demographic data, marketing data, data about securities transactions, credit data or any other
identification data; (ii) any information that reflects the use of or interactions with a Fund service, including, without limitation,
the Fund’s web site; or (iii) any data otherwise submitted in the process of registering for a Fund service. For the avoidance
of doubt, Customer Information shall include, without limitation, all “nonpublic personal information,” as defined
under the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1138) (“GLB Act”) and all “personal
information” as defined in the Massachusetts Standards for the Protection of Personal Information, 201 CMR 17.00, et seq.,
(“Mass Privacy Act”). This Agreement shall not be construed as granting the Transfer Agent any ownership rights
in the Customer Information.
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|
9.3
|
Section 9.1 shall not restrict any disclosure required to be made by Applicable
Law or regulation, or pursuant to any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative
demand or other similar process, except that (i) in case of any requests or demands for the inspection of Confidential Information
that arise from persons other than authorized officers of the Disclosing Party, the Receiving Party will (other than standard requests
(i.e. divorce and criminal actions) pursuant to subpoenas of state or federal government authorities) promptly notify the Disclosing
Party and secure instructions from an authorized officer of the Disclosing Party as to such inspection and (ii) the Receiving Party
shall promptly notify an authorized officer of the Disclosing Party in writing of any and all legal actions received by or served
on the Receiving Party with respect to the Disclosing Party, and shall use its best efforts to promptly notify the Disclosing Party
of all contacts and/or correspondence received by the Receiving Party from any regulatory department or agency or other governmental
authority purporting to regulate the Disclosing Party and not the Receiving Party, regarding the Receiving Party’s duties
and activities performed in connection with this Agreement, and will cooperate with the Disclosing Party in responding to such
legal actions, contacts and/or correspondence. With respect to the disclosure of Confidential Information pursuant to clause (c)
of Section 9.1, the Fund and the Transfer Agent will agree on reasonable procedures regarding such required disclosure and the
Receiving Party will make every reasonable effort (to the extent legally permitted) to notify the Disclosing Party of requests
for such information by the Securities and Exchange Commission or any other federal or state regulatory agencies prior to the release
of such records.
|
|
9.4
|
Section 9.1 shall not restrict the Fund from sharing information received from the Transfer Agent
pursuant to Section 11.5 of this Agreement regarding information security threats including, without limitation, virus, malware,
Trojan horse, worm, time bomb, drop dead device, or other malicious code, with third parties for the purpose of evaluating and
enhancing the Fund’s information security; provided that such third parties are subject to a written agreement with the Fund
to keep any such information confidential.
|
|
9.5
|
The Transfer Agent and the Fund acknowledge that their obligation to protect Confidential Information
is essential to the business interest of the Fund and the Transfer Agent, respectively, and that the disclosure of such information
in breach of this Agreement may cause the Fund or Transfer Agent immediate, substantial and irreparable harm, the value of which
would be difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in
law, equity, or otherwise for the disclosure or use of Confidential Information in breach of this Agreement, the Disclosing Party
shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance
of such breach.
|
10. Information Security
|
10.1
|
The Transfer Agent shall maintain reasonable safeguards for maintaining in confidence any and all
Fund Confidential Information, including, without limitation, the policies and procedures described in Section 10.2. The Transfer
Agent shall not, at any time, use any such Fund Confidential Information for any purpose other than as specifically authorized
by this Agreement, or in writing by the Fund.
|
10.2 The Transfer
Agent has implemented and maintains, and at a minimum agrees to comply with and continue to comply with, at each service location
physical and information security and data protection safeguards against the destruction, loss, theft, unauthorized access, unauthorized
use, or alteration of the Fund’s Confidential Information in the possession of the Transfer Agent that will be no less rigorous
than those described in the Information Security Schedule attached hereto as Schedule 10.2, and from time to time enhanced
in accordance with changes in regulatory requirements. The Transfer Agent will, at a minimum, update its policies to remain compliant
with applicable regulatory requirements, including, without limitation, the GLB Act and the Mass Privacy Act. The Transfer Agent
will meet with the Fund, at its request, on an annual basis to discuss information security safeguards. If the Transfer Agent or
its agents discover or are notified that someone has violated security relating to the Fund’s Confidential Information the
Transfer Agent will promptly (a) notify the Fund of such violation, and (b) if the applicable Confidential Information was in the
possession or under the control of the Transfer Agent or its agents at the time of such violation, the Transfer Agent will promptly
(i) investigate, contain and address the violation, (ii) provide the Funds with information on the steps being taken to reduce
the risk of a reoccurrence of such violation, and (iii) without limiting (and subject to) Sections 7 and 8 of this Agreement, if
requested by the Fund based on the facts and circumstances of the incident, provide credit monitoring, or other similar services
or remedies as required by applicable law, for a one-year period (or such shorter or longer period required by applicable law)
to Shareholders or others affected by the violation. .
11. Covenants of the Fund and the Transfer
Agent
|
11.1
|
The Transfer Agent shall keep records relating to the services to be performed hereunder, in the
form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act, the Transfer Agent agrees that
all such records prepared or maintained by the Transfer Agent relating to the services to be performed by the Transfer Agent hereunder
are the property of the Fund and will be preserved, maintained and made available in accordance with the Act, and will be surrendered
promptly to the Fund on and in accordance with its request. For the avoidance of doubt, the preceding sentence shall apply
to the Collective Trusts as if they were 1940 Act registered funds.
|
|
11.2
|
The Transfer Agent maintains, and covenants that during the Term hereof it shall continue to maintain,
fidelity bond coverage concerning larceny and embezzlement and an insurance policy with respect to errors and omissions coverage
in such amounts, and with such carriers, deemed appropriate and commercially reasonable in terms of coverage and policy limits
by the Transfer Agent’s Board of Directors in light of the Transfer Agent’s duties and responsibilities hereunder.
Upon the request of the Funds, the Transfer Agent shall provide evidence that such coverage is in place. The Transfer Agent shall,
promptly upon the receipt of any such notice by any applicable carrier, notify the Fund should its insurance coverage with respect
to professional liability or errors and omissions coverage be canceled. Such notification shall include the date of cancellation
and the reasons therefor.
|
|
11.3Business
|
Continuity. Notwithstanding anything to the contrary contained in Section 16.3, the Transfer
Agent shall maintain at a location other than its normal location appropriate redundant facilities for operational back up in the
event of a power failure, disaster or other interruption. The Transfer Agent shall continuously back up Fund records, and shall
store the back up in a secure manner at a location other than its normal location, so that, in the event of a power failure, disaster
or other interruption at such normal location, the Fund records, will be maintained intact and will enable the Transfer Agent to
perform under this Agreement. The Transfer Agent will maintain a comprehensive business continuity plan and will provide an executive
summary of such plan upon reasonable request of the Fund. Without limiting the foregoing, the Transfer Agent will test the adequacy
of its business continuity plan at least annually and upon request, the Fund may participate in such test. Upon request by the
Fund, the Transfer Agent will provide the Fund with a letter assessing the most recent business continuity test results. In the
event of a business disruption that materially impacts the Transfer Agent’s provision of services under this Agreement, the
Transfer Agent will promptly notify the Fund of the disruption and the steps being implemented under the business continuity plan.
Upon reasonable request, Transfer Agent also shall discuss with senior management of the Fund (or personnel authorized by the Fund’s
senior management) the business continuity/disaster recovery plan of Transfer Agent and/or provide a high level presentation summarizing
such plan.
|
|
11.4The
|
Transfer Agent shall provide the Fund, at such times as the Fund may reasonably require, (i) copies
of reports rendered by independent public accountants on the internal controls and procedures of the Transfer Agent relating to
the Services provided by the Transfer Agent under this Agreement, (ii) access to the procedures used to perform the testing
described in such reports and (iii) access to the audit teams preparing any such reports or performing any such testing.
|
|
11.5Data
|
Privacy. The Transfer Agent agrees to promptly notify the Fund whenever it becomes aware
of any actual unauthorized access to, or acquisition, use, loss, destruction, alteration or compromise of Confidential Information
(including, without limitation, Customer Information) of the Fund (“Security Breach”) maintained on Transfer
Agent’s computers, hardware, networks or systems, including any third party data centers, or of any Security Breach occurring
at any sub-custodian, agent or service provider of the Transfer Agent. The Transfer Agent also agrees to implement commercially
reasonable software and other appropriate measures to scan for, detect and prevent the transmission from Transfer Agent’s
computers, hardware, networks and systems of any virus, malware, Trojan horse, worm, time bomb, drop dead device, or other malicious
code.
|
12. Termination of Agreement
|
12.1
|
Term. The initial term of this Agreement shall be five (5) years from the date first noted
above (the “Initial Term”) unless terminated pursuant to the provisions of this Section 12. Unless a party gives
written notice to the other party ninety (90) days before the expiration of the Initial Term or any Renewal Term, this Agreement
will renew automatically from year to year (each such year-to-year renewal term a “Renewal Term”; collectively,
the Initial Term and any Renewal Term shall hereafter be referred to as the “Term”). One-hundred twenty (120)
days before the expiration of the Initial Term or a Renewal Term the parties to this Agreement will agree upon the Fee Schedule
for the upcoming Renewal Term. Otherwise, the fees shall be increased pursuant to Section 3.4 of this Agreement. Notwithstanding
the termination or non-renewal of this Agreement, the terms and conditions of this Agreement shall continue to apply until the
completion of Deconversion (defined below).
|
|
12.2
|
Deconversion. In the event that this Agreement is terminated or not renewed, the Transfer
Agent agrees that, in order to provide for uninterrupted service to the Fund, the Transfer Agent shall, at the Fund’s request,
offer reasonable assistance to the Fund in converting, within a reasonable time frame agreed to by the parties, the Fund’s
records from the Transfer Agent’s systems to whatever services or systems are designated by the Fund (the “Deconversion”)
(subject to the recompense of the Transfer Agent for such assistance at their standard rates and fees in effect at the time). As
used herein “reasonable assistance” and “transitional assistance” shall not include requiring the Transfer
Agent (i) to assist any new service or system provider to modify, to alter, to enhance, or to improve such provider’s system,
or to provide any new functionality to such provider’s system, (ii) to disclose any protected information of the Transfer
Agent, except to the extent necessary to effectuate such Deconversion and then, only pursuant to a written confidentiality agreement
executed between the Transfer Agent and the new service provider, or (iii) to develop Deconversion software, to modify any of the
Transfer Agent’s software, or to otherwise alter the format of the data as maintained on any provider’s systems.
|
|
12.3
|
Early Termination. Notwithstanding anything contained in this Agreement to the contrary,
should the Fund desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior
to the expiration of the Initial Term or then current Renewal Term, the Transfer Agent shall make a good faith effort to facilitate
the conversion on such prior date; provided, however that, except for a transfer following a termination pursuant to Sections 12.5
or 12.6, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on
such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following
a termination pursuant to Sections 12.5 or 12.6, or if the Fund’s assets are merged or purchased or the like with or by another
entity that does not utilize the services of the Transfer Agent, then the Fund will pay to the Transfer Agent an amount equal to
the average monthly fee paid by the Fund to the Transfer Agent under the Agreement multiplied by the number of months remaining
in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 12.3 and all fees, charges
and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 12.2 shall be
paid on or before the business day immediately prior to the conversion or termination of services.
|
|
12.4
|
Unpaid Invoices. The Transfer Agent may terminate this Agreement thirty (30) days after
notice to the Fund and its administrator that an invoice has remained outstanding for more than sixty (60) days, except with respect
to any amount subject to a good faith dispute within the meaning of Section 3.3 of this Agreement.
|
|
12.5
|
Bankruptcy. This Agreement shall terminate, (a) by notice by the notifying party in the
event that the other party ceases to carry on its business or (b) immediately, without further action by a party, in the event
that an action is commenced by or against the other party under Title 11 of the United States Code or a receiver, conservator or
similar officer is appointed for the other party and such suit, conservatorship or receivership is not discharged within thirty
(30) days.
|
|
12.6
|
Cause. If either of the parties hereto is in default in the performance of its duties or
obligations hereunder, and such default has a material effect on the other party, then the non-defaulting party may give notice
to the defaulting party specifying the nature of the default in sufficient detail to permit the defaulting party to identify and
cure such default. If the defaulting party fails to cure such default within sixty (60) days of receipt of such notice, or within
such longer period of time as the parties may agree is necessary for such cure, then the non-defaulting party may terminate this
Agreement by giving, within ninety (90) days of the date on which such right of termination commenced, one hundred and twenty (120)
days written notice to the defaulting party.
|
|
12.7
|
Confidential Information. Upon termination of this Agreement, each party shall return to
the other party all copies of Confidential Information or proprietary materials or information received from such other party hereunder
or shall, upon request of the Fund, destroy or render unrecoverable Confidential Information or proprietary materials or information
received (and certify to its destruction or unrecoverable status), other than materials or information required to be retained
by such party under Applicable Law or regulation.
|
13. Use of Data
|
13.1
|
In connection with the provision of the services and the discharge of its other obligations under
this Agreement, the Transfer Agent (which term for purposes of this Section includes Boston Financial) may collect and store information
regarding the Fund and share such Confidential Information with its Affiliates, agents and service providers in order and to the
extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between
the Fund and the Transfer Agent or any of its Affiliates and (ii) to carry out management of its businesses, including, but not
limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service
management.
|
|
13.2
|
Except as expressly contemplated by this Agreement, nothing in this Section 13 shall limit the
confidentiality and data-protection obligations of the Transfer Agent and its Affiliates under this Agreement and Applicable Law.
The Transfer Agent shall cause any Affiliate, agent or service provider to which it has disclosed data pursuant to this Section
13 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
|
14. Assignment and Third Party Beneficiaries
|
14.1
|
Except as provided in Section 15.1 below, neither this Agreement nor any rights or obligations
hereunder may be assigned or subcontracted by either party without the written consent of the other party. Any attempt to do so
in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment,
no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.
|
|
14.2
|
Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be
construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties
and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and
the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors
and assigns.
|
|
14.3
|
This Agreement does not constitute an agreement for a partnership or joint venture between the
Transfer Agent and the Fund. Other than as provided in Section 14.1, neither party shall make any commitments with third parties
that are binding on the other party without the other party’s prior written consent.
|
15. Subcontractors
|
15.1
|
The Transfer Agent may, without further consent on the part of the Fund, subcontract for the performance
hereof with (i) Boston Financial Data Services, Inc. (“Boston Financial”); provided, however, that the Transfer Agent
shall be fully responsible to the Fund for the acts and omissions of Boston Financial as it is for its own acts and omissions.
Except with respect to computer programming, software engineering, development and testing, all other services so subcontracted
will be performed by Boston Financial within the borders of the United States, unless otherwise specifically agreed to in writing.
In connection with any services performed outside of the United States in accordance with this Section, the Transfer Agent shall
require such subcontractor to comply with all laws applicable to the performance of such services and functions outside of the
United States, including applicable export and data privacy/processing laws and regulations.
|
|
15.2
|
Nothing herein shall impose any duty upon the Transfer Agent in connection
with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as by way of example
and not limitation, airborne services, Federal Express, United Parcel Service, the United States Postal Service, print/mail
vendors, the NSCC and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent
shall have exercised due care in selecting the same.
|
16. Miscellaneous
16.1 Amendment.
This Agreement may be amended or modified by a written agreement executed by all parties hereto.
|
16.2
|
Massachusetts Law to Apply. This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.
|
|
16.3
|
Force Majeure. In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, acts of war or terrorism, strikes, equipment or transmission failure or damage
reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from such causes; provided, however, that nothing in
this Section 16.3 shall be deemed to relieve Transfer Agent of its obligations under Section 11.3.
|
16.4 Consequential
Damages. Neither party to this Agreement shall be liable to the other party for special, indirect or consequential damages
under any provision of this Agreement or for any special, indirect or consequential damages arising out of any act or failure to
act hereunder.
16.5 Survival.
All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of
proprietary rights and trade secrets shall survive the termination of this Agreement.
16.6 Severability.
If any provision or provisions of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or impaired.
16.7 Priorities
Clause. In the event of any conflict, discrepancy or ambiguity between the terms and conditions contained in this Agreement
and any schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.
16.8 Waiver.
No waiver by either party or any breach or default of any of the covenants or conditions herein contained and performed by
the other party shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition.
16.9 Merger
of Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement
with respect to the subject matter hereof whether oral or written.
16.10 Counterparts.
This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
16.11 Reproduction
of Documents. This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such
reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not
the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that
any enlargement, facsimile or further reproduction shall likewise be admissible in evidence.
16.12 Notices.
All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage
prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.
(a) If
to the Transfer Agent, to:
State Street Bank
and Trust Company
1 Lincoln Street
Boston, MA 02111
Attention: Legal
Department
With a copy to:
State Street Bank
and Trust Company
c/o Boston Financial
Data Services, Inc.
2000 Crown Colony
Drive
Quincy, MA 02169
Attention: Legal
Department
(b) If
to the Fund, to:
[Name of Fund]
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15237 Attention: President
With a copy to:
Federated Investors, Inc.
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222
Attention: General Counsel
17. Additional Funds
In the event that the Fund establishes
one or more series of Shares, in addition to those listed on the attached Exhibit A, with respect to which it desires to have the
Transfer Agent render services as transfer agent under the terms hereof, it shall so notify the Transfer Agent in writing, and
if the Transfer Agent agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.
18. Limitation of Liability of Trustees and Shareholders
of the Fund
The execution
and delivery of this Agreement have been authorized by the Board of the Fund and signed by an authorized officer of such Fund,
acting as such, and neither such authorization by the Board nor the execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement
are not binding upon any of the members of the Board of the Fund, but bind only the property of the Fund as provided in, as applicable,
the Fund’s articles of incorporation or declaration of trust.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the
day and year first above written.
STATE STREET BANK AND TRUST COMPANY
|
|
BY EACH OF THE FEDERATED FUNDS SET FORTH ON EXHIBIT A (OTHER THAN COLLECTIVE TRUSTS), SEVERALLY AND NOT JOINTLY
|
|
|
|
By: /s/ Andrew Erickson
|
|
By: /s/Peter J. Germain
|
|
|
|
Name: Andrew Erickson
|
|
Name: Peter J. Germain
|
|
|
|
Title: Executive Vice President
|
|
Title: Chief Legal Officer
|
BY EACH OF THE FUNDS THAT ARE COLLECTIVE TRUSTS,
SEVERALLY AND NOT JOINTLY
By: Federated Investors Trust Company,
as Trustee
By: /s/ Edward C. Bartley
Name: Edward C. Bartley
Title: Secretary
|
T Shares codes will be added when they all become offered.
Exhibit A
FUNDS
June 1, 2020
|
|
|
DATE: added to the contract.
|
REGISTRANT NAME
|
SERIES NAME (If applicable)
|
Transfer Agent Fund Number
|
Class
|
7/1/2004
|
Federated Adjustable Rate Securities
|
|
|
|
|
|
FEDERATED ADJUSTABLE RATE SECS
|
96
|
SS
|
|
|
FEDERATED ADJUSTABLE RATE SECS
|
325
|
IS
|
8/31/2017
|
Federated Adviser Series
|
|
|
|
|
|
FEDERATED EMERGING MARKKETS EQUITY FUND
|
813
|
IS
|
|
|
FEDERATED HERMES GLOBAL EQUITY FUND
|
934
|
IS
|
|
|
FEDERATED HERMES GLOBAL SMALL CAP FUND
|
939
|
IS
|
|
|
FEDERATED HERMES INTERNATIONAL EQUITY FUND
|
443
|
IS
|
|
|
FEDERATED HERMES SDG ENGAGEMENT EQUITY FUND
|
431
|
A
|
|
|
FEDERATED HERMES SDG ENGAGEMENT EQUITY
|
441
|
IS
|
|
|
FEDERATED HERMES SDG ENGAGEMENT HY CREDIT FUND
|
669
|
IS
|
|
|
FEDERATED INTERNATIONAL EQUITY FUND
|
713
|
A
|
|
|
FEDERATED INTERNATIONAL EQUITY FUND
|
714
|
C
|
|
|
FEDERATED INTERNATIONAL EQUITY FUND
|
717
|
IS
|
|
|
FEDERATED INTERNATIONAL EQUITY FUND
|
718
|
R6
|
|
|
FEDERATED INTERNATIONAL GROWTH FUND
|
728
|
IS
|
|
|
FEDERATED MDT LARGE CAP VALUE FUND
|
426
|
IS
|
|
|
FEDERATED MDT LARGE CAP VALUE FUND
|
428
|
SS
|
|
|
FEDERATED MDT LARGE CAP VALUE FUND
|
429
|
R6
|
|
|
FEDERATED MDT LARGE CAP VALUE FUND
|
419
|
A
|
|
|
FEDERATED MDT LARGE CAP VALUE FUND
|
420
|
B
|
|
|
FEDERATED MDT LARGE CAP VALUE FUND
|
422
|
C
|
|
|
FEDERATED MDT LARGE CAP VALUE FUND
|
425
|
R
|
|
|
|
|
|
|
|
|
|
|
|
Federated Core Trust:
|
|
|
|
3/21/2016
|
|
EMERGING MARKETS CORE FUND
|
812
|
|
8/16/2010
|
|
FEDERATED BANK LOAN CORE FUND
|
850
|
|
7/1/2004
|
|
FEDERATED MORTGAGE CORE PORT
|
938
|
|
7/1/2004
|
|
HIGH-YIELD BOND PORTFOLIO
|
871
|
|
|
Federated Core Trust III:
|
|
|
|
3/1/2008
|
|
FEDERATED PROJECT AND TRADE FINANCE CORE FUND
|
148
|
|
|
|
|
|
|
|
Federated Equity Funds:
|
|
|
|
12/1/2008
|
|
FEDERATED CLOVER SMALL VALUE FUND
|
639
|
A
|
|
|
FEDERATED CLOVER SMALL VALUE FUND
|
658
|
C
|
|
|
FEDERATED CLOVER SMALL VALUE FUND
|
659
|
IS
|
|
|
FEDERATED CLOVER SMALL VALUE FUND
|
670
|
R
|
|
|
FEDERATED CLOVER SMALL VALUE FUND
|
539
|
R6
|
12/1/2008
|
|
FEDERATED GLOBAL STRATEGIC VALUE DIV
|
436
|
C
|
|
|
FEDERATED GLOBAL STRATEGIC VALUE DIV
|
437
|
IS
|
|
|
FEDERATED GLOBAL STRATEGIC VALUE DIV
|
438
|
R6
|
|
|
FEDERATED GLOBAL STRATEGIC VALUE DIV
|
435
|
A
|
3/1/2008
|
|
FEDERATED INTL STRATEGIC VAL DIV FUND
|
432
|
A
|
|
|
FEDERATED INTL STRATEGIC VAL DIV FUND
|
433
|
C
|
|
|
FEDERATED INTL STRATEGIC VAL DIV FUND
|
434
|
IS
|
|
|
FEDERATED INTL STRATEGIC VAL DIV FUND
|
466
|
R6
|
7/1/2004
|
|
FEDERATED KAUFMANN FUND
|
66
|
A
|
|
|
FEDERATED KAUFMANN FUND
|
67
|
B
|
|
|
FEDERATED KAUFMANN FUND
|
70
|
C
|
|
|
FEDERATED KAUFMANN FUND
|
74
|
R
|
|
|
FEDERATED KAUFMANN FUND
|
123
|
IS
|
9/17/2007
|
|
FEDERATED KAUFMANN LARGE CAP FUND
|
352
|
A
|
|
|
FEDERATED KAUFMANN LARGE CAP FUND
|
353
|
C
|
|
|
FEDERATED KAUFMANN LARGE CAP FUND
|
355
|
IS
|
|
|
FEDERATED KAUFMANN LARGE CAP FUND
|
354
|
R
|
|
|
FEDERATED KAUFMANN LARGE CAP FUND
|
401
|
R6
|
7/1/2004
|
|
FEDERATED KAUFMANN SMALL CAP FUND
|
163
|
IS
|
|
|
FEDERATED KAUFMANN SMALL CAP FUND
|
146
|
R6
|
|
|
FEDERATED KAUFMANN SMALL CAP FUND
|
757
|
A
|
|
|
FEDERATED KAUFMANN SMALL CAP FUND
|
758
|
B
|
|
|
FEDERATED KAUFMANN SMALL CAP FUND
|
759
|
C
|
|
|
FEDERATED KAUFMANN SMALL CAP FUND
|
154
|
R
|
7/1/2004
|
|
FEDERATED MDT MID CAP GROWTH FUND
|
677
|
A
|
|
|
FEDERATED MDT MID CAP GROWTH FUND
|
650
|
C
|
|
|
FEDERATED MDT MID CAP GROWTH FUND
|
656
|
IS
|
|
|
FEDERATED MDT MID CAP GROWTH FUND
|
679
|
R6
|
9/1/2008
|
|
FEDERATED PRUDENT BEAR FUND
|
409
|
A
|
|
|
FEDERATED PRUDENT BEAR FUND
|
415
|
C
|
|
|
FEDERATED PRUDENT BEAR FUND
|
418
|
IS
|
12/1/2004
|
|
FEDERATED STRATEGIC VALUE DIVIDEND
|
661
|
A
|
|
|
FEDERATED STRATEGIC VALUE DIVIDEND
|
663
|
C
|
|
|
FEDERATED STRATEGIC VALUE DIVIDEND
|
662
|
IS
|
|
|
FEDERATED STRATEGIC VALUE DIVIDEND
|
251
|
R6
|
7/1/2004
|
Federated Equity Income Fund Inc.
|
|
|
|
|
|
FEDERATED EQUITY INCOME FUND
|
34
|
R
|
|
|
FEDERATED EQUITY INCOME FUND
|
629
|
B
|
|
|
FEDERATED EQUITY INCOME FUND
|
241
|
C
|
|
|
FEDERATED EQUITY INCOME FUND
|
326
|
A
|
|
|
FEDERATED EQUITY INCOME FUND
|
849
|
IS
|
|
|
FEDERATED EQUITY INCOME FUND
|
304
|
F
|
|
Federated Fixed Income Securities, Inc.:
|
|
|
|
7/1/2004
|
|
FEDERATED MUNI ULTRASHORT FUND
|
253
|
IS
|
|
|
FEDERATED MUNI ULTRASHORT FUND
|
254
|
A
|
|
|
FEDERATED MUNI ULTRASHORT FUND
|
230
|
R6
|
7/1/2004
|
|
FEDERATED STRATEGIC INCOME FUND
|
652
|
B
|
|
|
FEDERATED STRATEGIC INCOME FUND
|
382
|
C
|
|
|
FEDERATED STRATEGIC INCOME FUND
|
383
|
F
|
|
|
FEDERATED STRATEGIC INCOME FUND
|
381
|
A
|
|
|
FEDERATED STRATEGIC INCOME FUND
|
414
|
R6
|
|
|
FEDERATED STRATEGIC INCOME FUND
|
653
|
IS
|
6/1/2008
|
Federated Global Allocation Fund
|
|
|
|
|
|
FEDERATED GLOBAL ALLOCATION FUND
|
373
|
B
|
|
|
FEDERATED GLOBAL ALLOCATION FUND
|
608
|
C
|
|
|
FEDERATED GLOBAL ALLOCATION FUND
|
894
|
R
|
|
|
FEDERATED GLOBAL ALLOCATION FUND
|
232
|
R6
|
|
|
FEDERATED GLOBAL ALLOCATION FUND
|
11
|
A
|
|
|
FEDERATED GLOBAL ALLOCATION FUND
|
879
|
IS
|
7/1/2004
|
Federated Government Income Securities, Inc.
|
|
|
|
|
|
FEDERATED GOV INCOME SECURITIES
|
166
|
A
|
|
|
FEDERATED GOV INCOME SECURITIES
|
171
|
C
|
|
|
FEDERATED GOV INCOME SECURITIES
|
21
|
F
|
|
|
FEDERATED GOV INCOME SECURITIES
|
615
|
IS
|
7/1/2004
|
Federated Government Income Trust
|
|
|
|
|
|
FEDERATED GOVERNMENT INCOME TRUST
|
36
|
IS
|
|
|
FEDERATED GOVERNMENT INCOME TRUST
|
102
|
SS
|
|
|
|
|
|
7/1/2004
|
Federated High Income Bond Fund, Inc.
|
|
|
|
|
|
FEDERATED HIGH INCOME BOND FUND
|
630
|
B
|
|
|
FEDERATED HIGH INCOME BOND FUND
|
492
|
R6
|
|
|
FEDERATED HIGH INCOME BOND FUND
|
242
|
C
|
|
|
FEDERATED HIGH INCOME BOND FUND
|
317
|
A
|
|
|
FEDERATED HIGH INCOME BOND FUND
|
491
|
IS
|
7/1/2004
|
Federated High Yield Trust:
|
|
|
|
|
|
FEDERATED HIGH YIELD TRUST
|
77
|
IS
|
|
|
FEDERATED HIGH YIELD TRUST
|
113
|
A
|
|
|
FEDERATED HIGH YIELD TRUST
|
120
|
C
|
|
|
FEDERATED HIGH YIELD TRUST
|
430
|
R6
|
|
|
FEDERATED HIGH YIELD TRUST
|
38
|
SS
|
12/1/2015
|
|
FEDERATED EQUITY ADVANTAGE FUND
|
121
|
A
|
|
|
FEDERATED EQUITY ADVANTAGE FUND
|
122
|
IS
|
|
Federated Income Securities Trust:
|
|
|
|
7/1/2004
|
|
FEDERATED CAPITAL INCOME FUND
|
312
|
A
|
|
|
FEDERATED CAPITAL INCOME FUND
|
631
|
B
|
|
|
FEDERATED CAPITAL INCOME FUND
|
244
|
C
|
|
|
FEDERATED CAPITAL INCOME FUND
|
374
|
F
|
|
|
FEDERATED CAPITAL INCOME FUND
|
300
|
R
|
|
|
FEDERATED CAPITAL INCOME FUND
|
830
|
IS
|
9/1/2004
|
|
FEDERATED FLTG RATE STR INCOME FUND
|
701
|
R6
|
|
|
FEDERATED FLTG RATE STR INCOME FUND
|
693
|
IS
|
|
|
FEDERATED FLTG RATE STR INCOME FUND
|
112
|
C
|
|
|
FEDERATED FLTG RATE STR INCOME FUND
|
687
|
A
|
7/1/2004
|
|
FEDERATED FUND U.S. GOV SECURITIES
|
601
|
B
|
|
|
FEDERATED FUND U.S. GOV SECURITIES
|
238
|
C
|
|
|
FEDERATED FUND U.S. GOV SECURITIES
|
309
|
A
|
|
|
FEDERATED FUND U.S. GOV SECURITIES
|
614
|
IS
|
7/1/2004
|
|
FEDERATED INTERM CORP BOND FUND
|
303
|
IS
|
|
|
FEDERATED INTERM CORP BOND FUND
|
348
|
SS
|
7/1/2004
|
|
FEDERATED MUNI & STOCK ADVT FUND
|
888
|
B
|
|
|
FEDERATED MUNI & STOCK ADVT FUND
|
887
|
A
|
|
|
FEDERATED MUNI & STOCK ADVT FUND
|
889
|
C
|
|
|
FEDERATED MUNI & STOCK ADVT FUND
|
901
|
F
|
|
|
FEDERATED MUNI & STOCK ADVT FUND
|
876
|
IS
|
12/1/2005
|
|
FEDERATED REAL RETURN BOND FUND
|
183
|
A
|
|
|
FEDERATED REAL RETURN BOND FUND
|
184
|
C
|
|
|
FEDERATED REAL RETURN BOND FUND
|
185
|
IS
|
7/18/2004
|
|
FEDERATED SHORT-TERM INCOME FUND
|
292
|
R6
|
|
|
FEDERATED SHORT-TERM INCOME FUND
|
65
|
IS
|
|
|
FEDERATED SHORT-TERM INCOME FUND
|
638
|
Y
|
|
|
FEDERATED SHORT-TERM INCOME FUND
|
607
|
A
|
|
Federated Index Trust:
|
|
|
|
7/1/2004
|
|
FEDERATED MAX-CAP INDEX FUND
|
39
|
IS
|
|
|
FEDERATED MAX-CAP INDEX FUND
|
895
|
R
|
|
|
FEDERATED MAX-CAP INDEX FUND
|
281
|
SS
|
|
|
FEDERATED MAX-CAP INDEX FUND
|
867
|
C
|
7/1/2004
|
|
FEDERATED MID-CAP INDEX FUND
|
156
|
R6
|
|
|
FEDERATED MID-CAP INDEX FUND
|
153
|
IS
|
|
|
FEDERATED MID-CAP INDEX FUND
|
151
|
SS
|
|
Federated Institutional Trust
|
|
|
|
7/1/2004
|
|
FEDERATED GOV ULTRASHORT DUR FUND
|
969
|
SS
|
|
|
FEDERATED GOV ULTRASHORT DUR FUND
|
891
|
A
|
|
|
FEDERATED GOV ULTRASHORT DUR FUND
|
840
|
R6
|
|
|
FEDERATED GOV ULTRASHORT DUR FUND
|
626
|
IS
|
7/1/2004
|
|
FEDERATED INSTL HIGH YIELD BOND FUND
|
900
|
IS
|
|
|
FEDERATED INSTL HIGH YIELD BOND FUND
|
221
|
R6
|
6/1/2005
|
|
FEDERATED SH-INT TOTAL RETURN BOND
|
114
|
A
|
|
|
FEDERATED SH-INT TOTAL RETURN BOND
|
63
|
IS
|
|
|
FEDERATED SH-INT TOTAL RETURN BOND
|
107
|
SS
|
|
|
FEDERATED SH-INT TOTAL RETURN BOND
|
127
|
R6
|
|
Federated Hermes Insurance Series
|
|
|
|
7/1/2004
|
|
FEDERATED HERMES MANAGED VOLATILITY FUND II
|
333
|
A
|
|
|
FEDERATED HERMES MANAGED VOLATILITY FUND II
|
403
|
C
|
|
|
FEDERATED HERMES FUND U.S. GOV SECURITIES II
|
334
|
IS
|
7/1/2004
|
|
FEDERATED HERMES HIGH INCOME BOND II
|
250
|
S
|
|
|
FEDERATED HERMES HIGH INCOME BOND II
|
336
|
P
|
7/1/2004
|
|
FEDERATED HERMES KAUFMANN FUND II
|
953
|
P
|
|
|
FEDERATED HERMES KAUFMANN FUND II
|
957
|
S
|
7/1/2004
|
|
FEDERATED HERMES GOVERNMENT MONEY FUND II
|
330
|
S
|
|
|
FEDERATED HERMES GOVERNMENT MONEY FUND II
|
402
|
P
|
7/1/2004
|
|
FEDERATED HERMES QUALITY BOND II
|
921
|
P
|
|
|
FEDERATED HERMES QUALITY BOND II
|
929
|
S
|
|
Federated International Series, Inc.:
|
|
|
|
7/1/2004
|
|
FEDERATED GLOBAL TOTAL RETURN BOND FD
|
152
|
IS
|
|
|
FEDERATED GLOBAL TOTAL RETURN BOND FD
|
240
|
C
|
|
|
FEDERATED GLOBAL TOTAL RETURN BOND FD
|
316
|
A
|
|
Federated Investment Series Funds, Inc.:
|
|
|
|
|
|
FEDERATED BOND FUND
|
641
|
A
|
|
|
FEDERATED BOND FUND
|
642
|
B
|
|
|
FEDERATED BOND FUND
|
643
|
C
|
|
|
FEDERATED BOND FUND
|
655
|
IS
|
|
|
FEDERATED BOND FUND
|
671
|
R6
|
|
|
FEDERATED BOND FUND
|
198
|
F
|
|
Federated Managed Pool Series:
|
|
|
|
12/1/2005
|
|
FEDERATED CORPORATE BOND STRATEGY PORTFOLIO
|
157
|
|
12/1/2005
|
|
FEDERATED HIGH-YIELD STRATEGY PORTFOLIO
|
744
|
|
12/1/2005
|
|
FEDERATED INTL BOND STRATEGY PORT
|
742
|
|
12/1/2014
|
|
FEDERATED INTERNATIONAL DIV STRATEGY
|
569
|
|
12/1/2005
|
|
FEDERATED MORTGAGE STRATEGY PORT
|
743
|
|
|
Federated MDT Series:
|
|
|
|
7/31/2006
|
|
FEDERATED MDT ALL CAP CORE FUND
|
210
|
A
|
|
|
FEDERATED MDT ALL CAP CORE FUND
|
224
|
C
|
|
|
FEDERATED MDT ALL CAP CORE FUND
|
226
|
IS
|
|
|
FEDERATED MDT ALL CAP CORE FUND
|
233
|
R6
|
7/31/2006
|
|
FEDERATED MDT BALANCED FUND
|
285
|
A
|
|
|
FEDERATED MDT BALANCED FUND
|
296
|
C
|
|
|
FEDERATED MDT BALANCED FUND
|
297
|
IS
|
|
|
FEDERATED MDT BALANCED FUND
|
314
|
R6
|
7/31/2006
|
|
FEDERATED MDT LARGE CAP GROWTH FUND
|
265
|
A
|
|
|
FEDERATED MDT LARGE CAP GROWTH FUND
|
271
|
B
|
|
|
FEDERATED MDT LARGE CAP GROWTH FUND
|
267
|
C
|
|
|
FEDERATED MDT LARGE CAP GROWTH FUND
|
269
|
IS
|
7/31/2006
|
|
FEDERATED MDT SMALL CAP CORE FUND
|
237
|
A
|
|
|
FEDERATED MDT SMALL CAP CORE FUND
|
245
|
C
|
|
|
FEDERATED MDT SMALL CAP CORE FUND
|
255
|
IS
|
|
|
FEDERATED MDT SMALL CAP CORE FUND
|
223
|
R6
|
7/31/2006
|
|
FEDERATED MDT SMALL CAP GROWTH FUND
|
282
|
A
|
|
|
FEDERATED MDT SMALL CAP GROWTH FUND
|
283
|
C
|
|
|
FEDERATED MDT SMALL CAP GROWTH FUND
|
284
|
IS
|
|
|
FEDERATED MDT SMALL CAP GROWTH FUND
|
231
|
R6
|
|
Federated Municipal Bond Fund, Inc:
|
|
|
|
|
|
FEDERATED MUNICIPAL BOND FUND INC.
|
141
|
IS
|
|
|
FEDERATED MUNICIPAL BOND FUND INC.
|
375
|
F
|
|
|
FEDERATED MUNICIPAL BOND FUND INC.
|
602
|
B
|
|
|
FEDERATED MUNICIPAL BOND FUND INC.
|
243
|
C
|
|
|
FEDERATED MUNICIPAL BOND FUND INC.
|
384
|
A
|
|
Federated Municipal Securities Income Trust:
|
|
|
|
7/1/2004
|
|
FEDERATED MICHIGAN INTERM MUNICIPAL TRUST
|
145
|
A
|
|
|
FEDERATED MICHIGAN INTERM MUNICIPAL TRUST
|
622
|
IS
|
6/1/2006
|
|
FEDERATED MUNI HIGH YIELD ADVT FUND
|
310
|
F
|
|
|
FEDERATED MUNI HIGH YIELD ADVT FUND
|
214
|
C
|
|
|
FEDERATED MUNI HIGH YIELD ADVT FUND
|
167
|
A
|
|
|
FEDERATED MUNI HIGH YIELD ADVT FUND
|
170
|
B
|
|
|
FEDERATED MUNI HIGH YIELD ADVT FUND
|
380
|
IS
|
|
|
FEDERATED OHIO MUNI INCOME
|
164
|
A
|
|
|
FEDERATED OHIO MUNI INCOME
|
313
|
F
|
|
|
FEDERATED OHIO MUNI INCOME
|
623
|
IS
|
7/1/2004
|
|
FEDERATED PENNSYLVANIA MUNI INCOME
|
311
|
A
|
|
|
FEDERATED PENNSYLVANIA MUNI INCOME
|
673
|
IS
|
7/1/2004
|
Federated Short-Intermediate Duration Municipal Trust
|
|
|
|
|
|
FEDERATED SH-INT DUR MUNI TRUST
|
291
|
A
|
|
|
FEDERATED SH-INT DUR MUNI TRUST
|
24
|
IS
|
|
|
FEDERATED SH-INT DUR MUNI TRUST
|
289
|
SS
|
7/1/2004
|
Federated Total Return Government Bond Fund
|
|
|
|
|
|
FEDERATED TOTAL RETURN GOVT BOND FUND
|
234
|
R6
|
|
|
FEDERATED TOTAL RETURN GOVT BOND FUND
|
648
|
SS
|
|
|
FEDERATED TOTAL RETURN GOVT BOND FUND
|
647
|
IS
|
|
|
|
|
|
|
Federated Total Return Series, Inc.:
|
|
|
|
7/1/2004
|
|
FEDERATED SELECT TOTAL RETURN BOND FUND
|
835
|
IS
|
|
|
FEDERATED SELECT TOTAL RETURN BOND FUND
|
837
|
SS
|
7/1/2004
|
|
FEDERATED TOTAL RETURN BOND FUND
|
328
|
IS
|
|
|
FEDERATED TOTAL RETURN BOND FUND
|
288
|
SS
|
|
|
FEDERATED TOTAL RETURN BOND FUND
|
893
|
R
|
|
|
FEDERATED TOTAL RETURN BOND FUND
|
225
|
R6
|
|
|
FEDERATED TOTAL RETURN BOND FUND
|
404
|
A
|
|
|
FEDERATED TOTAL RETURN BOND FUND
|
405
|
B
|
|
|
FEDERATED TOTAL RETURN BOND FUND
|
406
|
C
|
7/1/2004
|
|
FEDERATED ULTRASHORT BOND FUND
|
218
|
A
|
|
|
FEDERATED ULTRASHORT BOND FUND
|
838
|
SS
|
|
|
FEDERATED ULTRASHORT BOND FUND
|
108
|
IS
|
|
|
FEDERATED ULTRASHORT BOND FUND
|
344
|
R6
|
7/1/2004
|
Federated U.S. Government Securities Fund: 1-3 Years:
|
|
|
|
|
|
FEDERATED U.S. GOV SECS 1-3
|
100
|
SS
|
|
|
FEDERATED U.S. GOV SECS 1-3
|
79
|
Y
|
|
|
FEDERATED U.S. GOV SECS 1-3
|
9
|
IS
|
7/1/2004
|
Federated U.S. Government Securities Fund: 2-5 Years:
|
FEDERATED U.S. GOV SECS 2-5
|
192
|
SS
|
|
|
FEDERATED U.S. GOV SECS 2-5
|
896
|
R
|
|
|
FEDERATED U.S. GOV SECS 2-5
|
47
|
IS
|
|
Federated World Investment Series, Inc.:
|
|
|
|
7/1/2004
|
|
FEDERATED EMERGING MARKET DEBT FUND
|
831
|
IS
|
|
|
FEDERATED EMERGING MARKET DEBT FUND
|
609
|
A
|
|
|
FEDERATED EMERGING MARKET DEBT FUND
|
611
|
C
|
7/1/2004
|
|
FEDERATED INTERNATIONAL LEADERS FUND
|
103
|
A
|
|
|
FEDERATED INTERNATIONAL LEADERS FUND
|
104
|
B
|
|
|
FEDERATED INTERNATIONAL LEADERS FUND
|
105
|
C
|
|
|
FEDERATED INTERNATIONAL LEADERS FUND
|
119
|
IS
|
|
|
FEDERATED INTERNATIONAL LEADERS FUND
|
106
|
R
|
|
|
FEDERATED INTERNATIONAL LEADERS FUND
|
110
|
R6
|
7/1/2004
|
|
FEDERATED INTL SMALL-MID COMPANY FUND
|
695
|
A
|
|
|
FEDERATED INTL SMALL-MID COMPANY FUND
|
697
|
C
|
|
|
FEDERATED INTL SMALL-MID COMPANY FUND
|
682
|
IS
|
7/1/2004
|
Intermediate Municipal Trust
|
|
|
|
|
|
FEDERATED INTERM MUNI TRUST
|
78
|
SS
|
|
|
FEDERATED INTERM MUNI TRUST
|
739
|
IS
|
|
Money Market Obligations Trust:
|
|
|
|
7/1/2004
|
|
FEDERATED CALIFORNIA MUNI CASH TRUST
|
80
|
SS
|
|
|
FEDERATED CALIFORNIA MUNI CASH TRUST
|
800
|
WS
|
|
|
FEDERATED CALIFORNIA MUNI CASH TRUST
|
280
|
CII
|
|
|
FEDERATED CALIFORNIA MUNI CASH TRUST
|
809
|
CAP
|
|
|
FEDERATED CALIFORNIA MUNI CASH TRUST
|
810
|
CS
|
12/1/2004
|
|
FEDERATED CAPITAL RESERVES FUND
|
806
|
|
7/1/2004
|
|
FEDERATED GEORGIA MUNICIPAL CASH TRUST
|
651
|
|
7/1/2004
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
386
|
CS
|
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
385
|
CII
|
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
805
|
CAP
|
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
158
|
ADM
|
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
117
|
PRM
|
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
5
|
IS
|
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
703
|
TR
|
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
395
|
SS
|
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
7
|
R
|
|
|
FEDERATED GOVERNMENT OBLIGATIONS FUND
|
484
|
AVR
|
7/1/2004
|
|
FEDERATED GOVT OBLIGATIONS TAX-MGD FD
|
613
|
AS
|
|
|
FEDERATED GOVT OBLIGATIONS TAX-MGD FD
|
636
|
IS
|
|
|
FEDERATED GOVT OBLIGATIONS TAX-MGD FD
|
637
|
SS
|
12/1/2004
|
|
FEDERATED GOVERNMENT RESERVES FUND
|
970
|
A
|
|
|
FEDERATED GOVERNMENT RESERVES FUND
|
971
|
B
|
|
|
FEDERATED GOVERNMENT RESERVES FUND
|
972
|
C
|
|
|
FEDERATED GOVERNMENT RESERVES FUND
|
807
|
P
|
|
|
FEDERATED GOVERNMENT RESERVES FUND
|
973
|
F
|
7/1/2004
|
|
FEDERATED MASSACHUSETTS MUNI CASH TR
|
823
|
CS
|
|
|
FEDERATED MASSACHUSETTS MUNI CASH TR
|
51
|
WS
|
|
|
FEDERATED MASSACHUSETTS MUNI CASH TR
|
87
|
SS
|
7/1/2004
|
|
FEDERATED INSTITUTIONAL MMKT MGMT
|
136
|
CAP
|
|
|
FEDERATED INSTITUTIONAL MMKT MGMT
|
349
|
EAG
|
|
|
FEDERATED INSTITUTIONAL MMKT MGMT
|
58
|
IS
|
|
|
FEDERATED INSTITUTIONAL MMKT MGMT
|
219
|
SS
|
|
|
FEDERATED INSITUTIONAL PRIME OBLIGATIONS FUND
|
10
|
IS
|
|
|
FEDERATED INSITUTIONAL PRIME OBLIGATIONS FUND
|
143
|
CAP
|
|
|
FEDERATED INSITUTIONAL PRIME OBLIGATIONS FUND
|
396
|
SS
|
7/1/2004
|
|
FEDERATED MUNICIPAL OBLIGATIONS FUND
|
858
|
CAP
|
|
|
FEDERATED MUNICIPAL OBLIGATIONS FUND
|
821
|
CS
|
|
|
FEDERATED MUNICIPAL OBLIGATIONS FUND
|
820
|
CII
|
|
|
FEDERATED MUNICIPAL OBLIGATIONS FUND
|
852
|
WS
|
|
|
FEDERATED MUNICIPAL OBLIGATIONS FUND
|
839
|
IV
|
|
|
FEDERATED MUNICIPAL OBLIGATIONS FUND
|
855
|
SS
|
|
|
FEDERATED MUNICIPAL OBLIGATIONS FUND
|
833
|
AS
|
7/1/2004
|
|
FEDERATED NEW YORK MUNI CASH TRUST
|
878
|
CS
|
|
|
FEDERATED NEW YORK MUNI CASH TRUST
|
12
|
SS
|
|
|
FEDERATED NEW YORK MUNI CASH TRUST
|
825
|
WS
|
|
|
FEDERATED NEW YORK MUNI CASH TRUST
|
111
|
CII
|
7/1/2004
|
|
FEDERATED PENNSYLVANIA MUNI CASH TR
|
8
|
SS
|
|
|
FEDERATED PENNSYLVANIA MUNI CASH TR
|
150
|
CS
|
|
|
FEDERATED PENNSYLVANIA MUNI CASH TR
|
644
|
WS
|
7/1/2004
|
|
FEDERATED PRIME CASH OBLIGATIONS FD
|
857
|
CAP
|
|
|
FEDERATED PRIME CASH OBLIGATIONS FD
|
911
|
CII
|
|
|
FEDERATED PRIME CASH OBLIGATIONS FD
|
851
|
WS
|
|
|
FEDERATED PRIME CASH OBLIGATIONS FD
|
854
|
SS
|
|
|
FEDERATED PRIME CASH OBLIGATIONS FD
|
909
|
AS
|
|
|
FEDERATED PRIME CASH OBLIGATIONS FD
|
914
|
R
|
|
|
FEDERATED PRIME CASH OBLIGATIONS FD
|
913
|
CS
|
|
|
FEDERATED PRIME CASH OBLIGATIONS FD
|
915
|
TR
|
|
|
FEDERATED PRIME CASH OBLIGATIONS FD
|
485
|
AVR
|
7/1/2004
|
|
FEDERATED INSTITUTIONAL PRIME VAL OBL
|
859
|
CAP
|
|
|
FEDERATED INSTITUTIONAL PRIME VAL OBL
|
853
|
IS
|
|
|
FEDERATED INSTITUTIONAL PRIME VAL OBL
|
856
|
SS
|
7/1/2004
|
|
FEDERATED TAX-FREE OBLIGATIONS FUND
|
15
|
WS
|
|
|
FEDERATED TAX-FREE OBLIGATIONS FUND
|
397
|
SS
|
|
|
FEDERATED TAX-FREE OBLIGATIONS FUND
|
486
|
AVR
|
7/1/2004
|
|
FEDERATED INSTITUTIONAL TX-FREE CSH TR
|
42
|
IS
|
|
|
FEDERATED INSTITUTIONAL TX-FREE CSH TR
|
73
|
PRM
|
7/1/2004
|
|
FEDERATED TREASURY OBLIGATIONS FUND
|
115
|
AS
|
|
|
FEDERATED TREASURY OBLIGATIONS FUND
|
862
|
CAP
|
|
|
FEDERATED TREASURY OBLIGATIONS FUND
|
68
|
IS
|
|
|
FEDERATED TREASURY OBLIGATIONS FUND
|
398
|
SS
|
|
|
FEDERATED TREASURY OBLIGATIONS FUND
|
702
|
TR
|
7/1/2004
|
|
FEDERATED TR FOR U.S. TRSY OBLIGATIONS
|
54
|
CS
|
|
|
FEDERATED TR FOR U.S. TRSY OBLIGATIONS
|
52
|
CII
|
|
|
FEDERATED TR FOR U.S. TRSY OBLIGATIONS
|
59
|
IS
|
7/1/2004
|
|
FEDERATED U.S. TREASURY CASH RSV
|
632
|
SS
|
|
|
FEDERATED U.S. TREASURY CASH RSV
|
125
|
IS
|
7/1/2004
|
|
FEDERATED VIRGINIA MUNI CASH TRUST
|
287
|
SS
|
|
|
FEDERATED VIRGINIA MUNI CASH TRUST
|
898
|
CS
|
|
|
COLLECTIVE TRUSTS
|
|
|
|
|
CAPITAL PRESERVATION FUND
|
4
|
ISP
|
|
|
CAPITAL PRESERVATION FUND
|
25
|
RP
|
|
|
CAPITAL PRESERVATION FUND
|
26
|
SP
|
|
|
CAPITAL PRESERVATION FUND
|
27
|
YP
|
|
|
CAPITAL PRESERVATION FUND
|
35
|
R6P
|
|
|
CAPITAL PRESERVATION FUND
|
40
|
IP
|
|
|
INSTITUTIONAL FIXED INCOME FUND
|
45
|
|
|
|
|
|
|
State Street Bank and Trust Company
|
By each of the Federated Funds Set forth on Exhibit A.
|
|
|
|
|
|
|
|
|
|
|
By: /s/ Andrew Erickson
|
By: /s/ Peter J. Germain
|
|
|
Name: Andrew Erickson
|
Name: Peter J. Germain
|
|
|
Title: Executive Vice President
|
Title: Secretary
|
|
|
OUTREACH
SERVICES
The Transfer Agent shall provide the Outreach
Services described below to assist the Fund in locating lost shareholders and re-establishing contact with inactive shareholders
thereby reducing the number of escheated accounts.
The Transfer Agent and/or its third-party subcontractor
(the “Outreach Subcontractor”) shall provide the following Outreach Services:
-
Identify all accounts where 'date of last contact' exceeds two
years and include these in the Transfer Agent’s UPA database
-
Mail contact letters to inactive accounts requesting the dealer
and/or shareholder to contact Transfer Agent to keep their account in an active status.
-
In order to capture contact, maintain a dedicated secure web
site, a dedicated toll free number and letter barcoding for auto-indexing for the Federated Funds
-
Identify all RPO accounts unresponsive to the two required SEC
searches, accounts reflecting outstanding checks, and accounts that have been unresponsive to a contact mailing.
-
Send a file of these accounts to the Outreach Subcontractor for
discretionary search and research purposes to identify the shareholder as deceased. If the beneficiary is located, accounts will
follow the Outreach Subcontractor's legal claimant process.
-
Mail a confirmation letter for RPO accounts and outstanding checks
to newly located address instructing owners to contact Transfer Agent to update their account
-
Provide Standard Summary Reports to the Fund upon completion
of the outreach services detailing the results of the effort.
Outreach Subcontractor. As of
the date of the Agreement, the Outreach Subcontractor is Venio LLC d/b/a Keane.
Fees. In consideration of the
performance of the Outreach Services by the Transfer Agent and/or the Outreach Subcontractor, the Funds shall pay the Transfer
Agent the Outreach Service fees set forth on Schedule 3.1 to the Agreement (in addition to the Core Escheatment Service Fees set
forth in such Schedule 3.1).
Liability for Outreach Services.
The Transfer Agent's aggregate liability under this Exhibit B with respect to or arising from the provision of the Outreach Services
under this Exhibit, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed the Annual Base Fee for
the Outreach Services as set forth on Schedule 3.1 to the Agreement. For the avoidance of doubt, this section does not apply to
any liability with respect to or arising from the provision of the Core Escheatment Services provided under the Agreement, which
shall be governed by the terms of the Agreement.
Termination of Outreach Services.
This Exhibit B with respect to the Outreach Services may be terminated by either party without cause by giving the other party
at least thirty (30) days' written notice of its intention to terminate, and shall terminate automatically upon termination of
the Agreement.
SCHEDULE
2.1
SERVICE LEVEL STANDARDS
[ ]
SCHEDULE 2.2(11)
CHECKWRITING SERVICES SUPPORT
(i) Upon receipt
of checkwriting signature cards, code the appropriate Shareholder account on Transfer Agent’s recordkeeping systems for checkwriting
services, order appropriate checkbook products through MICR’s online checkbook ordering system, and process the signature
card, including manually inserting the fourteen-digit account number for such Shareholder on each such signature card, scanning
such signature card into the Automated Work Distributor system (“AWD”) and sending the original signature card to United
Missouri Bank, N.A. (“UMB”) for safekeeping;
(ii) Utilize
UMB Direct system for daily settlement with UMB of checks presented against a Shareholder’s account, transmitting the aggregate
settlement amount for all check presentments on each business day on which UMB is open for business, less the amount of any check
presentments rejected from the prior business day;
(iii) Utilize
UMB’s systems for review of accounts and processing of items rejected by UMB;
(iv) In accordance
with Proper Instructions, place stop payment orders on specified checks utilizing the online systems of UMB;
(v) Provide
information to UMB, on each business day, as to the current collected balance in specified Shareholder accounts;
(vi) With
respect to checks that are rejected by UMB for reasons other than insufficient Shareholder account balance, perform the following
services each business day, as applicable:
(A) For checks
with faulty MICR encoding, incorrect formatting (1) perform a search of the Fund’s records, maintained on Transfer Agent’s
recordkeeping systems, for open Shareholder accounts matching the available identifying Shareholder information on such check and
(x) if no corresponding Shareholder account can be located, generate and send a report of such item to UMB, (y) if a corresponding
Shareholder account can be located and the account of the Shareholder has a sufficient balance against which to process such check,
instruct UMB to pay such check and (z) if a corresponding Shareholder account can be located and the account of the Shareholder
does not have a sufficient balance against which to process such check, instruct UMB to return such check to the Shareholder, (2)
review each item to determine the cause of the rejection and perform the following additional steps (x) if the cause was incorrect
formatting or faulty MICR data, and the shareholder utilized a third party vendor or software platform, inform the Shareholder
of the problem and advise the Shareholder to destroy remaining check stock, and, if requested by the Shareholder, order a new checkbook
for such Shareholder and (y) if the cause was due to a check being written by a Shareholder against a Fund that no longer offers
checkwriting privileges, inform the client of the problem and advise the client to destroy remaining check stock.
(B) For checks
that are reported as duplicate check entries, (1) if the check can be viewed on UMB’s on-line system, view the check on-line
in order to determine whether they are duplicative and (x) if not duplicative, confirm whether the Shareholder’s account
has a sufficient balance to honor the check and, if so, instruct UMB to pay the check, (y) if not duplicative, confirm whether
the Shareholder’s account has a sufficient balance to honor the check and, if not, instruct UMB to reject the check, and
(z) if duplicative, instruct UMB to reject the check, and (2) if the check cannot be viewed on UMB’s on-line systems, contact
the financial intermediary through which the Shareholder is transacting, if applicable, or the Shareholder if no financial intermediary
is involved, and verify whether the potentially duplicative check is legitimate and (x) if verified to be legitimate by either
such means, instruct UMB to pay such check and manually deduct the amount of such check from the Shareholder’s account for
settlement with UMB on the next business day, (y) if the Shareholder or financial intermediary indicates that the check is forged
or fraudulent, instruct UMB to reject the check and report the matter to the risk management function within Federated Services
Company and (z) if the Shareholder or financial intermediary cannot be contacted, present the check for further review.
(vii) With respect
to checks that are rejected by UMB for reasons of insufficient Shareholder account balance (“NSF Checks”), perform
the following services each business day, as applicable:
|
(A)
|
With respect to NSF Checks written by Shareholders whose accounts are maintained (x) by a broker/dealer
that has executed an indemnity in favor of Transfer Agent in form and substance satisfactory to Transfer Agent (“Brokers”)
and (y) by Federated Securities Corp. (“FSC”):
|
|
(1)
|
Compile a daily list of NSF Checks, sorted by Broker name (including FSC, as applicable), and transmit
such list to the respective Broker (including FSC, as applicable);
|
|
(2)
|
Accept instructions from such Brokers (including FSC, as applicable) until 12:30 p.m. (Eastern)
on each business day as to the disposition of each such NSF Check (the “Pay or Bounce Instructions”);
|
|
(3)
|
Transmit all Pay or Bounce Instructions received by 12:30 p.m. (Eastern) on such business day to
UMB by 1:00 p.m. (Eastern) on such business day;
|
|
(4)
|
Create a same day wire purchase, or perform a current day transfer or exchange, in accordance with
instructions specified in each Pay or Bounce Instruction (the “Deficit True-Up Transaction”), and post this information
to the “Trade Pending” status information field on Transfer Agent’s recordkeeping systems;
|
|
(5)
|
Confirm settlement of each Deficit True-Up Transaction (either receipt of wire or processing of
transfer or exchange);
|
|
(6)
|
Create a checkwriting redemption against the “Trade Pending” status information field
on the Transfer Agent’s recordkeeping systems; and
|
|
(7)
|
In the event that an additional checkwriting check is presented against a Shareholder account on
the date an NSF Check for such Shareholder and with respect to which the Pay or Bounce Instruction has already been given, submit
a “Resubmittal” report to the applicable Broker (including FSC, as applicable), indicating the new Shareholder account
balance after giving effect to the prior Pay or Bounce Instruction.
|
|
(B)
|
With respect to NSF Checks written by Shareholders whose accounts are maintained by a broker/dealer
that has not executed an indemnity in favor of Transfer Agent, instruct UMB to bounce or reject such NSF Check.
|
SCHEDULE 2.2(12)
DEBIT CARD
SERVICES/ACH TRANSACTIONS SUPPORT
(i) Upon receipt
of applications for debit card services, code the appropriate Shareholder account on Transfer Agent’s recordkeeping systems
for debit card services and process the application, including manually inserting the fourteen-digit account number for such Shareholder
on the application, scanning such application into the AWD and sending a copy of the application to UMB;
(ii) Utilize
UMB Direct system for daily settlement with UMB of debit card transactions presented against a Shareholder’s account, transmitting
the aggregate settlement amount for all such presentments on each business day on which UMB is open for business;
(iii) Utilize
UMB’s systems for review of accounts and processing of items rejected by UMB;
(iv) Review daily
reject reports from UMB and make any and all necessary adjustments to Shareholder accounts.
(B) Automated
Clearing House System (“ACH”) Transactions. Transfer Agent will provide the following services in support of ACH transactions:
(i) Utilize UMB
Direct system for daily settlement with UMB of ACH transactions presented against a Shareholder’s account, transmitting the
aggregate settlement amount for all ACH transactions on each business day on which UMB is open for business, less the amount of
any ACH transactions rejected from the prior business day; and
(iii) Utilize
UMB’s systems for review of accounts and processing of ACH transaction items rejected by UMB.
It is recognized that there are electronic
alternatives to traditional paper checks, including those transactions processed through the ACH. The settlements referred to in
(B)(I) and (B)(ii) of this Schedule 2.2(12), together with any such electronic checks processed as ACH transactions, will
be included in daily settlement amounts communicated between Transfer Agent and UMB under Schedule 2.2(11), and processing
of these transactions will otherwise be handled according to the terms of such Schedule 2.2(11).
SCHEDULE 3.1
[ ]
SCHEDULE 3.2
[ ]
SCHEDULE 10.2
INFORMATION
SECURITY SCHEDULE
All capitalized terms not defined
in this Information Security Schedule (this “Security Schedule”) shall have the meanings ascribed to them in the Transfer
Agency and Service Agreement by and between Transfer Agent and each of the funds listed on Exhibit A thereto (each such fund, or
series thereof, severally, and not jointly, the “Fund”) dated January 31, 2017 (the “Agreement”).
Transfer Agent and Fund hereby
agree that Transfer Agent shall maintain and comply with an information security policy (“Security Policy”) that satisfies
the requirements set forth below; provided, that, because information security is a highly dynamic space (where laws, regulations
and threats are constantly changing), Transfer Agent reserves the right to make changes to its information security controls at
any time and at the sole discretion of Transfer Agent in a manner that it believes does not materially reduce the protection it
applies to Fund Data.
From time to time, Transfer
Agent may subcontract services performed under the Agreement (to the extent provided for under the Agreement) or provide access
to Fund Data or its network to a subcontractor or other third party; provided, that, such subcontractor or third party implements
and maintains security measures Transfer Agent believes are at least as stringent as those described in this Security Schedule.
For the purposes of this Schedule
“prevailing industry practices and standards” refers to standards among financial institutions, including mutual funds,
and third parties providing financial services to financial institutions.
The objective of Transfer Agent’s
Security Policy and related information security program is to implement data security measures consistent in all material respects
with applicable prevailing industry practices and standards (“Objective”). In order to meet such Objective, Transfer
Agent uses commercially reasonable efforts to:
|
a.
|
Protect the privacy, confidentiality, integrity, and availability of all
confidential data and information disclosed by or on behalf of Fund to, or otherwise comes into the possession of Transfer Agent,
in connection with the provision of services under the Agreement and to the extent the same is deemed confidential information
under the terms of the Agreement (collectively, “Fund Data”). For the avoidance of doubt, and without limiting the
foregoing, “Fund Data” includes all Confidential Information of the Fund and its agents or service providers, including,
without limitation all “Customer Information,” as contemplated in the Agreement;
|
|
b.
|
Protect against accidental, unauthorized, unauthenticated or unlawful access,
copying, use, processing, disclosure, alteration, transfer, loss or destruction of the Fund Data;
|
|
c.
|
Comply with applicable governmental laws, rules and regulations that are
relevant to the handling, processing and use of Fund Data by Transfer Agent in accordance with the Agreement; and
|
|
d.
|
Implement customary administrative, physical, technical, procedural and
organizational safeguards.
|
|
e.
|
Implement means and technology to encrypt Fund Data, mutually acceptable
between the Fund and Transfer Agent, while in transit to and from Transfer Agent.
|
|
a.
|
Risk Assessment - Transfer Agent shall, at least annually, perform
risk assessments that are designed to identify material threats (both internal and external) against Fund Data, the likelihood
of those threats occurring and the impact of those threats upon the Transfer Agent organization to evaluate and analyze the appropriate
level of information security safeguards (“Risk Assessments”).
|
|
b.
|
Risk Mitigation - Transfer Agent shall use commercially reasonable
efforts to manage, control and remediate any threats identified in the Risk Assessments that it believes are likely to result in
material unauthorized access, copying, use, processing, disclosure, alteration, transfer, loss or destruction of Fund Data, consistent
with the Objective, and commensurate with the sensitivity of the Fund Data and the complexity and scope of the activities of Transfer
Agent pursuant to the Agreement.
|
|
c.
|
Security Controls Testing - Transfer Agent shall, on approximately
an annual basis, engage an independent external party to conduct periodic reviews of Transfer Agent’s information security
practices. Transfer Agent shall have a process to review and evaluate high risk findings resulting from this testing.
|
|
3.
|
Security Controls. Annually, upon Fund’s reasonable request,
Transfer Agent shall provide Fund’s Chief Information Security Officer or his or her designee with a copy of its corporate
information security controls that form the basis for Transfer Agent’s Security Policy and an opportunity to discuss
Transfer Agent’s information security measures, and a high level summary of any vulnerability testing conducted by Transfer
Agent on its information security controls, with a qualified member of Transfer Agent’s information technology management
team. Transfer Agent shall review its Security Policy annually.
|
|
4.
|
Organizational Security.
|
|
a.
|
Responsibility - Transfer Agent shall assign responsibility for information
security management to qualified personnel only.
|
|
b.
|
Access - Transfer Agent shall permit only those personnel performing
roles supporting the provision of services under the Agreement to access Fund Data.
|
|
c.
|
Confidentiality - Transfer Agent personnel who have accessed or otherwise
been made known of Fund Data shall maintain the confidentiality of such information in accordance with the terms of the Agreement.
|
|
d.
|
Training - Transfer Agent will provide information security training
to its personnel on approximately an annual basis.
|
|
a.
|
Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund
Data.
|
|
b.
|
External Hosting Facilities – Transfer Agent shall implement
controls, consistent with applicable prevailing industry practices and standards, regarding the collection, use, storage and/or
disclosure of Fund Data by an external hosting provider.
|
|
a.
|
Securing Physical Facilities - Transfer Agent shall maintain systems
located in Transfer Agent facilities that host Fund Data or provide services under the Agreement in an environment that is designed
to be physically secure and to allow access only to authorized individuals. A secure environment includes the availability of onsite
security personnel on a 24 x 7 basis or equivalent means of monitoring locations supporting the delivery of services under the
Agreement.
|
|
b.
|
Physical Security of Media - Transfer Agent shall implement controls,
consistent with applicable prevailing industry practices and standards, that are designed to deter the unauthorized viewing, copying,
alteration or removal of any media containing Fund Data. Removable media on which Fund Data is stored by Transfer Agent (including
thumb drives, CDs, and DVDs, and PDAS) will be encrypted based on Transfer Agent encryption policies.
|
|
c.
|
Media Destruction - Transfer Agent shall destroy removable media
and any mobile device (such as discs, USB drives, DVDs, back-up tapes, laptops and PDAs) containing Fund Data or use commercially
reasonable efforts to render Fund Data on such physical media unintelligible if such media or mobile device is no longer intended
to be used. All backup tapes that are not destroyed must meet the level of protection described in this Security Schedule until
destroyed or rendered irretrievable.
|
|
d.
|
Paper Destruction - Transfer Agent shall shred all paper waste containing
Fund Data and dispose in a secure and confidential manner making it unrecoverable.
|
|
7.
|
Communications and Operations Management.
|
|
a.
|
Network Penetration Testing - Transfer Agent shall, on approximately
an annual basis, contract with an independent third party to conduct a network penetration test on its network having access to
or holding or containing Fund Data. Transfer Agent shall have a process to review and evaluate high risk findings resulting from
this testing.
|
|
b.
|
Data Protection During Transmission - Transfer Agent shall encrypt,
using an industry standard encryption algorithm, personally identifiable Fund Data when such
data is transmitted.
|
|
c.
|
Data Loss Prevention - Transfer Agent shall implement a data leakage
program that is designed to identify, detect, monitor and document Fund Data leaving Transfer Agent’s control without authorization
in place.
|
|
d.
|
Malicious Code – Transfer Agent shall implement controls that
are designed to detect the introduction or intrusion of malicious code on information systems handling or holding Fund Data and
implement a process for removing said malicious code from information systems handling or holding Fund Data.
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a.
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Authorized Access - Transfer Agent shall have controls that are designed
to maintain the logical separation such that access to systems hosting Fund Data and/or being used to provide services to Fund
will uniquely identify each individual requiring access, grant access only to authorized personnel based on the principle of least
privileges, and prevent unauthorized access to Fund Data.
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|
b.
|
User Access - Transfer Agent shall have a process to promptly disable
access to Fund Data by any Transfer Agent personnel who no longer requires such access. Transfer Agent will also promptly remove
access of Fund personnel upon receipt of notification from Fund.
|
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c.
|
Authentication Credential Management - Transfer Agent shall communicate
authentication credentials to users in a secure manner, with a proof of identity check of the intended users.
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d.
|
Multi-Factor Authentication for Remote Access - Transfer Agent shall
use multi factor authentication and a secure tunnel, or another strong authentication mechanism, when remotely accessing Transfer
Agent’s internal network.
|
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9.
|
Use of Laptop and Mobile Devices in connection with the Agreement.
|
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a.
|
Encryption Requirements – Transfer Agent will not locally store
Fund Data on any laptops or mobile devices (e.g., Blackberries, PDAs) managed by Transfer Agent.
|
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b.
|
Secure Storage - Transfer Agent shall require that all laptops and
mobile devices be securely stored whenever out of the personnel’s immediate possession.
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|
c.
|
Inactivity Timeout - Transfer Agent shall employ access and password
controls as well as inactivity timeouts of no longer than fifteen (15) minutes on laptops, desktops and mobile devices managed
by Transfer Agent and used by Transfer Agent’s personnel.
|
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10.
|
Information Systems Acquisition Development and Maintenance.
|
|
a.
|
Fund Data – Fund Data shall only be used by Transfer Agent
for the purposes specified in the Agreement.
|
|
b.
|
Virus Management - Transfer Agent shall maintain a malware protection
program designed to deter malware infections, detect the presence of malware within the Transfer Agent environment.
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11.
|
Incident Event and Communications Management.
|
|
a.
|
Incident Management/Notification of Breach - Transfer Agent shall
develop, implement and maintain an incident response plan that specifies actions to be taken when Transfer Agent or one of its
subcontractors suspects or detects that a party has gained material unauthorized access to Fund Data or systems or applications
containing any Fund Data (the “Response Plan”). Such Response Plan shall include the following:
|
i.
Escalation Procedures - An escalation procedure that includes notification to senior managers and appropriate reporting
to regulatory and law enforcement agencies. This procedure shall provide for reporting of incidents that compromise the confidentiality
of Fund Data (including backed up data) to Fund via telephone or email (and provide a confirmatory notice in writing as soon as
practicable); provided that the foregoing notice obligation is excused for such period of time as Transfer Agent is prohibited
by law, rule, regulation or other governmental authority from notifying Fund.
ii.
Incident Reporting - Transfer Agent will use commercially reasonable efforts to promptly furnish to Fund information
that Transfer Agent has regarding the general circumstances and extent of such unauthorized access to the Fund Data.
|
iii.
|
Investigation and Prevention - Transfer Agent shall reasonably assist
Fund in investigating of any such unauthorized access and shall use commercially reasonable efforts to:
|
(A) cooperate with Fund in its
efforts to comply with statutory notice or other legal obligations applicable to Fund or its clients arising out of unauthorized
access and to seek injunctive or other equitable relief; (B) cooperate with Fund in litigation and investigations against third
parties reasonably necessary to protect its proprietary rights; and (C) take reasonable actions necessary to mitigate loss from
any such authorized access.
August 23, 2018
Peter J. Germain, Esq.
General Counsel
Federated Investors, Inc.
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222
RE: Transfer Agency
and Service Agreement among Federated Funds and State Street
Dear Mr. Germain,
At your request, this letter
is intended to clarify certain aspects of the Transfer Agency and Service Agreement dated as of January 31, 2017, by and between
each of the Federated Funds set forth on Exhibit A of that Agreement (the “Funds”) and State Street Bank
and Trust Company (“State Street”), as amended from time to time (the “Agreement”).
As you may know, Section
15.1 of the Agreement allows State Street to subcontract, without the consent of the Funds, its performance under the Agreement
to Boston Financial Data Services, Inc. (“Boston Financial”), provided, however, that State Street remains
fully responsible to the Fund for the acts and omissions of Boston Financial as it is for its own acts and omissions under the
Agreement.
We understand that the
recent changes in the ownership structure of Boston Financial may be a cause of concern to the Funds, wherein: (i) Boston Financial
changed its corporate name to DST Asset Manager Solutions, Inc. (“DST AMS”) following the March 2017
acquisition by DST Systems, Inc. of the remaining ownership interest in Boston Financial and (ii) SS&C Technologies Holdings,
Inc. (“SS&C”) acquired 100% of the ownership interest in DST Systems, Inc., the parent company of
DST AMS (the “SS&C Purchase”), in April 2018.
State Street confirms to
the Funds that it will continue to delegate the services under the Agreement to DST AMS, which is now a subsidiary of SS&C,
until the Agreement terminates by its terms or upon agreement by the parties thereto. Further, pursuant to Section 15.1 of the
Agreement, and not-withstanding Section 15.2 of the Agreement, State Street will continue to be fully responsible to the Funds
for the acts and omissions of DST AMS as it is for its own acts and omissions under the terms of the Agreement. State Street views
all other terms of the Agreement as it has been amended over time as continuing to remain in force and effect.
State Street’s Third
Party Risk Management (TPRM) program assesses, monitors and manages the potential risks inherent to third party providers throughout
the lifecycle of each applicable engagement, consistent with compliance and regulatory requirements. DST AMS as a Third Party Service
Provider is required to successfully complete this process to provide Transfer Agency services to State Street clients. State Street’s
TPRM program framework is comprised of five mandatory components: Planning, Due Diligence, Contract Negotiation, Ongoing Monitoring
and Termination. Each component requires activities that support the goal of managing applicable third party risk dimensions throughout
the duration of the engagement.
In addition to the Third
Party Service Provider requirements listed above, State Street also utilizes the Transfer Agency Governance and Oversight Committee
(TAGOC) to provide additional oversight for subcontracted Transfer Agency work for regulated activities. Oversight includes review
of Key Performance Indicators, Compliance with Regulatory Obligations and Issue escalation. State Street oversees DST AMS through
this governance body.
I trust that the foregoing
clarification is helpful to you. Please provide your acknowledgement and acceptance of this clarification by signing below. Please
feel free to contact me if you have any questions. Thank you.
Sincerely,
/s/ Jane Kirkland
Jane Kirkland
Senior Vice
President
Acknowledged and accepted by each of the Federated
Funds Set forth on Exhibit A to the Agreement (other than collective trusts) severally and not jointly:
By: /s/ Peter
J. Germain
Name: Peter
J. Germain
Title: Chief
Legal Officer
VENDOR MANAGEMENT
KEY VENDOR
MANAGEMENT PROVISIONS CHECKLIST
[ ]
Exhibit 28 h (3) under Form N-1A
Exhibit (10) under Item 601/Reg. S-K
SECOND AMENDED AND RESTATED
AGREEMENT
for
ADMINISTRATIVE SERVICES
This Second Amended and Restated Agreement
for Administrative Services (the “Agreement”) is made, severally and not jointly, as of September 1, 2017, by
each of the registered investment companies listed on Exhibit A hereto, each having its principal office and place of business
at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086 (collectively, the “Investment Company”), and FEDERATED
ADMINISTRATIVE SERVICES, a Delaware statutory trust, having its principal office and place of business at Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779 (“FAS”). The Agreement amends and restates in its entirety that Amended
and Restated Agreement for Administrative Services by and between the Investment Company and FAS dated September 1, 2012, as amended,
(the “Superseded Agreement”).
WHEREAS, each investment company
subject to this Agreement is registered as a management investment company under the Investment Company Act of 1940, as amended
(the “1940 Act”), with authorized and issued shares of capital stock or beneficial interest (“Shares”);
WHEREAS, certain investment companies
subject to this Agreement are “series companies” as defined in Rule 18f-2 under the 1940 Act and, as used in this Agreement,
the term “Fund” refers to either (i) an individual portfolio of such a series company or (ii) an investment
company that is not organized as a series company, and the term “Funds” refers to all such portfolios and investment
companies, collectively;
WHEREAS, Shares of each Fund may
be subdivided into classes (each a “Class”) as provided in Rule 18f-3 under the 1940 Act;
WHEREAS, the Investment Company
wishes to appoint FAS as its administrator to provide it with Administrative Services (as herein defined) and FAS desires to accept
such appointment;
WHEREAS, Investment Company and
FAS are parties to the Superseded Agreement with respect to the subject matter hereof; and
WHEREAS, Investment Company and
FAS desire to amend the Superseded Agreement by amending and restating the same in its entirety on the terms set forth herein;
NOW THEREFORE, in consideration
of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
Article 1. Appointment.
The Investment Company hereby appoints FAS
as Administrator for the period on the terms and conditions set forth in this Agreement. FAS hereby accepts such appointment and
agrees to furnish the services set forth in Article 2 of this Agreement in return for the compensation set forth in Article 5 of
this Agreement.
Article 2. FAS Duties.
As Administrator, and subject to the supervision and control
of the Investment Company’s Board of Trustees/Directors (the “Board”), FAS will provide facilities, equipment,
and personnel to perform or cause to be performed the following “Administrative Services” for operation of the
business and affairs of the Investment Company and each of its Funds and any additional Administrative Services that FAS shall
agree in writing to perform, or cause to be performed, for the Investment Company from time to time:
A. LEGAL AND COMPLIANCE ADMINISTRATIVE SERVICES
|
1.
|
Prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the charter
documents, the by-laws and minutes of meetings of the Board, Board Committees and Shareholders.
|
|
2.
|
Prepare and file with the Securities and Exchange Commission (the “SEC”) and the appropriate state securities
authorities: (i) the registration statements for the Investment Company and the Investment Company's Shares and all amendments
thereto, (ii) annual and semi-annual reports to shareholders and other applicable regulatory reports and communications,; (iii) proxy
materials; (iv) notices pursuant to Rule 24f-2; and (v) such other documents all as may be necessary to enable the Investment Company
to continuously offer its shares.
|
|
3.
|
Prepare and administer contracts on behalf of the Investment Company and supervise relationships with the Investment Company’s
other service providers, including , the Investment Company's investment advisers, sub-advisers, fund accountants, custodians,
transfer agents and distributors, subject to any terms and conditions established by the Board and the requirements of the 1940
Act, such supervision may include the engagement of outside consultants from time to time, at FAS’s expense, to review the
relationship contracts and recommend changes designed to reduce Fund expenses.
|
|
4.
|
Provide due diligence of the Investment Company’s other service providers, including , the Investment Company's investment
advisers, sub-advisers, fund accountants, custodians, transfer agents and distributors, to the extent not otherwise provided by
the Investment Company’s other service providers.
|
|
5.
|
Arrange for and attend shareholders’ meetings; prepare the Investment Company’s representatives
who will attend shareholder meetings and all necessary materials in connection with such meetings including, without limitation,
a written script for such meetings, minutes and any follow-up documents.
|
|
6.
|
Provide the Investment Company with legal guidance with respect to its regulated activities, including prospectus disclosures,
investment activities, affiliated transactions, investment in senior securities, sales, redemptions and exchanges, distribution
of income and capital gains, distribution of Shares, board composition, code of ethics, fidelity bond, custodial services and service
provider contracts and the general application of securities laws and regulations to the Investment Company’s business and
provide or arrange for all other legal services that constitute Administrative Service required by the Investment Company and not
otherwise provided for under this Agreement (it being understood that various legal services will be provided to the Investment
Company, the Board and the Independent Trustees at the expense of the Investment Company, as described herein).
|
|
7.
|
Supervise outside legal counsel retained at the expense of the Investment Company with respect to litigation brought by the
Investment Company and against the Investment Company and negotiate litigation settlements and pre-litigation settlements and work-out
arrangements.
|
|
8.
|
Obtain the required documentation to be filed in connection with any lawsuits against the Investment Company and provide information
and expertise on administrative matters affecting such litigation.
|
|
9.
|
Supervise outside legal counsel retained at the expense of the Investment Company with respect to, and review all contracts,
filings and required documentation concerning, the acquisition of other investment companies or the liquidation of the Fund; provide
guidance on the manner such transactions should be structured to comply with applicable law and obtain at the Investment Company’s
expense, legal opinions and regulatory authority rulings necessary for such transactions to comply with applicable law.
|
|
10.
|
Seek formal guidance from regulatory authorities concerning the application of various regulations to the Investment Company
and seek exemptive relief, where appropriate.
|
|
11
|
Subject to the Board’s direction, coordinate meetings of the Board (and its committees), including: (i) the creation
of notices, agendas, legal memoranda and administrative reports, and (ii) the review and compilation of other materials prepared
by the Investment Company’s adviser, distributor, portfolio accountant, custodian, transfer agent, auditor, independent counsel
or other service providers to support the Board’s discussions and actions taken.
|
|
12.
|
Negotiate and secure for the Investment Company and its directors and officers: (i) a fidelity bond in an amount that
is at least adequate to satisfy the requirements of the 1940 Act, (ii) directors and officer’s coverage and (iii) professional
liability or errors and omissions coverage, in each case, under terms that are acceptable to the Board.
|
|
13.
|
Monitor changes in applicable regulations and make corresponding changes in, or develop new, policies and procedures for the
Fund or for the applicable service provider.
|
|
14.
|
Prepare, review and negotiate standard forms of indentures, guarantees, agreements, certificates, confirmations and other documentation
relating to the legal terms of securities eligible for purchase by money market funds, provided that FAS shall not have any obligation
to: (i) provide any written legal opinions regarding such securities; or (ii) prepare, review or negotiate any document for which
a standard form has not been developed and accepted for use by the investment company industry.
|
|
15.
|
Perform the following “blue sky” services, either itself or through one or more affiliated or unaffiliated service
providers: (1) provide a system to monitor the total number of Shares of the Investment Company (and/or Class) sold in each State,
(2) monitor the total number of Shares of such Investment Company (and/or Class) sold in each State and, where appropriate, increase
the number of Shares registered in such State, (3) with respect to shareholders of the Investment Company whose shareholdings are
fully-disclosed on the transfer agent’s recordkeeping system, (a) identify those transactions and assets to be treated as
exempt from blue sky reporting for each State and (b) verify the classification of transactions for each State on the transfer
agent’s recordkeeping system, and (4) with respect to shareholders of the Investment Company whose shareholdings are not
fully-disclosed on the transfer agent’s recordkeeping system, rely upon information provided by the relevant financial intermediary
transacting for such holder of Shares in performing the obligations set forth in subsection (2) above.
|
|
16.
|
Provide compliance services, as directed by the Investment Company’s Chief Compliance Officer, which include monitoring
the Investment Company’s compliance with its policies and procedures, and with applicable federal, state and foreign securities
laws, and the rules and regulations thereunder, as applicable.
|
|
17.
|
Administer the Investment Company’s code of ethics.
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|
18.
|
Monitor the Investment Company’s compliance with its investment policies, objectives and restrictions as set forth in
its currently effective registration statement.
|
|
19.
|
Implement and maintain, together with affiliated companies, a business continuation and disaster recovery program for the Investment
Company.
|
|
20.
|
Assist the Investment Company in regulatory examinations, inspections or investigations of the Investment Company.
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|
21.
|
Provide the following administrative and compliance services with regard Commodity Futures Trading Commission (“CFTC”)
Rule 4.5 (as may be amended from time to time): (i) monitor the Investment Company’s compliance with the rule; (ii) with
respect to those Funds that are required under the rule to register as ‘commodity pools’ from time to time (the “Registered
Funds”) prepare, file and maintain the Registered Funds’ registrations with the CFTC or applicable self-regulatory
authority, as appropriate; (iii) with respect to those Funds that are subject to the rule but qualify for an exemption from registration
as ‘commodity pools’, prepare, file and monitor the companies’ exemptive filings with the CFTC or applicable
self-regulatory authority, as appropriate; (iv) in relation to the Registered Funds’ commodity pool status, prepare, file
and maintain the Registered Funds advisers’ registrations as ‘commodity pool operators’ (“CPOs”)
and prepare and file such reports as are required to be filed by the CPOs with the CFTC or applicable self-regulatory authority,
as appropriate; and (v) any additional administrative and compliance services with regard to the Investment Company’s and
CPOs’ CFTC Rule 4.5 activities, as directed by the Investment Company’s Chief Compliance Officer, from time to time
(collectively, “CFTC Rule 4.5 Administrative Services”).
|
|
B.
|
FINANCIAL ADMINISTRATIVE SERVICES
|
|
1.
|
Prepare and file the Investment Company’s tax returns.
|
|
2.
|
Evaluate and obtain custody services from a financial institution that meets the requirements of the 1940 Act.
|
|
3.
|
Compare, as applicable, the fund accountant’s calculation of the Investment Company’s net asset value, yield, dividends,
fund total return and performance and total assets with the fund accountant’s previous calculations and with changes in the
relevant securities market on a daily basis for reasonableness of changes.
|
|
4.
|
Review and compare, as applicable, the calculation of the Investment Company’s average maturity with the previous calculations
for reasonableness of changes.
|
|
5.
|
Evaluate and recommend the pricing services used by the Investment Company; participate in the fair valuation of portfolio
securities as required by the Investment Company’s fair valuation procedures; review and recommend changes to the Investment
Company’s fair valuation procedures.
|
|
6.
|
Compare the fund accountant’s calculations of the Investment Company’s undistributed net income balances with the
fund accountant’s previous calculations for reasonableness of changes.
|
|
7.
|
Perform daily reviews, as applicable, of the fund accountant’s shadow net asset value calculations with the previous
calculations for reasonableness of changes; notify designated parties, as necessary, of deviations in compliance with the Investment
Company’s Rule 2a-7 procedures, if any.
|
|
8.
|
Perform monthly comparison of the fund accountant’s performance calculations with previous calculations for reasonableness
of changes.
|
|
9.
|
Perform quarterly comparison of the fund accountant’s projected annual fund expenses with previous projections for reasonableness
of changes; prepare monthly budgets for specific expense categories to be used in monthly updates to the Investment Company’s
expense accruals and projections.
|
|
10.
|
Review fund expense reports prepared by the fund accountant; monitor compliance with the expense limits stated in the prospectus
fee tables, including disclosure regarding which expense categories should be accrued in addition to the expense limits.
|
|
11.
|
Coordinate and track the payment of all fund expenses by the Investment Company’s fund accountant.
|
|
12.
|
Compare the fund accountant’s calculation of dividend recommendations with previous recommendations for reasonableness
of changes; consult with portfolio managers concerning recommendations for fixed dividend resolution funds.
|
|
13.
|
Calculate and determine capital gain distributions, if any, for the Investment Company.
|
|
14.
|
Review the fund accountant’s calculations for shareholder tax reporting of AUM income percentages, state income percentages
and government income percentages.
|
|
15.
|
Monitor and confirm the Investment Company’s status as a regulated investment company under the current Internal Revenue
Code (“IRC”); monitor and confirm compliance with IRC section 817(h) diversification requirements, as applicable.
|
|
16.
|
Review and/or prepare, for shareholder tax reporting purposes, as applicable, (i) calculations for qualifying dividend income
(QDI), dividends received deduction (DRD), and interest-related and short-term capital gain dividends (QII), and (ii) IRC section
1250 gain amounts, as well as assessing compliance with various states’ threshold requirements for reporting certain tax
characteristics to shareholders in those states.
|
|
C.
|
OTHER ADMINISTRATIVE SERVICES
|
|
1.
|
Coordinate the layout, printing and electronic delivery of publicly disseminated prospectuses and shareholder reports, make
recommendations to improve their effectiveness or reduce expenses.
|
|
2.
|
Perform internal audit examinations in accordance with a charter adopted by the Investment Company.
|
|
3.
|
Monitor enterprise level risks associated with the services provided herein in accordance with a charter adopted by Investment
Company.
|
|
4.
|
Develop and recommend changes in the investment strategy and operation of the Investment Company that may be in the interest
of its Shareholders.
|
|
5.
|
Provide individuals reasonably acceptable to the Board for nomination, appointment, or election as the following officers of
the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as specified
in the Investment Company's charter documents and by-laws, subject to direction by the Investment Company’s Board: (i) the
president and principal executive officer, (ii) the treasurer and principal financial and accounting officer; (iii) the
secretary, and (iv) such other officers as are mutually agreeable.
|
|
6.
|
Monitor trading activity to help identify market timers and recommend policies to deter market timing.
|
|
7.
|
Review potential intermediary clients and existing intermediary clients as appropriate to determine/monitor the client’s
ability to adhere to the terms of any servicing agreement between the client and Investment Company.
|
|
8.
|
Review and recommend changes to the transfer agent’s policies and procedures to mitigate fraud, enhance shareholder services
or reduce expenses.
|
|
9.
|
Review and recommend changes to policies and procedures and operating processes designed to reduce Fund expenses.
|
|
10.
|
Respond to all inquiries or other communications from shareholders and other parties, not otherwise provided by the Investment
Company’s other service providers; if the inquiry is more properly responded to by another of the Investment Company’s
service providers, referring the individual making the inquiry to the appropriate person.
|
|
11.
|
Perform the following services, either itself or through its affiliate, Federated Shareholder
Services company; (i) select and perform due diligence regarding proposed new owners of omnibus accounts as proposed recordkeeping
agents for the Investment Company, (ii) enter into agreements as agent for the Investment Company, or any of them, substantially
in the form most recently approved by the Investment Company’s board, with the registered owners of omnibus accounts for
the provision of services necessary for the recordkeeping or sub-accounting of share positions held in underlying sub-accounts
(“Recordkeeping Agreements”), together with such changes thereto as may be agreed to by Company so long as such
changes do not (a) increase the fees payable by the Investment Company under the Recordkeeping Agreements, (b) alter the indemnity
obligations of the Investment Company owing to or from the Investment Company thereunder or (c) otherwise materially alter the
obligations of the Investment Company under the Recordkeeping Agreements, (iii) agree, on behalf of the Investment Company, to
make payments for services rendered under Recordkeeping Agreements out of the assets of the Investment Company in amounts not to
exceed the amounts determined from time to time by the Board of the Investment Company, and (iv) give instructions to the transfer
agent of the Investment Company (the “Transfer Agent”), for and on behalf of the Investment Company as “Proper
Instructions” of the Investment Company under and pursuant to the agreement for transfer agency services with the Transfer
Agent, to perform the services of Company and/or the Investment Company under each such Recordkeeping Agreement, excepting only
the indemnity obligations owning from the Investment Company or Company thereunder.
|
D. SUBCONTRACTORS
|
1.
|
FAS may without further consent on the part of the Investment Company at FAS’s own expense, subcontract for the performance
of Administrative Services with a sub-contractor selected by FAS. FAS shall be as fully responsible to the Investment Company for
the acts and omissions of any subcontractor as it is for its own acts and omissions.
|
|
2.
|
FAS shall upon instruction from the Investment Company subcontract for the performance of services under this Agreement with
an agent selected by the Investment Company, other than as described in D.1. above, provided, however, that FAS shall in no way
be responsible to the Investment Company for the acts and omissions of the agent and the expenses of such agent shall be the responsibility
of FAS or the Investment Company, as the parties may agree from time to time.
|
Article 3. Records.
FAS shall create and maintain all necessary
books and records in accordance with all applicable laws, rules and regulations, including but not limited to records required
by Section 31(a) of the 1940 Act, pertaining to the Administrative Services performed by it and not otherwise created and maintained
by another party pursuant to contract with the Investment Company. Where applicable, such records shall be maintained by FAS for
the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining to the Investment Company
which are in the possession of FAS shall be the property of the Investment Company. The Investment Company, or the Investment Company's
authorized representatives, shall have access to such books and records at all times during FAS's normal business hours. Upon the
reasonable request of the Investment Company, copies of any such books and records shall be provided promptly by FAS to the Investment
Company or the Investment Company's authorized representatives.
Article 4. Expenses.
|
A.
|
FAS shall be responsible for all expenses (i) expressly assumed by FAS under this Agreement; (ii) incurred in the ordinary
course of providing (or causing to be provided) the Administrative Services, including CFTC Rule 4.5 Administrative Services, to
the Investment Company and the equipment, office space, and facilities necessary to perform its obligations under this Agreement;
and (iii) incurred in maintaining its staff and personnel, including the compensation of FAS employees who serve as trustees or
directors or officers of the Investment Company
|
|
B.
|
Each Fund shall be solely responsible for (i) all expenses expressly assumed by the Funds under this Agreement; (ii) all other
fees and expenses incurred in the operation of the Funds, including:
|
(a) investment advisory fees and
expenses associated with the investment management of the Fund’s portfolios;
(b) shareholder servicing, recordkeeping
and distribution and marketing expenses of the Funds;
(c) expenses for transfer agent(s),
registrar(s) and dividend disbursing agent(s);
(d) expenses for custodian(s) and
related custodial services;
(e) costs of Fund accounting services
provided by third parties to the Funds;
(f) costs of services provided by
independent auditors;
(g) costs and services of outside
legal and tax counsel (other than counsel sub-contracted with by FAS to perform services under this Agreement) and counsel to the
Funds and the Independent Trustees;
(h) ratings
agency fees;
(i) costs
related to short selling (e.g., prime brokerage fees);
(j) postage and courier expenses;
(k) printing expenses;
(l) expenses for XRBL tagging and
regulatory document production (e.g., ArcPro) provided by third parties;
(m) travel and lodging expenses;
(n) Fund registration fees, listing
fees and filing fees and other Fund organizational expenses;
(o) taxes;
(p) insurance premiums;
(q) costs, including interest expenses,
commitment fees, facilities fees and unused line fees of any borrowings made by the Funds;
(r) fees payable to persons who are
not FAS employees and not FAS subcontractors;
(s) Fund-allocation of trade association
dues;
(t) expenses of obtaining quotations
and other pricing information for calculating the value of the Fund’s net assets, including the Fund-allocation of costs
of independent pricing services;
(u) expenses related to the Fund’s
Directors and Fund Board meetings, including Director’s fees and costs of electronic board books;
(v) fees charged by third party custodians
for calculating Form N-PORT and Form N-CEN information requirements;
(w) expenses incurred in connection
with bankruptcies, workouts and restructures, proceedings and other claims against the Funds;
(x) costs of third-party legal, tax,
accounting or other expert advice incurred in connection with any litigation, threatened litigation or other regulatory proceeding,
by or against the Funds, including third-party record-retention costs related to litigation holds; and
(iii) any other expenses approved
from time to time by the Fund’s Board as properly payable by the Funds (any such expenses under (i), (ii) and (iii) above
reasonably incurred by FAS on the Fund’s behalf “Out of Pocket Expenses”) provided that, any Out of Pocket
Expenses incurred by FAS that are payable to or by an affiliate of FAS will not be duplicative of services to be provided by those
affiliates under any other agreement with the Funds.
Article 5. Compensation.
|
A.
|
In addition to Out of Pocket Expenses, for the Administrative Services provided hereunder, excluding CFTC Rule 4.5 Administrative
Services, the Investment Company hereby agrees to pay and FAS hereby agrees to accept as full compensation for such services a
pro rata “Administrative Services Fee” at the annual rates set forth below on the average daily net assets of
each Fund listed on Exhibit A to this Agreement; provided however, that no Administrative Services Fee will be charged for those
Funds also listed on Exhibit B to this Agreement.
|
Administrative Services Fee Rate
|
Average Daily Net Assets
of the Investment Complex
|
0.100%
|
up to$50 billion
|
0.075%
|
on assets over $50 billion
|
For purposes of calculating the applicable breakpoint
under this Agreement, “Investment Complex” is defined as those Funds listed on Exhibit A to this Agreement but not
also listed on Exhibit B.
|
B.
|
For the CFTC Rule 4.5 Administrative Services provided hereunder, each Registered Fund agrees
to pay, and FAS hereby agrees to accept as full compensation for such services, an annual “Administrative Service Charge”
of $125,000 per Registered Fund.
|
|
C.
|
The Administrative Services Fee, Administrative Services Charge and Out of Pocket Expenses attributable
to each Fund shall be accrued by such Fund and paid to FAS no less frequently than monthly, and shall be paid daily upon request
of FAS. For the payment period in which this Agreement becomes effective or terminates with respect to any Fund, there shall be
an appropriate proration of Administrative Service Fee and Administrative Service Charge payments, on the basis of the number of
days that this Agreement is in effect during the month. FAS will maintain detailed information about the Administrative Services
Fee, Administrative Service Charge and Out of Pocket Expenses paid by each Fund.
|
Article 6. Standard of Care and Indemnification.
|
A.
|
FAS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection
with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. Any person, even
though also an officer, director, trustee, partner, employee or agent of FAS, who may be or become an officer, director, trustee,
partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting
on any business of the Investment Company (other than services or business in connection with the duties of FAS hereunder) to be
rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee
or agent or one under the control or direction of FAS, even though paid by FAS.
|
|
B.
|
FAS shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in
performing the Administrative Services in accordance with the above standards.
|
|
C.
|
FAS shall not be responsible for and the Investment Company or Fund shall indemnify and hold FAS, including its officers, directors,
shareholders and their agents, employees and affiliates, harmless against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liabilities arising out of or attributable to:
|
|
1.
|
The acts or omissions of any custodian, adviser, sub-adviser, fund accountant, distributor, transfer agent or other party contracted
by or approved by the Investment Company or Fund.
|
|
2.
|
The reliance on or use by FAS or its agents or subcontractors of information, records and documents in proper form which:
|
(a) are
received by FAS or its agents or subcontractors from any adviser, sub-adviser, fund accountant, distributor, transfer agent or
other third party contracted by or approved by the Investment Company or Fund for use in the performance of services under this
Agreement; or
(b) have
been prepared and/or maintained by the Investment Company or its affiliates or any other person or firm on behalf of the Investment
Company.
|
3.
|
The reliance on, or the carrying out by FAS or its agents or subcontractors of a Proper Instruction of the Investment Company
or the Fund.
|
“Proper Instruction”
means a writing signed or initialed by one or more person or persons as the Board shall have from time to time authorized. Each
such writing shall set forth the specific transaction or type of transaction involved. Oral instructions will be deemed to be Proper
Instructions if (a) FAS reasonably believes them to have been given by a person previously authorized in Proper Instructions to
give such instructions with respect to the transaction involved, and (b) the Investment Company, or the Fund, and FAS promptly
cause such oral instructions to be confirmed in writing. Proper Instructions may include communications effected directly between
electro-mechanical or electronic devices provided that the Investment Company, or the Fund, and FAS are satisfied that such procedures
afford adequate safeguards for the Fund's assets. Proper Instructions may only be amended in writing.
|
4.
|
The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities
laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination
or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state.
|
|
5.
|
Any untrue statement or alleged untrue statement of a material fact contained in the Investment Company’s registration
statement, any prospectus or statement of additional information (“SAI”) (as from time to time amended or supplemented)
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements
therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information
furnished to the Investment Company about FAS by or on behalf of FAS expressly for the use in the registration statement, any prospectus
or SAI, or any amendment or supplement thereof.
|
Provided, however, that FAS shall not be protected by
this Article 6.C. from liability for any act or omission resulting from FAS's willful misfeasance, bad faith, gross negligence
in the performance of or reckless disregard of its duties under this Agreement.
|
D.
|
At any time FAS may apply to any officer of the Investment Company or Fund for instructions, and may consult with legal counsel
or the Investment Company’s independent accountants with respect to any matter arising in connection with the services to
be performed by FAS under this Agreement, and FAS and its agents or subcontractors shall not be liable and shall be indemnified
by the Investment Company or the appropriate Fund for any action reasonably taken or omitted by it in reliance upon such instructions
or upon the opinion of such counsel or independent accountant provided such action is not in violation of applicable federal or
state laws or regulations.
|
|
E.
|
The Investment Company or Fund shall not be responsible for and FAS shall indemnify and hold the Investment Company or Fund
harmless against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or
attributable to FAS’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or
reckless disregard by it of its duties under this Agreement.
|
|
F.
|
In order that the indemnification provisions contained in this Article 6 shall apply, upon the assertion of a claim for which
any party may be required to indemnify another, the party seeking indemnification (the “Claimant”), shall promptly
notify the indemnifying party (the “Indemnifier”) of such assertion. It is further understood that each party
will use all reasonable care to identify and notify the Indemnifier promptly concerning any situation that presents or appears
likely to present the probability of such a claim for indemnification against the Indemnifier, provided that the failure to give
notice as required by this paragraph 6.F. in a timely fashion shall not result in a waiver of any right to indemnification hereunder
unless the Indemnifier is prejudiced thereby and then only to the extent of such prejudice. The Claimant shall permit the Indemnifier
to assume the defense of any such claim or any litigation resulting from it, provided that Indemnifier’s counsel that is
conducting the defense of such claim or litigation shall be approved by the Claimant (which approval shall not be unreasonably
withheld), and that the Claimant may participate in such defense at its expense.
|
The Indemnifier, in the defense of
any such claim or litigation, shall not, without the consent of the Claimant, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term the giving by the alleging party or plaintiff to the Claimant of a release
from all liability in respect to such claim or litigation.
Article 7. Assignment.
|
A.
|
This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and
assigns.
|
|
B.
|
FAS may, without further consent on the part of the Investment Company, assign its rights and
obligations under this Agreement to any entity ultimately controlled by Federated Investors, Inc.
|
|
C
|
Except as provided in Paragraph 7.B., FAS may not assign its rights and obligations under this Agreement, whether directly
or by operation of law, without the prior written consent of the Investment Company, which consent may not be unreasonably withheld.
|
Article 8. Representations
and Warranties.
FAS represents
and warrants to the Investment Company that:
|
1.
|
It is a statutory trust duly organized and existing and in good standing under the laws of the
state of Delaware;
|
|
2.
|
It is duly qualified to carry on its business in each jurisdiction where the nature of its business requires such qualification,
and in the state of Delaware;
|
|
3.
|
It is empowered under applicable laws and by its Declaration of Trust and by-laws to enter into
and perform this Agreement; and
|
|
4.
|
All requisite corporate proceedings have been taken to authorize it to enter into and perform its
obligations under this Agreement.
|
Article 9. Term and Termination
of Agreement.
|
A.
|
This Agreement shall be effective from the date set forth above and shall continue indefinitely with respect to each Investment
Company and Fund until terminated as follows:
|
|
1.
|
the Agreement may be terminated by FAS at any time, without payment of any penalty, upon eighteen (18) months’ written
notice to the Investment Company;
|
|
2.
|
the Agreement may be terminated by the Investment Company at any time, without payment of any penalty, upon eighteen (18) months’
written notice to FAS; however, in the event, of willful misfeasance, bad faith, gross negligence or reckless disregard of its
duties by FAS, the Investment Company may terminate the Agreement upon 60 days’ written notice to FAS, provided that FAS
has not cured such willful misfeasance, bad faith, gross negligence or reckless disregard of its duties within the 60 day period
of such notice of termination.
|
|
B.
|
The termination of this Agreement with respect to one Investment Company or Fund shall not result in the termination of this
Agreement with respect to any other Investment Company or Fund. Investment Companies that merge or dissolve during the term of
the Agreement, shall, upon payment of all outstanding fees and Out of Pocket Expenses, cease to be a party on the effective date
of such merger or dissolution.
|
|
C.
|
Articles 6 and 19, 20, 21 and 22 shall survive the termination of this Agreement.
|
Article 10. Amendment.
This Agreement may be amended or modified
only by a written agreement executed by both parties.
Article 11. Interpretive and Additional Provisions.
In connection with the operation of this
Agreement, FAS and the Investment Company may from time to time agree on such provisions interpretive of or in addition to the
provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive
or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive
or additional provisions shall contravene any applicable federal or state regulations or any provision of any charter document.
Article 12. Governing Law.
This Agreement shall be construed and the
provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to
any conflicts or choice of laws rule or provision that would result in the application of the domestic substantive laws of any
other jurisdiction.
Article 13. Notices.
Except as otherwise specifically provided
herein, notices and other writings delivered or mailed postage prepaid to the Investment Company at 4000 Ericsson Drive, Warrendale,
Pennsylvania 15086, or to FAS at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to such other address as the
Investment Company or FAS may hereafter specify, shall be deemed to have been properly delivered or given hereunder to the respective
address.
Article 14. Counterparts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
Article 15. Merger of Agreement.
This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with respect to the subject hereof whether oral or written.
Article 16. Successor Administrator.
If a successor Administrator for the Investment
Company shall be appointed by the Investment Company, FAS shall upon termination of this Agreement deliver to such successor Administrator
at the office of FAS all properties of the Investment Company held by it hereunder. If no such successor Administrator shall be
appointed, FAS shall at its office upon receipt of Proper Instructions deliver such properties in accordance with such instructions.
Each Fund will bear all out-of-pocket expenses
arising from the transition of Administrative Services to a successor Administrator, including without limitation the expenses
of moving or transmitting materials to the successor Administrator.
Article 17. Force Majeure.
If either party is unable to carry out any of its obligations
under this Agreement because of conditions beyond its reasonable control, including, but not limited to, acts of war or terrorism,
work stoppages, fire, civil disobedience, delays associated with hardware malfunction or availability, riots, rebellions, storms,
electrical failures, acts of God, and similar occurrences (“Force Majeure”), this Agreement will remain in effect
and the non-performing party’s obligations shall be suspended without liability for a period equal to the period of the continuing
Force Majeure (which such period shall not exceed fifteen (15) business days), provided that:
|
1.
|
the non-performing party gives the other party prompt notice describing
the Force Majeure, including the nature of the occurrence and its expected duration and, where reasonably practicable, continues
to furnish regular reports with respect thereto during the period of Force Majeure;
|
|
2.
|
the suspension of obligations is of no greater scope and of no longer
duration than is required by the Force Majeure;
|
|
3.
|
no obligations of either party that accrued before the Force Majeure
are excused as a result of the Force Majeure; and
|
|
4.
|
the non-performing Party uses reasonable efforts to remedy its inability
to perform as quickly as possible.
|
Article 18. Severability.
In the event any provision of this Agreement
is held illegal, void or unenforceable, the balance shall remain in effect.
Article 19. Limitations of Liability of the Board and
Shareholders of the Investment Company.
The execution and delivery of this Agreement
have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting
as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been
made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are
not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or
Class, as provided in the Declaration of Trust.
Article 20. Limitations of Liability of Trustees and
Shareholders of the Company.
The execution and delivery of this Agreement
have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization
by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually
or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees
or Shareholders of FAS, but bind only the property of FAS, as provided in FAS’s Declaration of Trust.
Article 21. Confidential Information.
A.
Definition. Each party shall safeguard and hold confidential from disclosure to unauthorized
parties all Confidential Information of the other party. For purposes of this Article, “Confidential Information”
shall mean any and all non-public information which is in any way connected with, derived from or related to the business of the
other party which is either designated as confidential or which, by its nature or under the circumstances surrounding its disclosure,
reasonably ought to be treated as confidential, and any notes, memoranda, analyses compilations, studies and other documents, whether
prepared by the party or others, to the extent they contain or otherwise reflect such information.
B.
Exceptions. Confidential Information shall not include information to the extent such
information (i) is already known to the receiving party free of any restriction at the time obtained, including information in
the public domain; (ii) is subsequently learned from an independent third party free of restriction; (iii) becomes publicly known
through no breach of this Article; or (iv) is independently developed by one party without reference to information which is confidential.
C.
Security. Each party shall take reasonable security precautions, at least as great
as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information.
D. Use of Information.
Confidential Information may be disclosed, reproduced, used, summarized or distributed only as necessary in the ordinary course
of business to provide the services identified in the Agreement, and only as otherwise provided hereunder or as specifically required
or permitted by applicable law.
Article 22. Privacy.
|
A.
|
The Investment Company may disclose shareholder/customer non-public information (“NPI”) to FAS as agent
of the Investment Company and solely in furtherance of fulfilling FAS’s contractual obligations under this Agreement in the
ordinary course of business to support the Investment Company and its shareholders.
|
|
B.
|
FAS hereby agrees to be bound to use and redisclose such NPI (i) for the limited purpose of fulfilling its duties and obligations
under this Agreement; (ii) as permitted under Regulation S-P; and (iii) as required by any applicable federal or state law or regulation
or request of or by any governmental or regulatory authority or self-regulatory organization having jurisdiction over FAS or the
Investment Company.
|
|
C.
|
FAS represents and warrants that it has implemented, and will continue to carry out for the term of this Agreement, policies
and procedures in compliance with all applicable laws and regulations regarding the privacy of shareholder information which are
reasonably designed to:
|
|
1.
|
insure the security and confidentiality of records and NPI of Investment Company shareholders/customers,
including but not limited to encrypting such information as required by applicable federal and state laws or regulations;
|
|
2.
|
protect against any anticipated threats or hazards to the security or integrity of Investment
Company customer records and NPI; and
|
|
3.
|
protect against unauthorized access to or use of such Investment Company customer records or
NPI that could result in substantial harm or inconvenience to any Investment Company customer.
|
Article 23. Further Assurance.
Each party agrees to promptly
sign all documents and take any additional actions reasonably requested by the other to accomplish the purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized
officers, as of the day and year first above written.
INVESTMENT COMPANIES
|
(listed on Exhibit A hereto)
|
|
By: /s/ J. Christopher Donahue
|
Name: J. Christopher Donahue
|
Title: President
|
|
FEDERATED ADMINISTRATIVE SERVICES
|
|
By: /s/ Peter J. Germain
|
Name: Peter J. Germain
|
Title: President
|
Second Amended and Restated Agreement for
Administrative Services
EXHIBIT A
This contract is for Federated Funds only.
(Revised as of September 1, 2020
CONTRACT
DATE
|
INVESTMENT COMPANY
|
11/1/03
|
Federated Hermes Adjustable Rate Securities Trust
|
11/1/03
|
|
Federated Hermes Adjustable Rate Fund
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
6/1/17
|
Federated Hermes Adviser Series
|
|
6/1/19
|
|
Federated Hermes Emerging Markets Equity Fund
|
Class A Shares
|
6/1/19
|
|
|
Class C Shares
|
6/1/19
|
|
|
Institutional Shares
|
6/1/19
|
|
|
Class R6 Shares
|
12/1/18
|
|
Federated Hermes Absolute Return Credit Fund
|
|
12/1/18
|
|
|
Class A Shares
|
12/1/18
|
|
|
Class C Shares
|
12/1/18
|
|
|
Institutional Shares
|
12/1/18
|
|
|
Class R6 Shares
|
12/1/18
|
|
Federated Hermes Global Equity Fund
|
|
12/1/18
|
|
|
Class A Shares
|
12/1/18
|
|
|
Class C Shares
|
12/1/18
|
|
|
Institutional Shares
|
12/1/18
|
|
|
Class R6 Shares
|
12/1/18
|
|
Federated Hermes Global Small Cap Fund
|
|
12/1/18
|
|
|
Class A Shares
|
12/1/18
|
|
|
Class C Shares
|
12/1/18
|
|
|
Institutional Shares
|
12/1/18
|
|
|
Class R6 Shares
|
3/1/19
|
|
Federated Hermes International Developed Equity Fund
|
|
3/1/19
|
|
|
Class A Shares
|
3/1/19
|
|
|
Class C Shares
|
3/1/19
|
|
|
Institutional Shares
|
3/1/19
|
|
|
Class R6 Shares
|
9/1/18
|
|
Federated Hermes SDG Engagement Equity Fund
|
|
9/1/18
|
|
|
Class A Shares
|
9/1/18
|
|
|
Class C Shares
|
9/1/18
|
|
|
Class R6 Shares
|
9/1/18
|
|
|
Institutional Shares
|
9/1/18
|
|
Federated Hermes SDG Engagement High Yield Credit Fund
|
|
9/1/18
|
|
|
Class A Shares
|
9/1/18
|
|
|
Class C Shares
|
9/1/18
|
|
|
Class R6 Shares
|
9/1/18
|
|
|
Institutional Shares
|
|
|
|
|
12/1/18
|
|
Federated Hermes Unconstrained Credit Fund
|
|
12/1/18
|
|
|
Class A Shares
|
12/1/18
|
|
|
Class C Shares
|
12/1/18
|
|
|
Institutional Shares
|
12/1/18
|
|
|
Class R6 Shares
|
3/1/20
|
|
Federated Hermes US SMID Fund
|
|
3/1/20
|
|
|
Class A Shares
|
3/1/20
|
|
|
Class C shares
|
3/1/20
|
|
|
Institutional Share
|
3/1/20
|
|
|
Class R6 Shares
|
6/1/19
|
|
Federated Hermes International Equity Fund
|
|
6/1/19
|
|
|
Class A Shares
|
6/1/19
|
|
|
Class C Shares
|
6/1/19
|
|
|
Class R6 Shares
|
|
|
|
Institutional Shares
|
|
|
|
|
|
|
|
|
6/1/19
|
|
Federated Hermes International Growth Fund
|
|
6/1/19
|
|
|
Class A Shares
|
6/1/19
|
|
|
Class C Shares
|
6/1/19
|
|
|
Class R6 Shares
|
|
|
|
Institutional Shares
|
6/1/19
|
|
|
|
6/1/17
|
|
Federated Hermes MDT Large Cap Value Fund
|
|
6/1/17
|
|
|
Class A Shares
|
6/1/17
|
|
|
Class B Shares
|
6/1/17
|
|
|
Class C Shares
|
6/1/17
|
|
|
Class R Shares
|
6/1/17
|
|
|
Class R6 Shares
|
6/1/17
|
|
|
Class T Shares
|
6/1/17
|
|
|
Institutional Shares
|
6/1/17
|
|
|
Service Shares
|
11/1/03
|
Federated Hermes Core Trust
|
03/1/16
|
|
Emerging Markets Core Fund
|
|
9/1/10
|
|
Bank Loan Core Fund
|
|
11/1/03
|
|
Mortgage Core Fund
|
|
11/1/03
|
|
High-Yield Bond Core Fund
|
|
3/1/08
|
Federated Hermes Core Trust III
|
|
|
Project and Trade Finance Core Fund
|
|
11/1/03
|
Federated Hermes Equity Funds
|
12/1/08
|
|
Federated Hermes Clover Small Value Fund
|
|
12/1/08
|
|
|
Class A Shares
|
12/1/08
|
|
|
Class C Shares
|
12/1/08
|
|
|
Institutional Shares
|
12/29/10
|
|
|
Class R Shares
|
03/01/16
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
12/1/16
|
|
Federated Hermes Global Strategic Value Dividend Fund
|
|
12/1/16
|
|
|
Class A Shares
|
12/1/16
|
|
|
Class C Shares
|
12/1/16
|
|
|
Class R6 Shares
|
12/1/16
|
|
|
Institutional Shares
|
3/1/08
|
|
Federated Hermes International Strategic Value Dividend Fund
|
|
3/1/08
|
|
|
Class A Shares
|
3/1/08
|
|
|
Class C Shares
|
9/1/16
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
9/1/16
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated Hermes Kaufmann Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
11/1/03
|
|
|
Class R Shares
|
3/1/17
|
|
|
Class T Shares
|
9/1/16
|
|
|
Institutional Shares
|
9/17/07
|
|
Federated Hermes Kaufmann Large Cap Fund
|
|
9/17/07
|
|
|
Class A Shares
|
9/17/07
|
|
|
Class C Shares
|
9/17/07
|
|
|
Class R Shares
|
12/30/13
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
9/17/07
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated Hermes Kaufmann Small Cap Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
9/1/05
|
|
|
Class R Shares
|
9/1/17
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
9/1/15
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated Hermes MDT Mid Cap Growth Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class C Shares
|
9/1/06
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
12/1/09
|
|
|
Institutional Shares
|
9/1/08
|
|
Federated Hermes Prudent Bear Fund
|
|
9/1/08
|
|
|
Class A Shares
|
9/1/08
|
|
|
Class C Shares
|
3/1/17
|
|
|
Class T Shares
|
9/1/08
|
|
|
Institutional Shares
|
12/1/04
|
|
Federated Hermes Strategic Value Dividend Fund
|
|
12/1/04
|
|
|
Class A Shares
|
12/1/04
|
|
|
Class C Shares
|
3/1/05
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
6/1/16
|
|
|
Institutional Shares
|
11/1/03
|
Federated Hermes Equity Income Fund, Inc.
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
11/1/03
|
|
|
Class F Shares
|
1/25/13
|
|
|
Class R Shares
|
3/1/17
|
|
|
Class T Shares
|
3/1/12
|
|
|
Institutional Shares
|
11/1/03
|
Federated Hermes Fixed Income Securities, Inc.
|
11/1/03
|
|
Federated Hermes Strategic Income Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
11/1/03
|
|
|
Class F Shares
|
1/27/17
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
9/1/07
|
|
|
Institutional Shares
|
|
|
|
|
11/1/03
|
|
Federated Hermes Municipal Ultrashort Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Institutional Shares
|
3/1/19
|
|
|
Class R6 Shares
|
6/1/08
|
Federated Hermes Global Allocation Fund
|
6/1/08
|
|
|
Class A Shares
|
6/1/08
|
|
|
Class B Shares
|
6/1/08
|
|
|
Class C Shares
|
6/1/08
|
|
|
Class R Shares
|
3/1/16
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
3/1/09
|
|
|
Institutional Shares
|
11/1/03
|
Federated Hermes Government Income Securities, Inc.
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class C Shares
|
11/1/03
|
|
|
Class F Shares
|
3/1/20
|
|
|
Institutional Shares
|
3/1/17
|
|
|
Class T Shares
|
11/1/03
|
Federated Hermes Government Income Trust
|
11/1/03
|
|
Federated Hermes Government Income Fund
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
Federated Hermes High Income Bond Fund, Inc.
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
1/27/17
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
1/27/17
|
|
|
Institutional Shares
|
|
|
11/1/03
|
Federated Hermes High Yield Trust
|
3/1/14
|
|
Federated Hermes Opportunistic High Yield Bond Fund
|
Class A Shares
|
3/1/14
|
|
|
Class C Shares
|
4/30/10
|
|
|
Service Shares
|
6/1/13
|
|
|
Institutional Shares
|
9/1/16
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
12/1/15
|
|
Federated Equity Advantage Fund
|
Class A Shares
|
12/1/15
|
|
|
Institutional Shares
|
11/1/03
|
Federated Hermes Income Securities Trust
|
11/1/03
|
|
Federated Hermes Capital Income Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
11/1/03
|
|
|
Class F Shares
|
6/1/13
|
|
|
Class R Shares
|
3/1/17
|
|
|
Class T Shares
|
3/1/12
|
|
|
Institutional Shares
|
9/1/10
|
|
Federated Hermes Floating Rate Strategic Income Fund
|
|
9/1/10
|
|
|
Class A Shares
|
9/1/10
|
|
|
Class C Shares
|
9/1/10
|
|
|
Institutional Shares
|
9/1/16
|
|
|
Class R6 Shares
|
11/1/03
|
|
Federated Hermes Fund for U.S. Government Securities
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
3/1/20
|
|
|
Institutional Shares
|
3/1/17
|
|
|
Class T Shares
|
11/1/03
|
|
Federated Hermes Intermediate Corporate Bond Fund
|
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
Federated Hermes Muni and Stock Advantage Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
5/29/07
|
|
|
Class F Shares
|
3/1/17
|
|
|
Class T Shares
|
12/1/10
|
|
|
Institutional Shares
|
12/1/05
|
|
Federated Hermes Real Return Bond Fund
|
|
12/1/05
|
|
|
Class A Shares
|
12/1/05
|
|
|
Class C Shares
|
12/1/05
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated Hermes Short-Term Income Fund
|
|
12/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
9/1/16
|
|
|
Class R6 Shares
|
11/1/03
|
Federated Hermes Institutional Trust
|
11/1/03
|
|
Federated Hermes Government Ultrashort Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
3/1/16
|
|
|
Class R6 Shares
|
11/1/03
|
|
Federated Hermes Institutional High Yield Bond Fund
|
|
12/1/07
|
|
|
Institutional Shares
|
03/1/16
|
|
|
R6 Shares
|
6/1/05
|
|
Federated Hermes Short-Intermediate Total Return Bond Fund
|
|
1/31/14
|
|
|
Class A Shares
|
9/1/16
|
|
|
Class R6 Shares
|
6/1/05
|
|
|
Institutional Shares
|
6/1/05
|
|
|
Service Shares
|
11/1/03
|
Federated Hermes Insurance Series
|
11/1/03
|
|
Federated Hermes Fund for U.S. Government Securities II
|
|
11/1/03
|
|
Federated Hermes High Income Bond Fund II
|
|
11/1/03
|
|
|
Primary Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
Federated Hermes Kaufmann Fund II
|
|
11/1/03
|
|
|
Primary Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
Federated Hermes Managed Volatility Fund II
|
|
6/1/18
|
|
|
Primary Shares
|
6/1/18
|
|
|
Service Shares
|
11/1/03
|
|
Federated Hermes Government Money Fund II
|
|
9/1/15
|
|
|
Primary Shares
|
9/1/15
|
|
|
Service Shares
|
11/1/03
|
|
Federated Hermes Quality Bond Fund II
|
|
11/1/03
|
|
|
Primary Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
Federated Hermes International Series, Inc.
|
11/1/03
|
|
Federated Hermes Global Total Return Bond Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class C Shares
|
9/1/16
|
|
|
Institutional Shares
|
11/1/03
|
Federated Hermes Investment Series Funds, Inc.
|
11/1/03
|
|
Federated Hermes Corporate Bond Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
11/1/03
9/1/16
|
|
|
Class F Shares
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
9/1/07
|
|
|
Institutional Shares
|
12/1/05
|
Federated Hermes Managed Pool Series
|
12/1/05
|
|
Federated Hermes Corporate Bond Strategy Portfolio
|
|
12/1/05
|
|
Federated Hermes High-Yield Strategy Portfolio
|
|
12/1/05
|
|
Federated Hermes International Bond Strategy Portfolio
|
|
12/1/14
|
|
Federated Hermes International Dividend Strategy Portfolio
|
|
12/1/05
|
|
Federated Hermes Mortgage Strategy Portfolio
|
|
|
|
|
7/31/06
|
Federated Hermes MDT Series
|
7/31/06
|
|
Federated Hermes MDT All Cap Core Fund
|
|
7/31/06
|
|
|
Class A Shares
|
7/31/06
|
|
|
Class C Shares
|
9/1/16
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
7/31/06
|
|
|
Institutional Shares
|
7/31/06
|
|
Federated Hermes MDT Balanced Fund
|
|
7/31/06
|
|
|
Class A Shares
|
7/31/06
|
|
|
Class C Shares
|
9/1/16
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
7/31/06
|
|
|
Institutional Shares
|
7/31/06
|
|
Federated Hermes MDT Large Cap Growth Fund
|
|
7/31/06
|
|
|
Class A Shares
|
3/1/07
|
|
|
Class B Shares
|
7/31/06
|
|
|
Class C Shares
|
3/1/17
|
|
|
Class T Shares
|
7/31/06
|
|
|
Institutional Shares
|
7/31/06
|
|
Federated Hermes MDT Small Cap Core Fund
|
|
7/31/06
|
|
|
Class A Shares
|
7/31/06
|
|
|
Class C Shares
|
7/31/06
|
|
|
Institutional Shares
|
3/1/16
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
7/31/06
|
|
Federated Hermes MDT Small Cap Growth Fund
|
|
7/31/06
|
|
|
Class A Shares
|
7/31/06
|
|
|
Class C Shares
|
7/31/06
|
|
|
Institutional Shares
|
3/1/16
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
|
|
11/1/03
|
Federated Hermes Municipal Bond Fund, Inc.
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
5/29/07
|
|
|
Class F Shares
|
3/1/17
|
|
|
Class T Shares
|
6/1/17
|
|
|
Institutional Shares
|
11/1/03
|
Federated Hermes Municipal Securities Income Trust
|
11/1/03
|
|
Federated Hermes Michigan Intermediate Municipal Fund
|
|
12/1/04
|
|
|
Class A Shares
|
3/1/20
|
|
|
Institutional Shares
|
6/1/06
|
|
Federated Hermes Municipal High Yield Advantage Fund
|
|
6/1/06
|
|
|
Class A Shares
|
6/1/06
|
|
|
Class B Shares
|
6/1/06
|
|
|
Class C Shares
|
6/1/06
|
|
|
Class F Shares
|
3/1/17
|
|
|
Class T Shares
|
6/1/13
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated Hermes Ohio Municipal Income Fund
|
|
9/1/08
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class F Shares
|
3/1/20
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated Hermes Pennsylvania Municipal Income Fund
|
|
11/1/03
|
|
|
Class A Shares
|
3/1/20
|
|
|
Institutional Shares
|
3/1/17
|
|
|
Class T Shares
|
11/1/03
|
Federated Hermes Premier Municipal Income Fund
|
|
(limited purpose of Administrative Services)
|
11/1/03
|
|
|
Common Shares
|
|
|
|
Auction Market Preferred Shares
|
10/1/16
|
Federated Hermes Project and Trade Finance Tender Fund
(limited purpose of Administrative Services)
|
11/1/03
|
Federated Hermes Short-Intermediate Municipal Fund
|
7/1/06
|
|
|
Class A Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
Federated Hermes Total Return Government Bond Fund
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
3/1/16
|
|
|
R6 Shares
|
11/1/03
|
Federated Hermes Total Return Series, Inc.
|
11/1/03
|
|
Federated Hermes Select Total Return Bond Fund
|
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
Federated Hermes Total Return Bond Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
11/1/03
|
|
|
Class R Shares
|
4/17/15
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
Federated Hermes Ultrashort Bond Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
3/1/19
|
|
|
Class R6 Shares
|
11/1/03
|
Federated Hermes Short-Term Government Fund
|
11/1/03
|
|
|
Class Y Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
Federated Hermes Short-Intermediate Government Fund
|
11/1/03
|
|
|
Class R Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
Federated Hermes World Investment Series, Inc.
|
11/1/03
|
|
Federated Hermes Emerging Market Debt Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class C Shares
|
3/1/12
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated Hermes International Leaders Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class B Shares
|
11/1/03
|
|
|
Class C Shares
|
6/1/13
|
|
|
Class R Shares
|
6/1/13
|
|
|
Class R6 Shares
|
3/1/17
|
|
|
Class T Shares
|
6/15/10
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated Hermes International Small-Mid Company Fund
|
|
11/1/03
|
|
|
Class A Shares
|
11/1/03
|
|
|
Class C Shares
|
3/1/17
|
|
|
Class T Shares
|
3/1/08
|
|
|
Institutional Shares
|
11/1/03
|
Federated Hermes Intermediate Municipal Trust
|
11/1/03
|
|
Federated Hermes Intermediate Municipal Fund
|
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
Federated Hermes Money Market Obligations Trust
|
11/1/03
|
|
Federated Hermes California Municipal Cash Trust
|
|
12/1/04
|
|
|
Capital Shares
|
11/1/03
|
|
|
Cash II Shares
|
12/1/04
|
|
|
Cash Series Shares
|
11/1/03
|
|
|
Wealth Shares
|
11/1/03
|
|
|
Service Shares
|
12/1/04
|
|
Federated Hermes Capital Reserves Fund
|
|
11/1/03
|
|
Federated Hermes Government Obligations Fund
|
|
9/1/17
|
|
|
Administrative Shares
|
6/1/17
|
|
|
Advisor Shares
|
12/1/04
|
|
|
Capital Shares
|
6/1/15
|
|
|
Cash II Shares
|
6/1/15
|
|
|
Cash Series Shares
|
12/1/15
|
|
|
Class R Shares
|
11/1/03
|
|
|
Institutional Shares
|
12/1/14
|
|
|
Premier Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
|
Trust Shares
|
11/1/03
|
|
Federated Hermes Government Obligations Tax Managed Fund
|
|
6/1/15
|
|
|
Automated Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
12/1/04
|
|
Federated Hermes Government Reserves Fund
|
|
6/1/15
|
|
|
Class A Shares
|
6/1/15
|
|
|
Class B Shares
|
6/1/15
|
|
|
Class C Shares
|
6/1/15
|
|
|
Class F Shares
|
6/1/15
|
|
|
Class P Shares
|
11/1/03
|
|
Federated Hermes Institutional Money Market Management
|
|
3/1/14
|
|
|
Capital Shares
|
9/1/07
|
|
|
Eagle Shares
|
9/1/07
|
|
|
Institutional Shares
|
3/1/14
|
|
|
Service Shares
|
11/1/03
|
|
Federated Hermes Institutional Prime Obligations Fund
|
|
11/1/03
|
|
|
Capital Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
Federated Hermes Institutional Prime Value Obligations Fund
|
|
11/1/03
|
|
|
Capital Shares
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
Federated Hermes Institutional Tax-Free Cash Trust
|
|
12/1/15
|
|
|
Premier Shares
|
12/1/15
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated Hermes Municipal Obligations Fund
|
|
10/27/17
|
|
|
Automated Shares
|
11/1/03
|
|
|
Capital Shares
|
6/1/15
|
|
|
Cash II Shares
|
6/1/15
|
|
|
Cash Series Shares
|
6/1/15
|
|
|
Investment Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
|
Wealth Shares
|
11/1/03
|
|
Federated Hermes New York Municipal Cash Trust
|
|
11/1/03
|
|
|
Cash II Shares
|
12/1/04
|
|
|
Cash Series Shares
|
12/1/04
|
|
|
Wealth Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
Federated Hermes Prime Cash Obligations Fund
|
|
6/1/17
|
|
|
Advisor Shares
|
6/1/15
|
|
|
Automated Shares
|
11/1/03
|
|
|
Capital Shares
|
6/1/15
|
|
|
Cash II Shares
|
6/1/15
|
|
|
Cash Series Shares
|
6/1/15
|
|
|
Class R Shares
|
11/1/03
|
|
|
Wealth Shares
|
11/1/03
|
|
|
Service Shares
|
6/1/15
|
|
|
Trust Shares
|
11/1/03
|
|
Federated Hermes Tax-Free Obligations Fund
|
|
6/1/17
|
|
|
Advisor Shares
|
11/1/03
|
|
|
Service Shares
|
11/1/03
|
|
|
Wealth Shares
|
11/1/03
|
|
Federated Hermes Treasury Obligations Fund
|
|
6/13/14
|
|
|
Automated Shares
|
11/1/03
|
|
|
Capital Shares
|
11/1/03
|
|
|
Institutional Shares
|
|
|
|
Service Shares
|
11/1/03
|
|
|
Trust Shares
|
11/1/03
|
|
Federated Hermes Trust for U.S. Treasury Obligations
|
|
6/1/15
|
|
|
Cash II Shares
|
6/1/15
|
|
|
Cash Series Shares
|
6/1/15
|
|
|
Institutional Shares
|
11/1/03
|
|
Federated Hermes U.S. Treasury Cash Reserves
|
|
11/1/03
|
|
|
Institutional Shares
|
11/1/03
|
|
|
Service Shares
|
EXHIBIT B
Funds
Not Charged an Administrative Services Fee
Emerging Markets Core Fund
Mortgage Core Fund
High Yield Bond Core Fund
Bank Loan Core Fund
Project and Trade Finance Core Fund
Exhibit (j)(3) under Form N-1A
Exhibit 23 under Item 601/Reg. S-K
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Board of Trustees of Federated Hermes Adviser
Series:
We consent to the use of our report, dated October 23, 2020, with
respect to the financial statements of Federated Hermes SDG Engagement High Yield Credit Fund, a portfolio of the Federated Hermes
Adviser Series, as of August 31, 2020, incorporated herein by reference and to the references to our firm under the headings “Financial
Highlights” in the prospectus and “Independent Registered Public Accounting Firm” in the statements of additional
information.
/s/ KPMG LLP
Boston, Massachusetts
October 23, 2020
Exhibit 28 m (2) under Form N-1A
Exhibit (1) under Item 601/Reg. S-K
[TRUST/FUND NAME]
DISTRIBUTION PLAN
This Distribution Plan (“Plan”)
is adopted as of [Board Meeting date], by the Board of [Trustees/Directors] or [TRUST/FUND NAME (the “Trust/Corporation”)],
a [Massachusetts business trust/Maryland corporation] with respect to certain classes
of shares (“Classes”) of the portfolios of the [Trust/Corporation] (the “Funds”) set forth in exhibits
hereto.
|
1.
|
This Plan is adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (“Act”), so as
to allow the [Trust/Corporation] to make payments as contemplated herein, in conjunction with the distribution of Classes
of the Funds (“Shares”).
|
|
2.
|
This Plan is designed to finance activities of Federated Securities Corp. or any successor principal distributor (the “Principal
Distributor”) principally intended to result in the sale of Shares to include: (a) providing incentives to financial institutions
(“Financial Institutions”) to sell Shares; (b) advertising and marketing of Shares to include preparing, printing and
distributing prospectuses and sales literature to prospective shareholders and with Financial Institutions; and (c) implementing
and operating the Plan. In compensation for services provided pursuant to this Plan, the Principal Distributor will be paid a fee
in respect of the following Classes set forth on the applicable exhibit.
|
|
3.
|
Any payment to the Principal Distributor in accordance with this Plan will be made pursuant to the “Distributor’s
Contract” entered into by the [Trust/Corporation] and the Principal Distributor. Any payments made by the Principal
Distributor to Financial Institutions with funds received as compensation under this Plan will be made pursuant to the “Financial
Institution Agreement” entered into by the Principal Distributor and the Institution.
|
|
4.
|
The Principal Distributor has the right (i) to select, in its sole discretion, the Financial Institutions to participate in
the Plan and (ii) to terminate without cause and in its sole discretion any Financial Institution Agreement.
|
|
5.
|
Quarterly in each year that this Plan remains in effect, the Principal Distributor shall prepare and furnish to the Board of
[Trustees/Directors] of the [Trust/Corporation], and the Board of [Trustees/Directors] shall review, a written
report of the amounts expended under the Plan and the purpose for which such expenditures were made.
|
|
6.
|
This Plan shall become effective with respect to each Class (i) after approval by majority votes of: (a) the [Trust/Corporation]’s
Board of [Trustees/Directors]; (b) the members of the Board of the [Trust/Corporation] who are not interested persons
of the [Trust/Corporation] and have no direct or indirect financial interest in the operation of the [Trust/Corporation]’s
Plan or in any related documents to the Plan (“Disinterested [Trustees/Directors]”), cast in person at a meeting
called for the purpose of voting on the Plan; and (c) the outstanding voting securities of the particular Class, as defined in
Section 2(a)(42) of the Act and (ii) upon execution of an exhibit adopting this Plan with respect to such Class.
|
|
7.
|
This Plan shall remain in effect with respect to each Class presently set forth on an exhibit and any subsequent Classes added
pursuant to an exhibit during the initial year of this Plan for the period of one year from the date set forth above and may be
continued thereafter if this Plan is approved with respect to each Class at least annually by a majority of the [Trust/Corporation]’s
Board of [Trustees/Directors] and a majority of the Disinterested [Trustees/Directors], cast in person at a meeting
called for the purpose of voting on such Plan. If this Plan is adopted with respect to a Class after the first annual approval
by the [Trustees/Directors] as described above, this Plan will be effective as to that Class upon execution of the applicable
exhibit pursuant to the provisions of paragraph 6(ii) above and will continue in effect until the next annual approval of this
Plan by the [Trustees/Directors] and thereafter for successive periods of one year subject to approval as described above.
|
|
8.
|
All material amendments to this Plan must be approved by a vote of the Board of [Trustees/Directors] of the [Trust/Corporation]
and of the Disinterested [Trustees/Directors], cast in person at a meeting called for the purpose of voting on it.
|
|
9.
|
This Plan may not be amended in order to increase materially the costs which the Classes may bear for distribution pursuant
to the Plan without being approved by a majority vote of the outstanding voting securities of the Classes as defined in Section
2(a)(42) of the Act.
|
|
10.
|
This Plan may be terminated with respect to a particular Class at any time by: (a) a majority vote of the Disinterested [Trustees/Directors];
or (b) a vote of a majority of the outstanding voting securities of the particular Class as defined in Section 2(a)(42) of the
Act.
|
|
11.
|
While this Plan shall be in effect, the selection and nomination of Disinterested [Trustees/Directors] of the [Trust/Corporation]
shall be committed to the discretion of the Disinterested [Trustees/Directors] then in office.
|
|
12.
|
All agreements with any person relating to the implementation of this Plan shall be in writing and any agreement related to
this Plan shall be subject to termination, without penalty, pursuant to the provisions of Paragraph 10 herein.
|
|
13.
|
This Plan shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania.
|
Exhibit 1
Amendment to
the
Distribution
Plan for
the Investment
Companies
Class B Shares
1. This
amendment to the Distribution Plan (“Plan”) is adopted by the Board of Trustees/Directors of the Investment Companies
with respect to the Class of Shares of the portfolios (“Funds”) of the Investment Companies set forth on the attached
Schedule A as to which the Plan has been adopted. This Exhibit is hereby incorporated into the Plan in its entirety and made a
part thereof. In the event of any inconsistency between the terms of this Exhibit and the terms of the Plan, the terms of this
Exhibit shall govern. References herein to the Plan shall mean the Plan as amended by this Exhibit. The terms of the Plan as amended
when effective in respect of the Class of Shares set forth above shall apply to all amounts payable to the Principal Distributor
in respect of such Class of Shares whether arising out of sales of such Class of Shares before or after such effective date.
2. In
compensation for the services provided pursuant to this Plan, the Investment Companies on behalf of the Fund shall pay the Principal
Distributor its “Allocable Portion” (as defined in its Distributor’s Contract as it relates to the Class B Shares
of the fund) of a fee (the “Distribution Fee”) computed at the annual rate of 0.75 of 1% per annum on the average daily
aggregate net asset value of the class B Shares of those Funds listed on Schedule A outstanding, which fee shall be paid monthly
in arrears.
3. The
Distributor’s Contract in respect of the Class B Shares of each Fund set forth above shall provide that: (I) the Principal
Distributor in respect of such Distributor’s Contract will be deemed to have performed all services required to be performed
in order to be entitled to receives its Allocable Portion of the Distribution Fees payable in respect of the Class B Shares of
such Fund upon the settlement date of each sale of a “Commission Share” (as defined below) of such Fund taken into
account in determining such Principal Distributor’s Allocable Portion of such Distribution Fees; (II) the Investment Companies’
obligation to pay such Principal Distributor its Allocable Portion of the Distribution Fees payable in respect of the Class B Shares
of such Fund shall not be terminated or modified for any reason (including a termination of the Distributor’s Contract between
such Principal Distributor and such Fund) except to the extent required by a change in the Act or the Conduct Rules of the National
Association of Securities Dealers, Inc., in each case enacted or promulgated after May 1, 1997, or in connection with a “Complete
Termination” (as hereinafter defined) of this Plan in respect of the Class B Shares of such Fund; (III) the Investment Companies
will not take any action to waive or change any CDSC in respect of the Class B Shares of such Fund, except as provided in the Funds’
prospectus or statement of additional information without the consent of the Principal Distributor and its assigns; (IV) neither
the termination of such Principal Distributor’s role as Principal Distributor of the Class B Shares of such Fund, nor the
termination of such Distributor’s Contract nor the termination of this Plan will terminate such Principal Distributor’s
right to its Allocable Portion of the CDSCs; and (V) such Principal Distributor may assign, sell or pledge (collectively, “Transfer”)
its rights to its Allocable Portion of the Distribution Fees and CDSCs (but not such Principal Distributor’s obligations
to the Investment Companies under the Distributor’s Contract) to raise funds to make the expenditures related to the distribution
of Class B Shares of such Fund and in connection therewith, upon receipt of notice of such Transfer, the Investment Companies shall
pay to the assignee, purchaser or pledgee (collectively with this subsequent transferees, “Transferees”) or third party
beneficiaries such portion of the Principal Distributor’s Allocable Portion of the Distribution Fees or CDSCs in respect
of the Class B Shares of such Fund or sold or pledged and except as provided in (II) above and notwithstanding anything of the
contrary set forth in this Exhibit or the Plan or in the Distributor’s Contract, to the extent the Principal Distributor
has Transferred its right thereto as aforesaid, the Investment Companies’ obligation to pay to the Principal Distributor’s
Transferee such Principal Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class
B Shares of such Fund shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim or any defense
whatsoever, including without limitation, any of the foregoing based on the insolvency or bankruptcy of the Principal Distribution
(it being understood that such provision is not a waiver of the Investment Companies’ right to pursue such Principal Distributor
and enforce such claims against the assets of such Principal Distributor other than its right to the Distribution Fees, CDSCs and
servicing fees, in respect of the Class B Shares of any Fund transferred in connection with such Transfer. For purposes of this
Plan, the term Allocable Portion of Distribution Fees or CDSCs payable in respect of the Class B Shares of any Fund as applied
to any Principal Distributor shall mean the portion of such Distribution Fees or CDSCs payable in respect of such Funds allocated
to such Principal Underwriter in accordance with the Allocation Schedule (as defined in the Distributor’s Contract as it
relates to the Class B Shares of the Fund). For purposes of this Plan, the term “Complete Termination” of this Plan
in respect of any Fund means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in
respect of all Class B Shares of such Fund, and the termination of the distribution plans and the complete cessation of the payment
of distribution fees pursuant to every other Distribution Plan pursuant to Rule 12b-1 of the Investment Companies in respect of
such Fund and any successor Fund or any Fund acquiring a substantial portion of the assets of such Fund and for every future class
of shares which has substantially similar characteristics to the Class B Shares of such Fund taking into account the manner of
payment and amount of sales charge, contingent deferred sales charge or other similar charges borne directly or indirectly by the
holders of such shares.
Witness the due execution hereof this execution
date.
Investment Companies (listed on Schedule A)
By: /s/ John W. McGonigle
Title: Executive Vice President
Date: October 24, 1997
Schedule A
DISTRIBUTION PLAN
Effective Date: Class B Shares of: Revised 6/29/20
|
|
|
FEDERATED HERMES ADVISER SERIES
|
8/31/17
|
Federated Hermes MDT Large Cap Value Fund
|
|
|
|
FEDERATED HERMES EQUITY FUNDS
|
12/1/00
|
Federated Hermes Kaufmann Fund
|
12/1/02
|
Federated Hermes Kaufmann Small Cap Fund
|
10/24/97
|
Federated Hermes MDT Mid-Cap Growth Fund
|
|
|
10/24/97
|
FEDERATED HERMES EQUITY INCOME FUND, INC.
|
|
|
|
FEDERATED HERMES FIXED INCOME SECURITIES, INC.
|
10/24/97
|
Federated Hermes Strategic Income Fund
|
|
|
6/1/08
|
FEDERATED HERMES GLOBAL ALLOCATION FUND
|
|
|
10/24/97
|
FEDERATED HERMES GOVERNMENT INCOME SECURITIES, INC.
|
|
|
10/24/97
|
FEDERATED HERMES HIGH INCOME BOND FUND, INC.
|
|
|
9/1/02
|
FEDERATED HERMES INCOME SECURITIES TRUST
|
12/1/02
|
Federated Hermes Capital Income Fund
|
9/1/02
|
Federated Hermes Fund for U.S. Government Securities
|
9/1/03
|
Federated Hermes Muni and Stock Advantage Fund
|
|
|
|
FEDERATED HERMES INTERNATIONAL SERIES, INC.
|
10/24/97
|
Federated Hermes Global Total Return Bond Fund
|
|
|
|
FEDERATED HERMES INVESTMENT SERIES FUNDS, INC.
|
10/24/97
|
Federated Hermes Corporate Bond Fund
|
|
|
|
FEDERATED HERMES MDT SERIES
|
3/1/07
|
Federated Hermes MDT Large Cap Growth Fund
|
12/1/07
|
Federated Hermes MDT Small Cap Growth Fund
|
|
|
|
FEDERATED HERMES MUNICIPAL SECURITIES INCOME TRUST
|
6/1/06
|
Federated Hermes Municipal High Yield Advantage Fund
|
10/24/97
|
Federated Hermes Pennsylvania Municipal Income Fund
|
|
|
10/24/97
|
FEDERATED HERMES MUNICIPAL BOND FUND, INC.
|
|
|
|
FEDERATED HERMES TOTAL RETURN SERIES, INC.
|
6/1/01
|
Federated Hermes Total Return Bond Fund
|
|
|
|
FEDERATED HERMES WORLD INVESTMENT SERIES, INC.
|
10/24/97
|
Federated Hermes Emerging Market Debt Fund
|
10/24/97
|
Federated Hermes International Small-Mid Company Fund
|
6/1/98
|
Federated Hermes International Leaders Fund
|
|
|
|
FEDERATED HERMES MONEY MARKET OBLIGATIONS TRUST
|
6/1/15
|
Federated Hermes Government Reserves Fund
|
Exhibit 28 n under Form N-1A
Exhibit (99) under Item 601/Reg. S-K
MULTIPLE CLASS PLAN
Current as of September 1, 2020
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:
Purchase Amount
|
Sales Load as a Percentage of
Public Offering Price
|
Less than $50,000
|
5.50%
|
$50,000 but less than $100,000
|
4.50%
|
$100,000 but less than $250,000
|
3.75%
|
$250,000 but less than $500,000
|
2.50%
|
$500,000 but less than $1 million
|
2.00%
|
$1 million or greater
|
0.00%
|
(B) FIXED INCOME SALES
LOAD SCHEDULE
The schedule of sales loads for Class A Shares of Funds so designated
on the Schedule to this Exhibit is as follows:
Purchase Amount
|
Sales Charge as a Percentage of
Public Offering Price
|
Less than $100,000
|
4.50%
|
$100,000 but less than $250,000
|
3.75%
|
$250,000 but less than $500,000
|
2.50%
|
$500,000 but less than $1 million
|
2.00%
|
$1 million or greater
|
0.00%
|
(C) MODIFIED FIXED INCOME
SALES LOAD SCHEDULE
The schedule of sales loads for Class A Shares of Funds so designated
on the Schedule to this Exhibit is as follows:
Purchase Amount
|
Sales Charge as a Percentage of
Public Offering Price
|
Less than $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
Multiple Class Company
Series
|
12b-1
Fee
|
Redemption
Fee
|
|
|
|
Federated Hermes Income Securities Trust
|
|
|
Federated Hermes Floating Rate Strategic Income Fund
|
0.05%
|
None
|
Federated Hermes Short-Term Income Fund
|
0.05%
|
None
|
|
|
|
Federated Hermes Institutional Trust
|
|
|
Federated Hermes Short-Intermediate Total Return Bond Fund
|
0.05%
|
None
|
|
|
|
Federated Hermes Short-Intermediate Municipal Fund
|
0.05%
|
None
|
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
|
CLASS A1 SHARES
EXHIBIT TO
MULTIPLE CLASS PLAN
9/1/20
|
1.
|
SEPARATE ARRANGEMENT AND EXPENSE ALLOCATION
|
A1
Shares are available 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 A1 Shares. A1 Shares may also be purchased directly from the
Fund in certain circumstances. For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement
of the Class A1 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-l Plan. In connection with this basic arrangement, Class
A1 Shares will bear the following fees and expenses:
Fees and Expenses
|
Maximum Amount Allocated Class A1 Shares
|
Sales Load
|
Up to 2.00% of the public offering price
|
Contingent Deferred Sales Charge (“CDSC”)
|
0.00%
|
Shareholder Service Fee
|
Up to 25 basis points (0.25%) of the average daily net asset value
|
12b-l 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 A1 Shares as described in Section 3 of the Plan
|
|
2.
|
CONVERSION AND EXCHANGE PRIVILEGES
|
For purposes
of Rule 18f-3, Class A1 Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights:
|
At the election of the shareholder, Class A1 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 A1 Shares may be exchanged for Class A1 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-l 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 A1 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
|
2.00%
|
$100,000 but less than $250,000
|
1.50%
|
$250,000 but less than $500,000
|
1.00%
|
$500,000 or greater
|
0.00%
|
|
(B)
|
“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 A1 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 A1 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 A1 Shares or (y) the redemption price of the Class A1 Shares.
Any contingent deferred sales charge received upon redemption of Class A1 Shares shall be paid
to the principal underwriter in consideration of the advance commission.
|
(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 A1, 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 A1 Shares within a thirteen
month period.
|
Continent
upon notification to the Fund’s Transfer Agent, no sales load shall
be assessed on purchases of Class A1 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 A1 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.
|
|
(E)
|
WAIVER OF CONTINGENT DEFERRED 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.
|
For
purposes of Rule 11a-3 under the Act, any redemption fee
received upon the redemption or exchange of Class A1 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 A1 Shares held in retirement plans established
under Section 40l(a) or 40l(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 A1 Shares held in plans administered as college savings programs under Section 529 of the Code; and (iii) Class
A1 Shares redeemed due to the death of the last surviving shareholder on the account.
SCHEDULE OF FUNDS OFFERING CLASS
A1 SHARES
The Funds set forth on this Schedule each offer Class
A1 Shares on the terms set forth in the Class A1 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 A1 SHARES SUBJECT TO THE BASIC LOAD SCHEDULE
|
Multiple Class Company
Series
|
12b-l Fee
|
Redemption Fee
|
|
|
|
Federated Hermes Income Securities Trust
|
|
|
Federated Hermes Floating Rate Strategic Income Fund
|
0.05%
|
None
|
|
|
|
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:
Fees and Expenses
|
Maximum Amount Allocated Class C Shares
|
Contingent Deferred Sales Charge (“CDSC”)
|
1.00% of the share price at the time of purchase or redemption, whichever is lower if redeemed within twelve months following purchase
|
|
|
Shareholder Service Fee
|
Up to 25 basis points (0.25%) of the average daily net asset value
|
|
|
12b-1 Fee
|
As set forth in the attached Schedule
|
|
|
Redemption Fee
|
As set forth in the attached Schedule
|
|
|
Other Expenses
|
Itemized expenses incurred by the Fund with respect to holders of Class C Shares as described in Section 3 of the Plan
|
2. Conversion
and Exchange Privileges
For purposes of Rule 18f-3, Class C Shares have the following conversion
rights and exchange privileges at the election of the shareholder:
Conversion Rights:
|
At the election of the shareholder, Class C Shares that are
not subject to a contingent deferred sales charge (“CDSC”) may be converted to any other Share Class of the
same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought,
as applicable. For Class C Shares purchased through a financial intermediary after June 30, 2017, such shares may only be
converted to another Share Class of the same Fund if: (i) the Class C Shares are no longer subject to a CDSC or the financial intermediary
agrees to reimburse the Fund’s distributor the CDSC otherwise payable upon the sale of such Class C Shares; (ii) the shareholder
meets the investment minimum and eligibility requirements for the Share Class into which the conversion is sought, as applicable;
and (iii) (A) the conversion is made to facilitate the shareholder’s participation in a self-directed brokerage account for
a fee-based advisory program offered by the intermediary, or (B) the conversion is part of a multiple-client transaction through
a particular financial intermediary as pre-approved by the Fund’s Administrator.
After Class C Shares have been held for
ten years from the date of purchase, they will automatically convert into Class A Shares on the next monthly conversion processing
date, provided that the Fund or financial intermediary, record keeper, or platform has records confirming that the Class C Shares
have been held for at least ten years and that Class A Shares are available for purchase. The financial intermediary, record keeper,
or platform shall provide, upon the Fund’s request, representations that it has records confirming that the Class C Shares
have been held for at least ten years and that Class A Shares are available for purchase. For Class C Shares acquired in an exchange
from another Fund, the date of purchase will be based on the initial purchase of the Class C Shares of the prior Fund.”
|
Exchange Privileges:
|
Class C Shares may be exchanged for Class C Shares of any other Fund.
|
In any exchange, the shareholder shall receive shares having the
same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated in the same manner as a
redemption and purchase.
3. Exceptions
to Basic Arrangements
For purposes of Rules 22d-1 and 6c-10 under the Act, unless otherwise
specified on the Schedule to this Exhibit, the scheduled variations contingent deferred sales charges are as follows:
(A)
WAIVER OF CDSC
·
|
following the death of the last surviving shareholder on the account, or post-purchase disability of all registered shareholder(s), as defined in Section 72(m)(7) of the Internal Revenue Code;
|
·
|
due to the termination of a trust following the death of the trustor/grantor or beneficiary, provided that the trust document specifically states that the trust is terminated upon the death
|
·
|
representing minimum required distributions (“RMD”) from an Individual Retirement Account or other retirement plan as required under the Internal Revenue Code;
|
·
|
of Shares originally purchased through a financial intermediary that did not receive an advance commission on the purchase;
|
·
|
of Shares that were reinvested within 120 days of a previous redemption;
|
·
|
of Shares held by the Directors, Trustees, employees, former employees and sales representatives of the Fund, the Adviser, the principal underwriter and their affiliates, employees of any investment professional that sells Shares according to a sales agreement with the principal underwriter, by the immediate family members of the above persons, and by trusts, pension or profit-sharing plans for the above persons;
|
·
|
of Shares originally purchased through a program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement, or other fee-based program offered by the Financial Intermediary) and where the Financial Intermediary has agreed with the principal underwriter not to receive an advanced commission on purchases under such program;
|
·
|
of Shares purchased with reinvested dividends or capital gains;
|
·
|
imposed by the Fund when it closes an account for not meeting the minimum balance requirements; and
|
·
|
of Shares which were purchased pursuant to an exchange privilege if the Shares were held for the applicable CDSC holding period.
|
(B) SALES CHARGE WAIVERS
FOR SHAREHOLDERS PURCHASING THROUGH CERTAIN FINANCIAL INTERMEDIARIES
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.
Multiple Class Company
Series
|
12b-1 Fee
|
Shareholder
Service Fee
|
Redemption Fee
|
|
|
|
|
Federated Hermes Adjustable Rate Securities Trust
|
None
|
None
|
None
|
|
|
|
|
Federated Hermes Adviser Series
|
|
|
|
Federated Hermes Emerging Markets Equity Fund
|
0.00%
|
0.25%
|
None
|
Federated Hermes Absolute Return Credit Fund
|
0.00%
|
0.00%
|
None
|
Federated Hermes Global Equity Fund
|
None
|
0.00%
|
None
|
Federated Hermes Global Small Cap Fund
|
None
|
0.00%
|
None
|
Federated Hermes International Developed Equity Fund
|
None
|
0.25%
|
None
|
Federated Hermes SDG Engagement Equity Fund
|
0.00%
|
0.00%
|
None
|
Federated Hermes SDG Engagement High Yield Credit Fund
|
0.00%
|
0.25%
|
None
|
Federated Hermes Unconstrained Credit Fund
|
None
|
0.00%
|
None
|
Federated Hermes US SMID Fund
|
None
|
None
|
None
|
Federated Hermes International Equity Fund
|
0.00%
|
0.25%
|
None
|
Federated Hermes International Growth Fund
|
0.00%
|
0.25%
|
None
|
Federated Hermes MDT Large Cap Value Fund
|
0.00%
|
0.25%
|
None
|
|
|
|
|
Federated Hermes Equity Funds:
|
|
|
|
Federated Hermes Absolute Return Credit Fund
|
None
|
None
|
None
|
Federated Hermes Clover Small Value Fund
|
None
|
None
|
None
|
Federated Hermes Global Strategic Value Dividend Fund
|
None
|
None
|
None
|
Federated Hermes International Strategic Value Dividend Fund
|
None
|
None
|
None
|
Federated Hermes Kaufmann Fund
|
None
|
None
|
None
|
Federated Hermes Kaufmann Large Cap Fund
|
None
|
None
|
None
|
Federated Hermes Kaufmann Small Cap Fund
|
None
|
None
|
None
|
Federated Hermes MDT Mid Cap Growth Fund
|
None
|
None
|
None
|
Federated Hermes Prudent Bear Fund
|
None
|
None
|
None
|
Federated Hermes Strategic Value Dividend Fund
|
None
|
None
|
None
|
|
|
|
|
Federated Hermes Equity Income Fund, Inc.
|
None
|
None
|
None
|
|
|
|
|
Federated Hermes Fixed Income Securities, Inc.:
|
|
|
|
Federated Hermes Municipal Ultrashort Fund
|
None
|
None
|
None
|
Federated Hermes Strategic Income Fund
|
None
|
None
|
None
|
|
|
|
|
Federated Hermes Global Allocation Fund
|
None
|
None
|
None
|
|
|
|
|
Federated Hermes Government Income Trust
|
None
|
0.25%
|
None
|
Federated Hermes Government Income Securities, Inc.
|
None
|
None
|
None
|
Federated Hermes High Income Bond Fund
|
None
|
None
|
None
|
|
|
|
|
Federated Hermes High Yield Trust
|
|
|
|
Federated Hermes Opportunistic High Yield Bond Fund
|
None
|
None
|
None
|
Federated Hermes Equity Advantage Fund
|
None
|
None
|
None
|
|
|
|
|
Multiple Class Company
Series
|
12b-1 Fee
|
Shareholder
Service Fee
|
Redemption Fee
|
Federated Hermes Income Securities Trust:
|
|
|
|
Federated Hermes Capital Income Fund
|
None
|
None
|
None
|
Federated Hermes Floating Rate Strategic Income Fund
|
None
|
None
|
None
|
Federated Hermes Fund for U.S. Government Securities
|
None
|
None
|
None
|
Federated Hermes Intermediate Corporate Bond Fund
|
None
|
0.25%
|
None
|
Federated Hermes Muni and Stock Advantage Fund
|
None
|
None
|
None
|
Federated Hermes Real Return Bond Fund
|
None
|
0.25%
|
None
|
Federated Hermes Short-Term Income Fund
|
None
|
None
|
None
|
|
|
|
|
Federated Hermes Index Trust:
|
|
|
|
Federated Hermes Max-Cap Index Fund
|
None
|
0.25%
|
None
|
Federated Hermes Mid-Cap Index Fund
|
None
|
None
|
None
|
|
|
|
|
Federated Hermes Institutional Trust:
|
|
|
|
Federated Hermes Government Ultrashort Fund
|
None
|
None
|
None
|
Federated Hermes Short-Intermediate Total Return Bond Fund
|
None
|
None
|
None
|
|
|
|
|
Federated Hermes International Series, Inc.
|
|
|
|
Federated Hermes Global Total Return Bond Fund (formerly Federated International Bond Fund)
|
None
|
None
|
None
|
|
|
|
|
Federated Hermes Investment Series Fund, Inc.
|
|
|
|
Federated Hermes Corporate Bond Fund
|
None
|
None
|
None
|
|
|
|
|
Federated Hermes MDT Series:
|
|
|
|
Federated Hermes MDT All Cap Core Fund
|
None
|
None
|
None
|
Federated Hermes MDT Balanced Fund
|
None
|
None
|
None
|
Federated Hermes MDT Large Cap Growth Fund
|
None
|
None
|
None
|
Federated Hermes MDT Small Cap Core Fund
|
None
|
None
|
None
|
Federated Hermes MDT Small Cap Growth Fund
|
None
|
None
|
None
|
|
|
|
|
Federated Hermes Municipal Bond Fund, Inc.
|
None
|
None
|
None
|
|
|
|
|
Federated Hermes Municipal Securities Income Trust
|
|
|
|
Federated Hermes Michigan Intermediate Municipal Trust
|
None
|
None
|
None
|
Federated Hermes Municipal High Yield Advantage Fund
|
None
|
None
|
None
|
Federated Hermes Ohio Municipal Income Fund
|
None
|
None
|
None
|
Federated Hermes Pennsylvania Municipal Income Fund
|
None
|
None
|
None
|
|
|
|
|
Federated Hermes Short-Intermediate Municipal Fund
|
None
|
0.25%
|
None
|
|
|
|
|
Federated Hermes Total Return Government Bond Fund
|
None
|
None
|
None
|
|
|
|
|
Federated Hermes Total Return Series, Inc.:
|
|
|
|
Federated Hermes Select Total Return Bond Fund (formerly Federated
Mortgage Fund)
|
None
|
0.25%
|
None
|
Federated Hermes Total Return Bond Fund
|
None
|
None
|
None
|
Federated Hermes Ultrashort Bond Fund
|
None
|
0.25%
|
None
|
|
|
|
|
Federated Hermes Short-Term Government Fund
|
None
|
0.25%
|
None
|
|
|
|
|
Federated Hermes Short-Intermediate Government Fund
|
None
|
0.25%
|
None
|
Multiple Class Company
Series
|
12b-1 Fee
|
Shareholder
Service Fee
|
Redemption Fee
|
|
|
|
|
Federated Hermes World Investment Series, Inc.
|
|
|
|
Federated Hermes Emerging Market Debt Fund
|
None
|
None
|
None
|
Federated Hermes International Leaders Fund
|
None
|
None
|
None
|
Federated Hermes International Small-Mid Company Fund
|
None
|
None
|
None
|
|
|
|
|
Federated Hermes Intermediate Municipal Trust:
|
|
|
|
Federated Hermes Intermediate Municipal Fund
|
None
|
0.25%
|
None
|
|
|
|
|
Federated Hermes Money Market Obligations Trust:
|
|
|
|
Federated Hermes Government Obligations Fund
|
None
|
0.25%
|
None
|
Federated Hermes Government Obligations Tax-Managed Fund
|
None
|
0.25%
|
None
|
Federated Hermes Institutional Money Market Management
|
None
|
0.25%
|
None
|
Federated Hermes Institutional Prime Obligations Fund
|
None
|
0.25%
|
None
|
Federated Hermes Institutional Tax-Free Cash Trust
|
None
|
0.25%
|
None
|
Federated Hermes Treasury Obligations Fund
|
None
|
0.25%
|
None
|
Federated Hermes Trust for U.S. Treasury Obligations
|
None
|
None
|
None
|
Federated Hermes U.S. Treasury Cash Reserves
|
None
|
0.25%
|
None
|
Schedule
of Funds
Offering WEALTH Shares
The Retail Money Market Funds set forth on this Schedule each offer
Wealth Shares on the terms set forth in the Institutional/Wealth Shares Exhibit to the Multiple Class Plan, in each case as indicated
below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued
may be less.
Multiple Class Company
Series
|
12b-1 Fee
|
Shareholder
Service Fee
|
Redemption Fee
|
|
|
|
|
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%
|
Class
R Shares Exhibit
To
Multiple
Class Plan
(revised
09/01/20)
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:
|
Excepting Federated Hermes Kaufmann Fund, 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
|
|
|
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
|
|
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
|
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:
Transaction Amount
|
Sales Load as a Percentage of
Public Offering Price
|
Less than $250,000
|
2.50%
|
$250,000 but less than $500,000
|
2.00%
|
$500,000 but less than $1 million
|
1.50%
|
$1 million or greater
|
1.00%
|
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
Multiple Class Company
Series
|
Redemption
Fee
|
|
|
Federated Hermes Adviser Series
|
|
Federated Hermes MDT Large Cap Value Fund
|
None
|
|
|
|
|
Federated Hermes Equity Funds
|
|
Federated Hermes Clover Small Value Fund
|
None
|
Federated Hermes International Strategic Value Dividend Fund
|
None
|
Federated Hermes Kaufmann Fund
|
None
|
Federated Hermes Kaufmann Large Cap Fund
|
None
|
Federated Hermes Kaufmann Small Cap Fund
|
None
|
Federated Hermes MDT Mid-Cap Growth Fund
|
None
|
Federated Hermes Prudent Bear Fund
|
None
|
Federated Hermes Strategic Value Dividend Fund
|
None
|
|
|
Federated Hermes Equity Income Fund, Inc.
|
None
|
|
|
Federated Hermes Fixed Income Securities, Inc.
|
|
Federated Hermes Strategic Income Fund
|
None
|
|
|
Federated Hermes Global Allocation Fund
|
None
|
|
|
Federated Hermes Government Income Securities, Inc.
|
None
|
|
|
Federated Hermes Income Bond Fund, Inc.
|
None
|
|
|
Federated Hermes High Yield Trust
|
|
Federated Hermes Opportunistic High Yield Bond Fund
|
2.00% on shares redeemed within 90 days of purchase
|
|
|
Federated Hermes Income Securities Trust
|
|
Federated Hermes Capital Income Fund
|
None
|
Federated Hermes Fund for U.S. Government Securities
|
None
|
Federated Hermes Muni and Stock Advantage Fund
|
None
|
|
|
Federated Hermes Investment Series Funds, Inc.
|
|
Federated Hermes Corporate Bond Fund
|
None
|
|
|
Federated Hermes MDT Series
|
|
Federated Hermes MDT All Cap Core Fund
|
None
|
Federated Hermes MDT Balanced Fund
|
None
|
Federated Hermes MDT Large Cap Growth Fund
|
None
|
Federated Hermes MDT Small Cap Core Fund
|
None
|
Federated Hermes MDT Small Cap Growth Fund
|
None
|
|
|
|
|
Federated Hermes Municipal Securities Income Trust
|
|
Federated Hermes Municipal High Yield Advantage Fund
|
None
|
Federated Hermes Pennsylvania Municipal Income Fund
|
None
|
|
|
Federated Hermes Municipal Bond Fund, Inc.
|
None
|
|
|
Federated Hermes Total Return Series, Inc.
|
|
Federated Hermes Total Return Bond Fund
|
None
|
|
|
Federated Hermes World Investment Series, Inc.
|
|
Federated Hermes International Leaders Fund
|
None
|
Federated Hermes International Small-Mid Company Fund
|
2.00% on shares redeemed within 30 days of purchase
|
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.
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Exchange Privilege:
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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.
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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
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Series
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Federated Hermes Short-Term Government Fund
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