Share Class | Ticker
|
A | FMTAX
|
Institutional | FSHIX
|
Service | FSHSX
|
|
|
A
|
IS
|
SS
|
Management Fee
|
0.40%
|
0.40%
|
0.40%
|
Distribution (12b-1) Fee
|
10.00%
|
None
|
None
|
Other Expenses
|
0.41%
|
0.41%
|
0.41%
|
Total Annual Fund Operating Expenses
|
0.81%
|
0.81%
|
0.81%
|
Fee Waivers and/or Expense Reimbursements2
|
(0.10)%
|
(0.35)%
|
(0.10)%
|
Total Annual Fund Operating Expenses After Fee Waivers and/orExpense Reimbursements
|
0.71%
|
0.46%
|
0.71%
|
Share Class
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
A
|
$182
|
$356
|
$545
|
$1,092
|
IS
|
$47
|
$148
|
$258
|
$579
|
SS
|
$83
|
$259
|
$450
|
$1,002
|
|
|
|
The following sections until “How is the Fund Sold?” relate to sales charge information in connection with the purchase of the A class.
|
|
Minimum
Initial/Subsequent
Investment
Amounts1
|
Maximum Sales Charge
|
Shares Offered
|
Front-End
Sales Charge2
|
|
A
|
$1,500/$100
|
1.00%
|
A Class:
|
||
Purchase Amount
|
Sales Charge
as a Percentage
of Public
Offering Price
|
Sales Charge
as a Percentage
of NAV
|
Less than $100,000
|
1.00%
|
1.01%
|
$100,000 or greater
|
0.00%
|
0.00%
|
A Class:
|
|
Purchase Amount
|
Dealer Reallowance
as a Percentage of
Public Offering Price
|
Less than $100,000
|
1.00%
|
$100,000 or greater
|
0.00%
|
Year Ended June 30
|
2021
|
2020
|
2019
|
2018
|
2017
|
Net Asset Value, Beginning of Period
|
$10.25
|
$10.30
|
$10.22
|
$10.27
|
$10.35
|
Income From Investment Operations:
|
|
|
|
|
|
Net investment income
|
0.08
|
0.13
|
0.14
|
0.11
|
0.09
|
Net realized and unrealized gain (loss)
|
0.12
|
(0.05)
|
0.08
|
(0.05)
|
(0.08)
|
TOTAL FROM INVESTMENT OPERATIONS
|
0.20
|
0.08
|
0.22
|
0.06
|
0.01
|
Less Distributions:
|
|
|
|
|
|
Distributions from net investment income
|
(0.08)
|
(0.13)
|
(0.14)
|
(0.11)
|
(0.09)
|
Net Asset Value, End of Period
|
$10.37
|
$10.25
|
$10.30
|
$10.22
|
$10.27
|
Total Return 1
|
1.98%
|
0.81%
|
2.20%
|
0.60%
|
0.09%
|
Ratios to Average Net Assets:
|
|
|
|
|
|
Net expenses2
|
0.71%
|
0.81%3
|
0.96%3
|
0.96%3
|
0.96%
|
Net investment income
|
0.78%
|
1.30%
|
1.41%
|
1.07%
|
0.86%
|
Expense waiver/reimbursement4
|
0.10%
|
0.11%
|
0.10%
|
0.09%
|
0.08%
|
Supplemental Data:
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
$509,643
|
$250,177
|
$178,706
|
$178,414
|
$228,127
|
Portfolio turnover
|
11%
|
49%
|
39%
|
18%
|
32%
|
Year Ended June 30
|
2021
|
2020
|
2019
|
2018
|
2017
|
Net Asset Value, Beginning of Period
|
$10.24
|
$10.30
|
$10.21
|
$10.26
|
$10.35
|
Income From Investment Operations:
|
|
|
|
|
|
Net investment income
|
0.11
|
0.17
|
0.19
|
0.16
|
0.14
|
Net realized and unrealized gain (loss)
|
0.13
|
(0.06)
|
0.09
|
(0.05)
|
(0.09)
|
TOTAL FROM INVESTMENT OPERATIONS
|
0.24
|
0.11
|
0.28
|
0.11
|
0.05
|
Less Distributions:
|
|
|
|
|
|
Distributions from net investment income
|
(0.11)
|
(0.17)
|
(0.19)
|
(0.16)
|
(0.14)
|
Net Asset Value, End of Period
|
$10.37
|
$10.24
|
$10.30
|
$10.21
|
$10.26
|
Total Return 1
|
2.34%
|
1.07%
|
2.81%
|
1.10%
|
0.49%
|
Ratios to Average Net Assets:
|
|
|
|
|
|
Net expenses2
|
0.46%
|
0.46%3
|
0.46%3
|
0.46%3
|
0.46%
|
Net investment income
|
1.05%
|
1.66%
|
1.91%
|
1.58%
|
1.36%
|
Expense waiver/reimbursement4
|
0.17%
|
0.18%
|
0.21%
|
0.24%
|
0.23%
|
Supplemental Data:
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
$624,552
|
$561,612
|
$575,676
|
$689,739
|
$840,891
|
Portfolio turnover
|
11%
|
49%
|
39%
|
18%
|
32%
|
Year Ended June 30
|
2021
|
2020
|
2019
|
2018
|
2017
|
Net Asset Value, Beginning of Period
|
$10.25
|
$10.30
|
$10.22
|
$10.26
|
$10.35
|
Income From Investment Operations:
|
|
|
|
|
|
Net investment income
|
0.08
|
0.14
|
0.17
|
0.14
|
0.11
|
Net realized and unrealized gain (loss)
|
0.12
|
(0.05)
|
0.08
|
(0.04)
|
(0.09)
|
TOTAL FROM INVESTMENT OPERATIONS
|
0.20
|
0.09
|
0.25
|
0.10
|
0.02
|
Less Distributions:
|
|
|
|
|
|
Distributions from net investment income
|
(0.08)
|
(0.14)
|
(0.17)
|
(0.14)
|
(0.11)
|
Net Asset Value, End of Period
|
$10.37
|
$10.25
|
$10.30
|
$10.22
|
$10.26
|
Total Return 1
|
2.00%
|
0.93%
|
2.46%
|
0.95%
|
0.25%
|
Ratios to Average Net Assets:
|
|
|
|
|
|
Net expenses2
|
0.70%
|
0.70%3
|
0.70%3
|
0.71%3
|
0.70%
|
Net investment income
|
0.82%
|
1.42%
|
1.67%
|
1.30%
|
1.12%
|
Expense waiver/reimbursement4
|
0.10%
|
0.21%
|
0.35%
|
0.34%
|
0.33%
|
Supplemental Data:
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
$10,101
|
$11,431
|
$11,663
|
$14,429
|
$31,831
|
Portfolio turnover
|
11%
|
49%
|
39%
|
18%
|
32%
|
FEDERATED HERMES SHORT-INTERMEDIATE MUNICIPAL FUND–A CLASS
|
|||||
ANNUAL EXPENSE RATIO: 0.81%
|
|||||
MAXIMUM FRONT-END SALES CHARGE: 1.00%
|
|||||
Year
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
Investment
After
Returns
|
Hypothetical
Expenses
|
Hypothetical
Ending
Investment
|
1
|
$10,000.00
|
$495.00
|
$10,395.00
|
$181.87
|
$10,314.81
|
2
|
$10,314.81
|
$515.74
|
$10,830.55
|
$85.30
|
$10,747.00
|
3
|
$10,747.00
|
$537.35
|
$11,284.35
|
$88.87
|
$11,197.30
|
4
|
$11,197.30
|
$559.87
|
$11,757.17
|
$92.60
|
$11,666.47
|
5
|
$11,666.47
|
$583.32
|
$12,249.79
|
$96.48
|
$12,155.30
|
6
|
$12,155.30
|
$607.77
|
$12,763.07
|
$100.52
|
$12,664.61
|
7
|
$12,664.61
|
$633.23
|
$13,297.84
|
$104.73
|
$13,195.26
|
8
|
$13,195.26
|
$659.76
|
$13,855.02
|
$109.12
|
$13,748.14
|
9
|
$13,748.14
|
$687.41
|
$14,435.55
|
$113.69
|
$14,324.19
|
10
|
$14,324.19
|
$716.21
|
$15,040.40
|
$118.46
|
$14,924.37
|
Cumulative
|
|
$5,995.66
|
|
$1,091.64
|
|
FEDERATED HERMES SHORT-INTERMEDIATE MUNICIPAL FUND–IS CLASS
|
|||||
ANNUAL EXPENSE RATIO: 0.46%
|
|||||
MAXIMUM FRONT-END SALES CHARGE: NONE
|
|||||
Year
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
Investment
After
Returns
|
Hypothetical
Expenses
|
Hypothetical
Ending
Investment
|
1
|
$10,000.00
|
$500.00
|
$10,500.00
|
$47.04
|
$10,454.00
|
2
|
$10,454.00
|
$522.70
|
$10,976.70
|
$49.18
|
$10,928.61
|
3
|
$10,928.61
|
$546.43
|
$11,475.04
|
$51.41
|
$11,424.77
|
4
|
$11,424.77
|
$571.24
|
$11,996.01
|
$53.75
|
$11,943.45
|
5
|
$11,943.45
|
$597.17
|
$12,540.62
|
$56.19
|
$12,485.68
|
6
|
$12,485.68
|
$624.28
|
$13,109.96
|
$58.74
|
$13,052.53
|
7
|
$13,052.53
|
$652.63
|
$13,705.16
|
$61.40
|
$13,645.11
|
8
|
$13,645.11
|
$682.26
|
$14,327.37
|
$64.19
|
$14,264.60
|
9
|
$14,264.60
|
$713.23
|
$14,977.83
|
$67.11
|
$14,912.21
|
10
|
$14,912.21
|
$745.61
|
$15,657.82
|
$70.15
|
$15,589.22
|
Cumulative
|
|
$6,155.55
|
|
$579.16
|
|
FEDERATED HERMES SHORT-INTERMEDIATE MUNICIPAL FUND–SS CLASS
|
|||||
ANNUAL EXPENSE RATIO: 0.81%
|
|||||
MAXIMUM FRONT-END SALES CHARGE: NONE
|
|||||
Year
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
Investment
After
Returns
|
Hypothetical
Expenses
|
Hypothetical
Ending
Investment
|
1
|
$10,000.00
|
$500.00
|
$10,500.00
|
$82.70
|
$10,419.00
|
2
|
$10,419.00
|
$520.95
|
$10,939.95
|
$86.16
|
$10,855.56
|
3
|
$10,855.56
|
$542.78
|
$11,398.34
|
$89.77
|
$11,310.41
|
4
|
$11,310.41
|
$565.52
|
$11,875.93
|
$93.53
|
$11,784.32
|
5
|
$11,784.32
|
$589.22
|
$12,373.54
|
$97.45
|
$12,278.08
|
6
|
$12,278.08
|
$613.90
|
$12,891.98
|
$101.54
|
$12,792.53
|
7
|
$12,792.53
|
$639.63
|
$13,432.16
|
$105.79
|
$13,328.54
|
8
|
$13,328.54
|
$666.43
|
$13,994.97
|
$110.22
|
$13,887.01
|
9
|
$13,887.01
|
$694.35
|
$14,581.36
|
$114.84
|
$14,468.88
|
10
|
$14,468.88
|
$723.44
|
$15,192.32
|
$119.65
|
$15,075.13
|
Cumulative
|
|
$6,056.22
|
|
$1,001.65
|
|
Share Class | Ticker
|
A | FMTAX
|
Institutional | FSHIX
|
Service | FSHSX
|
|
|
Contents
|
1
|
How is the Fund Organized?
|
|
2021
|
2020
|
2019
|
|||
|
Total Sales
Charges
|
Amount
Retained
|
Total Sales
Charges
|
Amount
Retained
|
Total Sales
Charges
|
Amount
Retained
|
Class A Shares
|
$ 81,284
|
$ 0
|
$ 12,993
|
$ 0
|
$ 5,703
|
$ 0
|
Name
Birth Date
Positions Held with Fund
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)
|
Thomas R. Donahue*
Birth Date: October 20, 1958
Trustee
Indefinite Term
Began serving: May 2016
|
Principal Occupations: Director or Trustee of certain funds in the
Federated Hermes Complex; Chief Financial Officer, Treasurer, Vice
President and Assistant Secretary, Federated Hermes, Inc.; Chairman and
Trustee, Federated Administrative Services; Chairman and Director,
Federated Administrative Services, Inc.; Trustee and Treasurer, Federated
Advisory Services Company; Director or Trustee and Treasurer, Federated
Equity Management Company of Pennsylvania, Federated Global
Investment Management Corp., Federated Investment Counseling, and
Federated Investment Management Company; Director, MDTA LLC;
Director, Executive Vice President and Assistant Secretary, Federated
Securities Corp.; Director or Trustee and Chairman, Federated Services
Company and Federated Shareholder Services Company; and Director and
President, FII Holdings, Inc.
Previous Positions: Director, Federated Hermes, Inc.; Assistant Secretary,
Federated Investment Management Company, Federated Global
Investment Management Company and Passport Research, LTD; Treasurer,
Passport Research, LTD; Executive Vice President, Federated Securities
Corp.; and Treasurer, FII Holdings, Inc.
|
$0
|
$0
|
Name
Birth Date
Positions Held with Fund
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: August 2009
|
Principal Occupations: Director or Trustee of the Federated Hermes
Complex; Adjunct Professor Emerita 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; 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; Director and Chair, North Catholic High School, Inc.;
and Director and Vice Chair, Our Campaign for the Church Alive!, Inc.
|
$1,549.04
|
$286,000
|
Thomas M. O’Neill
Birth Date: June 14, 1951
Trustee
Indefinite Term
Began serving: August 2006
|
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).
|
$1,549.04
|
$286,000
|
Madelyn A. Reilly
Birth Date: February 2, 1956
Trustee
Indefinite Term
Began serving: November 2020
|
Principal Occupations: Director or Trustee of the Federated Hermes
Complex; Senior Vice President for Legal Affairs, General Counsel and
Secretary of the Board of Trustees, Duquesne University.
Other Directorships Held: None.
Qualifications: Ms. Reilly has served in various business and legal
management roles throughout her career. Ms. Reilly previously served as
Director of Risk Management and Associate General Counsel, Duquesne
University. Prior to her work at Duquesne University, Ms. Reilly served as
Assistant General Counsel of Compliance and Enterprise Risk as well as
Senior Counsel of Environment, Health and Safety, PPG Industries.
|
$995.59
|
$49,668.48
|
Name
Birth Date
Positions Held with Fund
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: September 2013
|
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, CONSOL Energy Inc. (split into two
separate publicly traded companies known as CONSOL Energy Inc. and
CNX Resources Corp.).
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,
CONSOL Energy Inc. and CNX Gas Company; and Board Member, Ethics
Counsel and Shareholder, Buchanan Ingersoll & Rooney PC (a law firm).
|
$1,482.30
|
$260,000
|
John S. Walsh
Birth Date: November 28, 1957
Trustee
Indefinite Term
Began serving: April 1999
|
Principal Occupations: Director or Trustee 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).
|
$1,626.42
|
$345,000
|
Name
Birth Date
Positions Held with Fund
Date Service Began
|
Principal Occupation(s) and Previous Position(s)
|
Lori A. Hensler
Birth Date: January 6, 1967
Treasurer
Officer since: April 2013
|
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.
|
John B. Fisher
Birth Date: May 16, 1956
PRESIDENT
Officer since: November 2004
|
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 and CEO of Passport Research, Ltd.; 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; 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.
|
Director/Trustee Emeritus
|
Compensation
From Fund
(past fiscal year)
|
Total
Compensation
Paid to
Director/Trustee
Emeritus1
|
Peter E. Madden
|
$ 115.35
|
$ 52,000.00
|
Charles F. Mansfield, Jr.2
|
$65.44
|
$0.00
|
Board
Committee
|
Committee
Members
|
Committee Functions
|
Meetings Held
During Last
Fiscal Year
|
Executive
|
J. Christopher Donahue
John T. Collins
John S. Walsh
|
In between meetings of the full Board, the Executive Committee generally may
exercise all the powers of the full Board in the management and direction of the
business and conduct of the affairs of the Trust in such manner as the Executive
Committee shall deem to be in the best interests of the Trust. However, the
Executive Committee cannot elect or remove Board members, increase or decrease
the number of Trustees, elect or remove any Officer, declare dividends, issue shares
or recommend to shareholders any action requiring shareholder approval.
|
One
|
Audit
|
G. Thomas Hough
Maureen Lally-Green
Thomas M. O’Neill
P. Jerome Richey
|
The purposes of the Audit Committee are to oversee the accounting and financial
reporting process of the Fund, the Fund’s internal control over financial reporting
and the quality, integrity and independent audit of the Fund’s financial statements.
The Committee also oversees or assists the Board with the oversight of compliance
with legal requirements relating to those matters, approves the engagement and
reviews the qualifications, independence and performance of the Fund’s
independent registered public accounting firm, acts as a liaison between the
independent registered public accounting firm and the Board and reviews the Fund’s
internal audit function.
|
Seven
|
Nominating
|
John T. Collins
G. Thomas Hough
Maureen Lally-Green
Thomas M. O’Neill
Madelyn A. Reilly
P. Jerome Richey
John S. Walsh
|
The Nominating Committee, whose members consist of all Independent Trustees,
selects and nominates persons for election to the Fund’s Board when vacancies
occur. The Committee will consider candidates recommended by shareholders,
Independent Trustees, officers or employees of any of the Fund’s agents or service
providers and counsel to the Fund. Any shareholder who desires to have an
individual considered for nomination by the Committee must submit a
recommendation in writing to the Secretary of the Fund, at the Fund’s address
appearing on the back cover of this SAI. The recommendation should include the
name and address of both the shareholder and the candidate and detailed
information concerning the candidate’s qualifications and experience. In identifying
and evaluating candidates for consideration, the Committee shall consider such
factors as it deems appropriate. Those factors will ordinarily include: integrity,
intelligence, collegiality, judgment, diversity, skill, business and other experience,
qualification as an “Independent Trustee,” the existence of material relationships
which may create the appearance of a lack of independence, financial or accounting
knowledge and experience and dedication and willingness to devote the time and
attention necessary to fulfill Board responsibilities.
|
One
|
Interested Board
Member Name
|
Dollar Range of
Shares Owned in
Federated Hermes Short-
Intermediate Municipal Fund
|
Aggregate
Dollar Range of
Shares Owned in
Federated Hermes Family of
Investment Companies
|
J. Christopher Donahue
|
None
|
Over $100,000
|
Thomas R. Donahue
|
None
|
Over $100,000
|
Independent Board
Member Name
|
|
|
John T. Collins
|
None
|
Over $100,000
|
G. Thomas Hough
|
None
|
Over $100,000
|
Maureen Lally-Green
|
None
|
Over $100,000
|
Thomas M. O’Neill
|
None
|
Over $100,000
|
Madelyn A. Reilly
|
None
|
None
|
P. Jerome Richey
|
None
|
Over $100,000
|
John S. Walsh
|
None
|
Over $100,000
|
Average Daily Net Assets
of the Investment Complex
|
|
0.100 of 1%
|
on assets up to $50 billion
|
0.075 of 1%
|
on assets over $50 billion
|
For the Period Ended June 30
|
2021
|
2020
|
2019
|
Advisory Fee Earned
|
$ 3,998,808
|
$ 3,268,620
|
$ 3,166,225
|
Advisory Fee Waived
|
$ 978,550
|
$ 897,289
|
$ 818,012
|
Net Administrative Fee
|
$ 775,511
|
$ 652,049
|
$ 644,904
|
Net 12b-1 Fee:
|
|
|
|
Class A Shares
|
$ 0
|
$ 207,285
|
$ 398,002
|
Service Shares
|
$ 0
|
$ 0
|
$ 0
|
Net Shareholder Services Fee:
|
|
|
|
Class A Shares
|
$ 1,040,264
|
$ 515,590
|
$ 397,537
|
Institutional Shares
|
$ 0
|
$ 0
|
$ 0
|
Service Shares
|
$ 26,156
|
$ 27,353
|
$ 32,358
|
Gross income from securities lending activities
|
$ 00.00
|
Fees and/or compensation for securities lending activities and related services
|
|
Fees paid to securities lending agent from a revenue split
|
$ 00.00
|
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in
the revenue split
|
—
|
Administrative fees not included in revenue split
|
—
|
Indemnification fee not included in revenue split
|
—
|
Rebate (paid to borrower)
|
$ 00.00
|
Other fees not included in revenue split (specify)
|
—
|
Aggregate fees/compensation for securities lending activities
|
$ 00.00
|
Net income from securities lending activities
|
$00.00
|
Item 28. Exhibits
(c) | Instruments Defining Rights of Security Holders | |
1 | Copy of Specimen Certificate for Shares of Beneficial Interest of the Registrant as filed in the Registrant’s Initial Registrant Statement on Form N-1 on May 13, 1981 (File Nos. 2-72277 and 811-3181). | |
2 | Copy of Specimen Certificate for Shares of Beneficial Interest of the Registrant as filed in Post-Effective Amendment No. 29 on April 25, 1996 on Form N-1A (File Nos. 2-72277 and 811-3181). | |
As of September 1, 1997, Federated Securities Corp. stopped issuing share certificates. |
(f) | Bonus or Profit Sharing Contracts | |
Not applicable |
(i) | Legal Opinion | |
Not Applicable |
(j) | Other Opinions | |
Conformed copy of Consent of Independent Registered Public Accounting Firm Ernst & Young LLP | + |
(k) | Omitted Financial Statements | |
Not Applicable |
(l) | Initial Capital Agreements | |
Conformed copy of Initial Capital Understanding, as filed on paper in Pre-Effective Amendment No. 1 on August 4, 1981 on Form N-1 (File Nos. 2-72277 and 811-3181). |
(n) | Rule 18f-3 Plan | |
Conformed copy of the Multiple Class Plan and all share class Exhibits as adopted by certain Federated investment companies offering separate classes of shares | + |
(o) | Powers of Attorney | |
Conformed copy of Power of Attorney of the Registrant dated November 1, 2020 | + |
(p) | Codes of Ethics | |
Conformed copy of the Federated Hermes, Inc. Code of Ethics for Access Persons, effective April 26, 2021 | + |
+ | 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: |
None |
Item 30. Indemnification |
Indemnification is provided to Officers and Trustees of the Registrant pursuant to the Registrant's By-Laws, 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 By-Laws, 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 [Directors], Officers, and controlling persons of the Registrant by the Registrant pursuant to the By-Laws, 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 By-Laws, 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 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. |
(1) Positions and Offices with Distributor |
(2) Name |
(3) Positions and Offices With Registrant |
Executive Vice Presidents: |
Michael Bappert Peter W. Eisenbrandt Anne H. Kruczek 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. DiMarsico Jack C. Ebenreiter James Getz, Jr. Scott A. Gunderson Dayna C. Haferkamp Vincent L. Harper, Jr. Bruce E. Hastings Jeffrey S. Jones Ryan W. Jones Scott D. Kavanagh Michael Koenig Edwin C. Koontz Jane E. Lambesis Jerry Landrum Hans W. Lange, Jr. Michael Liss Diane Marzula Amy Michaliszyn Richard C. Mihm Vincent T. Morrow John C. Mosko 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 A. Staley Mark J. Strubel William C. Tustin Michael N. Vahl G. Walter Whalen Lewis C. Williams Theodore E. Williams Michael Wolff Daniel R. Wroble Erik Zettlemayer
|
|
Vice Presidents: |
Frank Amato Catherine M. Applegate Kenneth C. Baber Raisa E. Barkaloff Robert W. Bauman Marc Benacci Christopher D. Berg Bill Boarts Zachary Bono Matthew A. Boyle Edward R. Bozek Thomas R. Brown Mark Carroll Dan Casey Stephen J. Costlow Mary Ellen Coyne David G. Dankmyer Christopher T. Davis Charles R. Ebbs Donald Edwards Mark A. Flisek Stephen Francis Heather W. Froelich David D. Gregoire Raymond J. Hanley George M. Hnaras Scott A. Holick Christopher Jackson Todd Jones Patrick Kelly Nicholas R. Kemerer Robert H. Kern Shawn E. Knutson Crystal C. Kwok David M. Larrick Justin Levy John P. Liekar Jonathan Lipinski Paul J. Magan Alexi A. Maravel Meghan McAndrew Martin J. McCaffrey Samuel McGowan Daniel McGrath Brian McInis Harry Mills Mark J. Murphy Ryan M. Newman Catherine M. Nied Ted Noethling John A. O’Neill Mark Patsy Marcus Persichetti Max E. Recker Emory Redd Matt Ryan |
|
John Shrewsbury Peter Siconolfi Bradley Smith John R. Stanley Jonathan Sullivan Gregory Tzanoukakis David Wasik Brian R. Willer Littell L. Wilson James J. Wojciak |
||
Assistant Vice Presidents: |
Debbie Adams-Marshall Edward R. Costello Adina A. Davis Madison Dischinger Kristen C. Kiesling Anthony W. Lennon Stephen R. Massey Carol McEvoy McCool John K. Murray Melissa R. Ryan Carol Anne Sheppard Scott A. Vallina Laura Vickerman |
|
Secretary: | Kary A. Moore | |
Assistant Secretaries: | Edward C. Bartley | |
Thomas R. Donahue | ||
George F. Magera | ||
Treasurer: | Richard A. Novak | |
Assistant Treasurer: | Jeremy D. Boughton | |
Chief Compliance Officer: | Stephen Van Meter |
(c) | Not Applicable |
Item 33 Location of Accounts and Records: |
All accounts and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated thereunder are maintained at one of the following locations: |
Registrant |
Federated Hermes Funds
Warrendale, PA 15086-7561
(Notices should be sent to the Agent for Service at the address listed on the facing page of this filing.) |
State Street Bank and Trust Company (“Transfer Agent and Disbursing Agent”) |
P.O.
Box 219318
Kansas City, MO 64121-9318 |
The Bank of New York Mellon (“Custodian”) |
One Wall Street New York, NY 10286 |
Federated Administrative Services (“Administrator) |
1001 Liberty Avenue Pittsburgh, PA 15222-3779 |
Federated Investment Management Company (“Adviser”) |
1001 Liberty Avenue Pittsburgh, PA 15222-3779 |
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 SHORT-INTERMEDIATE DURATION MUNICIPAL TRUST, 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 25th day of August, 2021. |
FEDERATED HERMES SHORT-INTERMEDIATE DURATION MUNICIPAL TRUST |
BY: /s/ George F. Magera George F. Magera, Assistant Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to its Registration Statement has been signed below by the following person in the capacity and on the date indicated: |
Exhibit 28 (g) (2) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
CUSTODY AGREEMENT
AGREEMENT, dated as of June 7, 2005 between the registered investment companies, on behalf of each Series of such registered investment companies, if any, listed on Schedule I to this Agreement, as it may be amended from time to time (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian” or “Bank”).
WITNESSETH:
that for and in consideration of the mutual promises hereinafter set forth the Funds and Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words shall have the meanings set forth below:
1. “Authorized Person” shall be any person, whether or not an officer or employee of the Fund, duly authorized by the Fund's board to execute any Certificate or to give any Oral Instruction with respect to one or more Accounts, such persons to be designated in a “Certificate annexed hereto as Schedule I hereto or such other Certificate as may be received by Custodian from time to time.
2. “BNY Affiliate” shall mean any office, branch or subsidiary of The Bank of New York Company, Inc.
3. “Book-Entry System” shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors and nominees.
4. “Business Day” shall mean any day on which Custodian and relevant Depositories are open for business.
5. “Certificate” shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to Custodian, which is actually received by Custodian by letter or facsimile transmission and signed on behalf of a Fund by an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.
6. “Composite Currency Unit” shall mean the Euro or any other composite currency unit consisting of the aggregate of specified amounts of specified currencies, as such unit may be constituted from time to time.
7. “Depository” shall include (a) the Book-Entry System, (b) the Depository Trust Company, { c) any other clearing agency or securities depository registered with the Securities and Exchange Commission identified to the Fund from time to time, and (d) the respective successors and nominees of the foregoing.
8. “Foreign Depository” shall mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible Securities Depository as defined in Rule 17f-7 under the Investment Company Act of 1940, as amended, identified to the Fund from time to time, and (d) the respective successors and nominees of the foregoing.
9. “Instructions” shall mean communications transmitted by electronic or telecommunications media, including S.W.I.F.T., computer-to-computer interface, or dedicated transmission lines.
10. “Oral Instructions” shall mean verbal instructions received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person.
11. “Series” shall mean a “series company” as defined in Rule 18f-2(a) promulgated under the Investment Company Act of 1940.
12. “Securities” shall include, without limitation, any common stock and other equity securities, bonds, debentures and other debt securities, notes, mortgages or other obligations, and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a Depository or by a Subcustodian).
13. “Subcustodian” shall mean a bank (including any branch thereof) or other financial institution (other than a Foreign Depository) located outside the U.S. which is utilized by Custodian in connection with the purchase, sale or custody of Securities hereunder and identified to the Fund from time to time, and their respective successors and nominees.
14. See Second Amendment, dated 9/5/08
ARTICLE II
APPOINTMENT OF CUSTODIAN; ACCOUNTS;
REPRESENTATIONS, WARRANTIES, AND COVENANTS
1. (a) The Fund hereby appoints Custodian as Custodian of all Securities and cash at any time delivered to Custodian during the term of this Agreement, and authorizes Custodian to hold Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash accounts for each Fund in which Custodian will hold Securities and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Fund from the assets of any other Fund. Such accounts (each, an “Account”; collectively, the “Accounts”) shall be in the name of each Fund.
(b) Custodian may from time to time establish on its books and records such sub-accounts within each Account as the Fund and Custodian may agree upon (each a “Special Account”), and Custodian shall reflect therein such assets as the Fund may specify in a Certificate or Instructions.
(c) Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, future commission merchant or other third party identified in a Certificate or Instruction such accounts on such terms and conditions as the Fund and Custodian shall agree, and Custodian shall transfer to such account such Securities and money as a Fund may specify in a Certificate or Instructions.
2. Each Fund hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each delivery of a Certificate or each giving of Oral Instructions or Instructions by a Fund, that:
(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;
(b) This Agreement has been duly authorized by resolution of the Funds' boards, executed and delivered by each Fund, constitutes a valid and legally binding obligation of each Fund, enforceable in accordance with its terms, and there is no statute, regulation, role, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;
(c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted;
(d) It will not use the services provided by Custodian hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to the Fund;
(e) Its foreign custody manager, if the foreign custody manager is not the Custodian, as defined in Rule 17f-5 under the Investment Company Act of 1940, as amended (the “'40 Act”), has determined that use of each Subcustodian (including any Replacement Custodian) which Custodian is authorized to utilize in accordance with Section 1 (a) of Article ill hereof satisfies the applicable requirements of the '40 Act and Rule 17f-5 thereunder;
(f) It is fully informed of the protections and risks associated with various methods of transmitting Instructions and Oral Instructions and delivering Certificates to Custodian, shall, and shall cause each Authorized Person, to safeguard and treat with reasonable care any user and authorization codes, passwords and/or authentication keys, understands that there may be more secure methods of transmitting or delivering the same than the methods selected by it, agrees that the security procedures (if any) to be utilized provide a commercially reasonable degree of protection in light of its particular needs and circumstances, and acknowledges and agrees that Instructions may conclusively be presumed by Custodian to have been given by person(s) duly authorized, and may be acted upon as given;
(g) It shall manage its borrowings, including, without limitation any advance or overdraft (including any day-light overdraft) in the Accounts, so that the aggregate of its total borrowings for each Fund does not exceed the amount such Fund is permitted to borrow under the '40 Act;
(h) Its transmission or giving of, and Custodian acting upon and in reliance on Certificates, Instructions, or Oral Instructions pursuant to this Agreement shall at all times comply with the '40 Act; and
(i) It has the right to grant the security interest and security entitlement to Custodian contained in Section 1 of Article V hereof, free of any right of redemption or prior claim of any other person or entity, such pledge and such grants shall have a first priority subject to no setoffs, counterclaims, or other liens or grants prior to or on a parity therewith, and it shall take such additional steps as Custodian may require to assure such priority;
(j) Each Fund or its investment adviser has considered the custody risks of maintaining assets with each Foreign Depository with which it maintains its assets.
(k) Each Fund shall cause procedures to be maintained on the manner in which Instructions pursuant to which cash is distributed shall be given to Custodian.
3. The Fund hereby covenants that it shall from time to time complete and execute and deliver to Custodian upon Custodian's request a Form FR U-1 (or successor form) whenever the Fund borrows from Custodian any money to be used for the purchase or carrying of margin stock as defined in Federal Reserve Regulation U .
4. The Bank hereby represents and warrants, which representations and warranties shall be continuing that:
(a) It is a bank having the qualifications prescribed in paragraph (1) of section 26(a) of the '40 Act;
(b) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;
(c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted.
(d) In connection with the Funds' obligations under Rule 38a-l of the 1940 Act the Bank agrees as follows:
(1) the Bank agrees to reasonably cooperate with the Funds and the Funds' Chief Compliance Officer in the administration of the Funds' compliance program (“Compliance Program”) as required by the Securities and Exchange Commission (“SEC”);
(2) the Bank has implemented and maintains policies and procedw.-es reasonably designed to prevent, detect and promptly correct any violations of Federal Securities Laws with respect to services the Bank provides to the Funds (“Compliance Procedures”);
(3) the Bank Will provide summaries of any Compliance Procedures that may affect in any material respect, the services provided hereunder by the Bank to the Funds;
(4) the Bank periodically reviews the adequacy of such Compliance Procedures and the effectiveness of their implementation and upon the request of a Fund, Will provide the then current interval between such reviews;
(5) in the event that an officer or employee of the Bank administering this Agreement has actual knowledge of the occurrence of a “Material Compliance Matter” (as defined in Rule 38a-l(e)(2)) which the Bank reasonably believes is related to or Will affect the Fund, the Bank will, if permitted by law and the Bank's regulators, notify the Fund of such occurrence;
(6) except where prohibited bylaw, regulation or rule or as may be directed or instructed by the Bank's regulators, the Bank agrees to notify the Funds following quarter-end of any inspections by, or other inquiries received from, the SEC or any other regulatory or law enforcement agency after the date of this certification, which relate to the services provided by the Bank to the Funds hereunder. For the avoidance of doubt, such notification obligation shall be satisfied if the notice is contained in any publicly available regulatory filing.
(d) The Bank will maintain throughout the term of this Agreement, such contingency plans as it reasonably believes to be necessary and appropriate to recover its operations from the occurrence of a disaster and which are consistent with any statue or regulation to which it is subject that imposes business resumption and contingency planning standards. The Bank agrees to provide the Funds With a summary of its contingency plan as it relates to the systems used to provide the services hereunder and to provide the Funds with periodic updates of such summary upon the Funds' reasonable request.
ARTICLE III
CUSTODY AND RELATED SERVICES
1. (a) Subject to the terms hereof, each Fund hereby authorizes Custodian to hold any Securities received by it from time to time for the Fund's account. Custodian shall be entitled to utilize, subject to subsection (c) of this Section I, Depositories, Subcustodians, and, subject to subsection (d) of this Section 1, Foreign Depositories, to the extent possible in connection With its performance hereunder. Securities and cash held in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity .Securities and cash held through Subcustodians shall be held subject to the terms and conditions of Custodian's agreements with such Subcustodians. Subcustodians may be authorized to hold Securities in Foreign Depositories in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular Subcustodian agreement, Securities deposited with a Subcustodian, a Depositary or a Foreign Depository Will be held in a commingled account, in the name of Custodian, holding only Securities held by Custodian as Custodian for its customers.
Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Depositories, Foreign Depositories, or Subcustodians. Custodian shall, directly or indirectly, through Subcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the “Replacement Subcustodian”). In the event Custodian selects a Replacement Subcustodian, Custodian shall not utilize such Replacement Subcustodian until after the Fund's foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the' 40 Act and Rule 17f-5 thereunder.
(b) Unless Custodian has received a Certificate or Instructions to the contrary, Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of a Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(c) With respect to each Depository, Custodian (i) shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by a Fund, such reports as are available concerning the internal accounting controls and financial strength of Custodian.
(d) With respect to each Foreign Depository, Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and promptly notify the Fund of any material change in such risks. The Fund acknowledges and agrees that such analysis and monitoring shall be made on the basis of, and limited by, information gathered from Subcustodians or through publicly available information otherwise obtained by Custodian, and shall not include any evaluation of Country Risks. As used herein the term “Country Risks” shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such country's prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country's regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the order execution of securities transactions or affect the value of securities.
2. Custodian shall furnish the Fund with an advice of daily transactions (including a confirmation of each transfer of Securities) and a monthly summary of all transfers to or from the Accounts.
3. With respect to all Securities held hereunder, Custodian shall, unless otherwise instructed to the contrary:
(a) Receive all income and other payments and advise the Fund as promptly as practicable of any such amounts due but not paid;
(b) Present for payment and receive the amount paid upon all Securities which may mature and advise the Fund as promptly as practicable of any such amounts due but not paid;
(c) Forward to the Fund copies of all information or documents that it may actually receive from an issuer of Securities which, in the opinion of Custodian, are intended for the beneficial owner of Securities;
(d) Execute, as Custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax. laws now or hereafter in effect in connection with the collection of bond and note coupons;
(e) Hold directly or through a Depository, a Foreign Depository, or a Subcustodian all rights and similar Securities issued with respect to any Securities credited to an Account hereunder; and
(f) Endorse for collection checks, drafts or other negotiable instruments.
(1) Custodian shall notify the Fund of rights or discretionary actions with respect to Securities held hereunder, and of the date or dates by when such rights must be exercised or such action must be taken, provided that Custodian has actually received, from the issuer or the relevant Depository (with respect to Securities issued in the United States) or from the relevant Subcustodian, Foreign Depository, or a nationally or internationally recognized bond or corporate action service to which Custodian subscribes, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of such notice, Custodian shall have no liability for failing to so notify the Fund.
(2) Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer discretionary rights on the Fund or provide for discretionary action or alternative courses of action by the Fund, the Fund shall be responsible for making any decisions relating thereto and for directing Custodian to act. In order for Custodian to act, it must receive the Fund's Certificate or Instructions at Custodian's offices, addressed as Custodian may from time to time request, not later than noon (New York time) at least two (2) Business Days prior to the last scheduled date to act with respect to such Securities (or such earlier date or time as Custodian may specify to the Fund). Absent Custodian's timely receipt of such Certificate or Instructions, Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities.
4. All voting rights with respect to Securities, however registered, shall be exercised by the Fund or its designee. For Securities issued in the United States, Custodian's only duty shall be to mail to the Fund ally documents (including proxy statements, annual reports and signed proxies) actually received by Custodian relating to the exercise of such voting rights. With respect to Securities issued outside of the United States, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country which such securities are issued. Notwithstanding the foregoing, the Custodian's only duty shall be to provide the Funds with access to a provider of global proxy services at the Fund's request and to coordinate the provision of services between each Fund and the global proxy service provider. The Fund shall be responsible for all costs associated with its use of such services.
5. Custodian shall promptly advise the Fund upon Custodian's actual receipt of notification of the partial redemption, partial payment or other action affecting less than all Securities of the relevant class. If Custodian, any Subcustodian, any Depository, or any Foreign Depository holds any Securities in which the Fund has an interest as part of a fungible mass, Custodian, such Subcustodian, Depository, or Foreign Depository may select the Securities to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.
6. Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United States federal, state or local government or agency securities unless explicitly agreed to by Custodian in writing. ,
7. The Fund shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto (“Taxes”), with respect to any cash or Securities held on behalf of the Fund or any transaction related thereto. The Fund shall indemnify Custodian and each Subcustodian for the amount of any Tax that Custodian, any such Subcustodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Fund (including any payment of Tax required by reason of an earlier failure to withhold). Custodian shall, or shall instruct the applicable Subcustodian or other withholding agent to, withhold the amount of any Tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution made with respect to any Security and any proceeds or income from the sale, loan or other transfer of any Security .In the event that Custodian or any Subcustodian is required under applicable law to pay any Tax on behalf of the Fund, Custodian is hereby authorized to withdraw cash from any cash account in the amount required to pay such Tax and to use such cash, or to remit such cash to the appropriate Subcustodian or other withholding agent, for the timely payment of such Tax in the manner required by applicable law. If the aggregate amount of cash in all cash accounts is not sufficient to pay such Tax, Custodian shall promptly notify the Fund of the additional amount of cash (in the appropriate currency) required, and the Fund shall directly deposit such additional amount in the appropriate cash account promptly after receipt of such notice, for use by Custodian as specified herein. In the event that Custodian reasonably believes that Fund is eligible, pursuant to applicable law or to the provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax which is otherwise required to be withheld or paid on behalf of the Fund under any applicable law, Custodian shall, or shall instruct the applicable Subcustodian or withholding agent to, either withhold or pay such Tax at such reduced rate or refrain from withholding or paying such Tax, as appropriate; provided that Custodian shall have received from the Fund all documentary evidence of residence or other qualification for such reduced rate or exemption required to be received under such applicable law or treaty .In the event that Custodian reasonably believes that a reduced rate of, or exemption from, any Tax is obtainable only by means of an application for refund, Custodian and the applicable Subcustodian shall have no responsibility for the accuracy or validity of any forms or documentation provided by the Fund to Custodian hereunder. The Fund hereby agrees to indemnify and hold harmless Custodian and each Subcustodian in respect of any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of the Fund, its successors and assigns notwithstanding the termination of this Agreement.
8. (a) For the purpose of settling Securities and foreign exchange transactions, the Fund shall provide Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, “sufficient immediately available funds” shall mean either (i) sufficient cash denominated in U .S. dollars to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency, to settle the transaction. Custodian shall provide the Fund with immediately available funds each day which result from the actual settlement of all sale transactions, based upon advices received by Custodian from Subcustodians, Depositories, and Foreign Depositories. Such funds shall be in U.S. dollars or such other currency as the Fund may specify to Custodian.
(b) Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with Custodian or a BNY Affiliate acting as principal or otherwise through customary banking channels. The Fund may issue a standing Certificate or Instructions with respect to foreign exchange transactions, but Custodian may establish roles or limitations concerning any foreign exchange facility made available to the Fund. The Fund shall bear all risks of investing in Securities or holding cash denominated in a foreign currency.
9. Until such time as Custodian receives a certificate to the contrary with respect to a particular Security, Custodian may release the identity of the Fund to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and shareholder.
ARTICLE IV
PURCHASE AND SALE OF SECURITIES;
CREDITS TO ACCOUNT
1. Promptly after each purchase or sale of Securities by the Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or with respect to a purchase or sale of a Security generally required to be settled on the same day the purchase or sale is made, Oral Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian,
2. Custodian shall release and deliver securities owned by a Fund which are held by the Custodian or in a Depository account of the Custodian only upon receipt of Instructions, which may be continuing instructions when deemed appropriate by the parties. Unless an Instruction states to the contrary, Custodian shall only release and deliver securities from the account of a Fund upon receipt of payment thereof, In the case of a sale through a Depository, the Custodian shall transfer securities sold for the account of a Fund upon (i) receipt of advice from the Depository that payment for such securities has been transferred to the account of the Custodian at the Depository, and {ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund.
3. Upon receipt of Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall payout moneys of a Fund upon the purchase of securities for the account of the Fund against the delivery of such securities to the Custodian. In the case of a purchase effected through a Depository the Custodian shall pay for securities purchased for the account of each Fund upon (i) receipt of advice from the Depository that such securities have been transferred to the account of the Custodian at the Depository, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund.
4. Custodian may, as a matter of bookkeeping convenience or by separate agreement with the Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Custodian's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be “final” until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.
ARTICLE V
OVERDRAFTS OR INDEBTEDNESS
1. See
Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund which
results in an overdraft {this shall specifically not include any day-light overdraft) because the money held by Custodian in an Account
for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund,
as set forth ill a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund for some
other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the
Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a
borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject
to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the
Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule
between the Funds and Custodian, as such Fee Exhibit may be amended from time to time. In addition, the Fund hereby agrees that
Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any
property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian for
the benefit of such Fund or in which such Fund may have an interest (which is then in Custodian's possession or control or in possession
or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge
any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's credit on
Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial
Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement
(collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase
agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right
of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose
of, or otherwise grant any third party an interest in, any such securities.
2. If the Fund borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities held by Custodian hereunder as collateral for such borrowings, the Fund shall deliver to Custodian a Certificate specifying with respect to each such borrowing: (a) the Fund to which such borrowing relates; (b) the name of the bank, (c) the amount of the borrowing, (d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Fund on the borrowing date, (f) the Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities, and (g) a statement specifying whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the '40 Act and the Fund's prospectus. Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate. Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. Custodian shall deliver such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in this Section. The Fund shall cause all Securities released from collateral status to be returned directly to Custodian, and Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Fund fails to specify in a Certificate the Fund, the name of the issuer, the title and number of shares or the principal amount of any particular Securities to be delivered as collateral by Custodian, Custodian shall not be under any obligation to deliver any Securities.
ARTICLE VI
SALE AND REDEMPTION OF SHARES
1. Whenever the Fund shall sell any shares issued by the Fund (“Shares”) it shall deliver to Custodian a Certificate or, Instructions specifying the amount of money and/or Securities to be received by Custodian for the sale of such Shares and specifically allocated to an Account for such Fund.
2. Upon receipt of such money, Custodian shall credit such money to an Account in the name of the Fund for which such money was received.
3. Except as provided hereinafter, whenever the Fund desires Custodian to make payment out of the money held by Custodian hereunder in connection with a redemption of any Shares, it shall furnish to Custodian a Certificate or Instructions specifying the total amount to be paid for such Shares. Custodian shall make payment of such total amount to the transfer agent specified in such Certificate or Instructions out of the money held in an Account of the appropriate Fund.
4. Notwithstanding the above provisions regarding the redemption of any Shares, whenever any Shares are redeemed pursuant to any check redemption privilege which may from time to time be offered by the Fund, Custodian, unless otherwise instructed by a Certificate or Instructions, shall, upon presentment of such check;, charge the amount thereof against the money held in the Account of the Fund of the Shares being redeemed, provided, that if the Fund or its agent timely advises Custodian that such check is not to be honored, Custodian shall return such check unpaid.
ARTICLE VII
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. Whenever the Fund shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions or a Certificate setting forth with respect to the Fund specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.
2. Upon the payment date specified in such Instructions or Certificate, Custodian shall payout of the money held for the account of such Fund the total amount payable to the dividend agent of the Fund specified therein.
ARTICLE VIII
CONCERNING CUSTODIAN
1. (a) The Custodian shall be held to a standard of reasonable care in carrying out the provisions of this Agreement; provided, however, that the Custodian shall be held to different standard of care of imposed by any other provision of this Agreement or imposed upon Custodian by any applicable law or regulation, which by its terms cannot be contractually modified or waived. Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees (collectively, “Losses”), incurred by or asserted against the Fund, except those Losses arising out of Custodian's own negligence or willful misconduct. Custodian shall have no liability whatsoever for the action or inaction of any Depositories or of any Foreign Depositories, except in each case to the extent such action or inaction is a direct result of the Custodian' s failure to fulfill its duties hereunder. With respect to any Losses incurred by the Fund as a result of the acts or any failures to act by any Subcustodian (other than a BNY Affiliate), Custodian shall take appropriate action to recover such Losses from such Subcustodian; and Custodian's sole responsibility and liability to the Fund shall be limited to amounts so received from such Subcustodian ( exclusive of costs and expenses incurred by Custodian). In no event shall Custodian be liable to the Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, nor shall Custodian or any Subcustodian be liable: (i) for acting in accordance with any Certificate or Oral Instructions actually received by Custodian and reasonably believed by Custodian to be given by an Authorized Person; (ii) for acting in accordance with Instructions without reviewing the same; (iii) for conclusively presuming that all Instructions are given only by person(s) duly authorized; (00 for conclusively presuming that all disbursements of cash directed by the Fund, whether by a Certificate, an Oral Instruction, or an Instruction, are in accordance with Section 2(i) of Article II hereof; (y) for holding property in any particular country, including, but not limited to, Losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or Securities or market conditions which prevent the transfer of property or execution of Securities transactions or affect the value of property; (yi) for any Losses due to forces beyond the control of Custodian, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; (yii) for the insolvency of any Subcustodian (other than a BNY Affiliate), any Depository, or, except to the extent such action or inaction is a direct result of the Custodian's failure to fulfill its duties hereunder, any Foreign Depository; or (yiii)l for any Losses arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, including, without limitation, implementation or adoption of any rules or procedures of a Foreign Depository, which may affect, limit prevent or impose costs or burdens on, the transferability, convertibility, or availability of any currency or Composite Currency Unit in any country or on the transfer of any Securities, and in no event shall Custodian be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, convertibility or availability has been affected, limited, or prevented by such law, regulation or event and to the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the account of the Fund, and Custodian may treat any account denominated in an affected currency as a group of separate accounts denominated in the relevant component currencies.
(b) Custodian may enter into subcontracts, agreements and understandings with any BNY Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder.
(c) The Fund agrees to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodian's performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by the Fund; provided however, that the Fund shall not indemnify Custodian for those Losses arising out of Custodian's own negligence or willful misconduct. This indemnity shall be a continuing obligation of the Fund, its successors and assigns, notwithstanding the termination of this Agreement.
2. Without limiting the generality of the foregoing, Custodian sep be under no obligation to inquire into, and shall not be liable for:
(a) Any Losses incurred by the Fund or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid Securities, or Securities which are otherwise not freely transferable or deliverable without encumbrance in any relevant market;
(b) The validity of the issue of any Securities purchased, sold, or written by or for the Fund, the legality of the purchase, sale or writing thereof, or the propriety of the amount paid or received therefor;
(c) The legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor;
(d) The legality of the declaration or payment of any dividend or distribution by the Fund;
(e) The legality of any borrowing by the Fund;
(f) The legality of any loan of portfolio Securities, nor shall Custodian be under any duty or obligation to see to it that any cash or collateral delivered to it by a broker, dealer or financial institution or held by it at any time as a result of such loan of portfolio Securities is adequate security for the Fund against any loss it might sustain as a result of such loan, which duty or obligation shall be the sole responsibility of the Fund. In addition, Custodian shall be under no duty or obligation to see that any broker, dealer or financial institution to which portfolio Securities of the Fund are lent makes payment to it of any dividends or interest which are payable to or for the account of the Fund during the period of such loan or at the termination of such loan, provided, however that Custodian shall promptly notify the Fund in the event that such dividends or interest are not paid and received when due;
(g) The sufficiency or value of any amounts of money and/or Securities held in any Special Account in connection with transactions by the Fund; whether any broker, dealer, futures commission merchant or clearing member makes payment to the Fund of any variation margin payment or similar payment which the Fund may be entitled to receive from such broker, dealer, futures commission merchant or clearing member, or whether any payment received by Custodian from any broker, dealer, futures commission merchant or clearing member is the amount the Fund is entitled to receive, or to notify the Fund of Custodian's receiptor non-receipt of any such payment; or
(h) Whether any Securities at any time delivered to, or held by it or by any Subcustodian, for the account of a Fund are such as properly may be held by the Fund under the provisions of its then current prospectus and statement of additional information, or to ascertain whether any transactions by the Fund, whether or not involving Custodian, are such transactions as may properly be engaged in by the Fund.
3. Custodian may, with respect to questions of law specifically regarding an Account, obtain the advice and opinion of counsel to the independent trustees of a Fund or other counsel that is mutually agreed upon by the Funds and the Custodian and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice.
4. Custodian shall be under no obligation to take action to collect any amount payable on Securities in default, or if payment is refused after due demand and presentment.
5. Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account.
6. The Fund shall pay to Custodian the fees and charges as may be specifically agreed upon from time to time and such other fees and charges at Custodian's standard rates for such services as maybe applicable. The Fund shall reimburse Custodian for all costs associated with the conversion of the Fund's Securities hereunder and the transfer of Securities and records kept in connection with this Agreement. The Fund shall also reimburse Custodian, at cost, for out-of-pocket expenses which are a normal incident of the services provided hereunder.
7. Custodian has the right to debit any cash account for any amount payable by the Fund in connection with any and all obligations of the Fund to Custodian. In addition to the rights of Custodian under applicable law and other agreements, at any time when the Fund shall not have honored any of its obligations to Custodian, Custodian shall have the right without notice to the Fund to retain or set-off, against such obligations of the Fund, any Securities or cash Custodian or a BNY Affiliate may directly or indirectly hold for the account of the Fund, and any obligations (whether matured or unmatured) that Custodian or a BNY Affiliate may have to the Fund in any currency or Composite Currency Unit. Any such asset of, or obligation to, the Fund may be transferred to Custodian and any BNY Affiliate in order to effect the above rights.
8. The Fund agrees to forward to Custodian a Certificate or Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to Custodian. The Fund agrees that the fact that such confirming Certificate or Instructions are not received or that a contrary Certificate or contrary Instructions are received by Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by Custodian. If the Fund elects to transmit Instructions through an on-line communications system offered by Custodian, the Fund's use thereof shall be subject to the Terms and Conditions attached as Appendix J hereto, and Custodian shall provide user and authorization codes, passwords and authentication keys only to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.
9. The books and records pertaining to the Fund which are in possession of Custodian shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the '40 Act and the rules thereunder. The Fund, or its authorized representatives, shall have access to such books and records during Custodian's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by Custodian to the Fund or its authorized representative. Upon the reasonable request of the Fund, Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by Custodian on a computer disc, or are similarly maintained.
10. It is understood that Custodian is authorized to supply any information regarding the Accounts which is required by any law, regulation or rule now or hereafter in effect. The Custodian shall provide the Fund with any report obtained by the Custodian on the system of internal accounting control of a Depository, and with such reports on its own system of internal accounting control as the Fund may reasonably request from time to time.
11. Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against Custodian in connection with this Agreement.
ARTICLE IX
TERMINATION
1. Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than ninety (90) days after the date of giving of such notice. In the event such notice is given by the Fund, it shall be accompanied by a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, electing to terminate this Agreement and designating a successor Custodian or Custodians, each of which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. In the event such notice is given by Custodian, the Fund shall, on or before the termination date, deliver to Custodian a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, designating a successor Custodian or Custodians. In the absence of such designation by the Fund, Custodian may designate a successor Custodian which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall upon receipt of a notice of acceptance by the successor Custodian on that date deliver directly to the successor Custodian all Securities and money then owned by the Fund and held by it as Custodian, after deducting an fees, expenses and other accounts for the payment or reimbursement of which it shall then be entitled.
2. If a successor Custodian is not designated by the Fund or Custodian in accordance with the preceding Section, the Fund shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Securities (other than Securities which cannot be delivered to the Fund) and money then owned by the Fund be deemed to be its own Custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities which cannot be delivered to the Fund to hold such Securities hereunder in accordance with this Agreement.
ARTICLE X
MISCELLANEOUS
1. The Fund agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon Certificates or Oral Instructions of such present Authorized Persons.
2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall be sufficiently given if addressed to Custodian and received by it at its offices at One Wall Street, New York, New York 10286, or at such other place as Custodian may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if addressed to the Fund and received by it at its offices at 5800 Corporate Drive, Pittsburgh PA, J5237-7000 or at such other place as the Fund may from time to time designate in writing.
4. Each and every right granted to either party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right.
5. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any exclusive jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties, except that any amendment to the Schedule I hereto need be signed only by the Fund and any amendment to Appendix I hereto need be signed only by Custodian. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.
6. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Fund and Custodian hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Fund hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Fund and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
7. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
8. The Custodian is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of those registered investment companies which are business trusts and agrees that the obligations and liabilities assumed by a registered investment company or any Series pursuant to this Agreement, including, without limitation, any obligation or liability to indemnify the Custodian, shall be limited in any case to the relevant Fund and its assets and that the Custodian shall not seek satisfaction of any such obligation from the shareholders of the relevant Fund, from any other Fund or its shareholders or from the Trustees, Officers, employees or agents of the registered investment company or Series, or any of them. In addition, in connection with the discharge and satisfaction of any claim made by the Custodian involving more than one Fund, the Trustees or Officers of such Funds shall have the exclusive right to determine the appropriate allocations of liability for any claim between or among the Funds.
9. The Bank hereby represents and warrants that it has implemented and shall maintain appropriate measures designed to satisfy the requirements of federal and New York law applicable to the Bank with respect to the confidentiality of the portfolio holdings and transactions of each Fund. Upon request, the Bank shall annually make available to each Fund such summaries or audit reports, including any SAS 70 report, as the Bank generally makes available to its similar customers.
See Tenth Amendment dated 3/25/11 for new Article XI
IN WITNESS WHEREOF, the Funds and Custodian have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.
Each of the registered investment companies or series thereof listed on Schedule II to this Agreement
By: /s/ Richard J. Thomas
Title: Treasurer
THE BANK OF NEW YORK
By: /s/ Edward G. McGann
Title: EDWARD G. McGANN
MANAGING DIRECTOR
SCHEDULE I
CERTIFICATE OF AUTHORIZED PERSONS
[ ]
See Amendment dated 11/8/07
SCHEDULE II
Federated Capital Reserves Fund a portfolio of Money Market Obligations Trust
Federated Government Reserves Fund a portfolio of Money Market Obligations Trust
Federated Municipal Trust a portfolio of Money Market Obligations Trust
APPENDIX I
THE BANK OF NEW YORK
ON-LINE COMMUNICATIONS SYSTEM (THE “SYSTEM”)
TERMS AND CONDITIONS
1. License; Use. Upon delivery to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person of the Fund of software enabling the Fund to obtain access to the System (the “Software”), Custodian grants to the Fund a personal, nontransferable and nonexclusive license to use the Software solely for the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise communicating with Custodian in connection with the Account(s). The Fund shall use the Software solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein, no license or right of any kind is granted to the Fund with respect to the Software. The Fund acknowledges that Custodian and its suppliers retain and have title and exclusive proprietary rights to the Software, including any trade secrets or other ideas, concepts, know-how, methodologies, or information incorporated therein and the exclusive rights to any copyrights, trademarks and patents (including registrations and applications for registration of either), or other statutory or legal protections available in respect thereof. The Fund further acknowledges that all or a part of the Software may be copyrighted or trademarked (or a registration or claim made therefor) by Custodian or its suppliers. The Fund shall not take any action with respect tot the Software inconsistent with the foregoing acknowledgement, nor shall the Fund attempt to decompile, reverse engineer or modify the Software. The Fund may not coy, sell, lease or provide, directly or indirectly, any of the Software of any portion thereof to any other person or entity without Custodian’s prior written consent. The Fund may not remove any statutory copyright notice or other notice included in the Software or on any media containing the Software. The Fund shall reproduce any such notice on any reproduction of the Software and shall add any statutory copyright notice or other notice to the Software or media upon Custodian’s request.
2. Equipment. The Fund shall obtain and maintain at its own cost and expense all equipment and services, including but not limited to communications services, necessary for it to utilize the Software and obtain access to the System, and Custodian shall not be responsible for the reliability or availability of any such equipment or services.
3. Proprietary Information. The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the “Information”), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.
4. Modifications. Custodian reserves the right to modify the Software from time to time and the Fund shall install new releases of the Software as Custodian may direct. The Fund agrees not to modify or attempt to modify the Software without the Custodian’s prior written consent. The Fund acknowledges that any modifications to the Software, whether by the Fund or Custodian and whether with or without Custodian’s consent, shall become the property of Custodian.
5. NO REPRESENTATIONS OR WARRANTIES. CUSTODIAN AND ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, SERVICES OR ANY DATABASE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE FUND ACKNOWLEDGES THAT THE SOFTWARE, SERVICES AND ANY DATABASE ARE PROVIDED “AS IS.” IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH THE FUND MAY INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY DATABASE, EVEN IF CUSTODIAN OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL.
6. Security; Reliance; Unauthorized Use. The Fund will cause all persons utilizing the Software and System to treat all applicable user and authorization codes, passwords and authentication keys with extreme care, and it will establish internal control and safekeeping procedures to restrict the availability of the same to persons duly authorized to give Instructions. Custodian is hereby irrevocably authorized to act in accordance with and rely on Instructions received by it through the System. The Fund acknowledges that it is its sole responsibility to assure that only persons duly authorized use the System and that Custodian shall not be responsible nor liable for any unauthorized use thereof.
7. System Acknowledgements. Custodian shall acknowledge through the System its receipt of each transmission communicated through the System, and in the absence of such acknowledgment Custodian shall not be liable for any failure to act in accordance with such transmission and the Fund may not claim that such transmission was received by Custodian.
8. EXPORT RESTRICTIONS. EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED STATES LAW. THE FUND MAY NOT UNDER ANY CIRCUMSTANCES RESELL, DIVERT, TRANSFER, TRANSSHIP OR OTHERWISE DISPOSE OF THE SOFTWARE (IN ANY FORM) IN OR TO ANY OTHER COUNTRY. IF CUSTODIAN DELIVERED THE SOFTWARE TO THE FUND OUTSIDE OF THE UNITED STATES, THE SOFTWARE WAS EXPORTED FROM THE UNITED STATES IN ACCORDANCE WITH THE EXPORTER ADMINISTRATION REGULATIONS. DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED. The Fund hereby authorizes Custodian to report its name and address to government agencies to which Custodian is required to provide such information by law.
9. ENCRYPTION. The Fund acknowledges and agrees that encryption may not be available for every communication through the System, or for all data. The Fund agrees that Custodian may deactivate any encryption features at any time, without notice or liability to the Fund, for the purpose of maintaining, repairing or troubleshooting the System or the Software.
JOINT TRADING ACCOUNT CUSTODY AGREEMENT
(Repurchase Transactions)
Agreement made as of June 7, 2005, between the Funds listed on Schedule I hereto (individually, a “Fund”; collectively, the “Funds”) and The Bank of New York (the “Custodian”).
WITNESSETH
WHEREAS, Custodian is presently the custodian for each Fund pursuant to a separate custody agreement between such Funds and Custodian (each, a “Custody Agreement”; collectively, the “Custody Agreements”); and
WHEREAS, the Funds are permitted to enter into repurchase transactions through joint trading accounts; and
WHEREAS, Custodian is willing to act as custodian of the assets of each Fund maintained in joint trading accounts in accordance with the Custody Agreements and this Agreement; and
WHEREAS, all capitalized terms used by not defined herein shall have the meanings given them in the Custody Agreements;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the parties agree as follows:
1. The Funds hereby request Custodian to establish and maintain certain joint trading accounts (the “Joint Trading Accounts”) to be used by the Funds for the purpose of engaging in repurchase transactions. Custodian agrees to establish and maintain the Joint Trading Accounts and hold cash transferred to the Joint Trading Account as provided herein.
2. On each business day that Funds intend to enter into repurchase transactions through a Joint Trading Account, an Authorized Person shall on behalf of the applicable Funds deliver to Custodian a Certificate or Written Instructions disclosing each Fund’s interest in the monies transferred to each Joint Trading Account. Upon transfer on monies from the Joint Trading Account against receipt of securities into Joint Trading Account or a similar Joint Trading Account established by a subcustodial bank pursuant to repurchase transactions (“Repo Assets”), Custodian shall confirm to each Fund the purchase of its proportionate interest in the Repo Assets, and shall identify such interest in Custodian’s books and records as belonging to such Fund by including the Funds’ Certificate or Written Instructions in the books and records of all appropriate Funds or otherwise. The following business day Custodian shall transfer the monies received upon completion of repurchase transactions from each Joint Trading Account or from a similar Joint Trading Account established at a bank pursuant to a Subcustodial Undertaking in connection with a Master Repurchase Agreement, plus any accrued income received, to each Fund’s Account in proportion to such Fund’s interest in such repurchase transactions.
3. If Custodian in its sole discretion advances funds, or if there shall arise for whatever reason an overdraft or other indebtedness in connection with a Joint Trading Account, such advance, overdraft or indebtedness shall be deemed a loan made by Custodian to a Fund to which such advance, overdraft or indebtedness relates, payable on demand and bearing interest pursuant to the terms of such Fund’s Custody Agreement with Custodian. The Funds agree to furnish to Custodian promptly (and in any event by the close of business on the day of such advance, overdraft or indebtedness) with a Certificate or Written Instructions identifying each Fund to which such advance, overdraft or indebtedness relates, and the amount allocable to such Fund. In order to secure repayment of each Fund’s indebtedness to Custodian hereunder, each Fund hereby agrees that Custodian shall have a continuing lien and security interest in and to any property at any time held by it for the benefit of the Fund either hereunder or under Such Fund’s Custody Agreement with Custodian, or in which the Fund may have an interest which is then in Custodian’s possession or control or in possession or control of any third party acting in Custodian’s behalf, including in its behalf as Custodian under the Fund’s Custody Agreement with Custodian. Each Fund authorizes Custodian, in its sole discretion, at any time to charge any advance, overdraft or indebtedness together with interest due thereon against any balance of accounts standing to the Fund’s credit on the books of Custodian, including those books maintained by Custodian in its capacity as Custodian for the Fund under is Custody Agreement with the Fund. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement (collectively, the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodian Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third party claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.
3. It is expressly understood and agreed that in performing hereunder, Custodian is relying solely upon information contained in Certificates and Written Instructions received by it from time to time, has no independent knowledge of the terms and conditions of any repurchase transactions entered by or on behalf of any Funds, and shall have no duty to inquire into any of such terms and conditions nor any valuation responsibilities (including mark-to-market) with regard to securities and monies which are the subject of repurchase transactions hereunder. Custodian’s sole responsibility in settling transactions through the Joint Trading Account shall be to receive and deliver securities and monies in accordance with instructions contained in Certificates and Written Instructions and to comply with paragraph 2 of this Agreement.
4. Each Fund hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each instruction given by each Fund, that
(a) its execution and delivery of this Agreement and its performance hereunder has been duly authorized by its Board of Directors or Board of Trustees (as the case may be) and constitutes is several, but not joint, binding obligation;
(b) the person or persons executing this Agreement on its behalf has and have been duly and properly authorized to do so;
(c) upon allocation of any advance, overdraft or indebtedness to its account pursuant to paragraph 2 above, its total borrowings from all sources (including Custodian) shall be in conformity with the requirements and limitations set forth in the Investment Company Act of 1940, as amended, and its Prospectus.
5. This Agreement is supplemental to the Custody Agreement between Custodian and each Fund and the assets of each Fund shall be maintained and administered by Custodian subject to the terms and conditions of the Custody Agreement. In the event of any conflict between the terms and conditions of this Agreement and the Custody Agreement of any Fund, the terms and conditions of this Agreement shall govern and control.
6. This Agreement shall be construed in accordance with the laws of the State of New York without giving effect to the conflict of law principles thereof. This Agreement may not be amended or modified in any manner except by a written instrument executed by each Fund and Custodian. This Agreement may be terminated with respect to any Fund by either Custodian or such Fund upon thirty (30) days prior written notice.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.
By: /s/ Richard J. Thomas
On behalf of each Fund listed on
Schedule I hereto
Title: Treasurer
THE BANK OF NEW YORK
By: /s/ Edward G. McGann
Title: Managing Director
See Amendment dated 11/8/07
SCHEDULE I
Federated Capital Reserves Fund a portfolio of Money Market Obligations Trust
Federated Government Reserves Fund a portfolio of Money Market Obligations Trust
Federated Municipal Trust a portfolio of Money Market Obligations Trust
JOINT TRADING ACCOUNT
REPURCHASE TRANSACTION CONFIRMATION
The Bank of New York hereby confirms the purchase by each Fund identified in the attached Certificate of its proportionate share of an undivided interest in the securities transferred to the Joint Trading Account # , as such interests are set forth in the attached Certificate.
Date:
THE BANK OF NEW YORK
By:
(Authorized Signature)
EXHIBIT C
FOREIGN CUSTODY MANAGER AGREEMENT
AGREEMENT made as of November 8, 2007 between the Funds listed on Schedule I to this Agreement (the “Funds”) and The Bank of New York (“BNY”).
W I T N E S S E T H:
WHEREAS, the Funds desire to appoint BNY as a Foreign Custody Manager on the terms and conditions contained herein;
WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein;
NOW THEREFORE, in consideration of the mutual promises hereinafter contained in this Agreement, the Funds and BNY hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
1. | “Board” shall mean the board of directors or board of trustees, as the case may be, of the Funds. |
2. | “Eligible Foreign Custodian” shall have the meaning provided in the Rule. |
3. | “Monitoring System” shall mean a system established by BNY to fulfill the Responsibilities specified in clauses (d) and (e) of Section 1 of Article III of this Agreement. |
4. | “Responsibilities” shall mean the responsibilities delegated to BNY under the Rule as a Foreign Custody Manager with respect to each Specified Country and each Eligible Foreign Custodian selected by BNY, as such responsibilities are more fully described in Article III of this Agreement. |
5. | “Rule” shall mean Rule 17f-5 under the Investment Company Act of 1940, as amended. |
6. | “Specified Country” shall mean each country listed on Schedule II attached hereto and each country, other than the United States, constituting the primary market for a security with respect to which the Funds has given settlement instructions to The Bank of New York as custodian (the “Custodian”) under its Custody Agreement with the Funds. |
ARTICLE II
BNY AS A FOREIGN CUSTODY MANAGER
1. The Funds on behalf of its Board hereby delegate to BNY with respect to each Specified Country the Responsibilities.
2. BNY accepts the Board’s delegation of Responsibilities with respect to each Specified Country and agrees in performing the Responsibilities as a Foreign Custody Manager to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Funds’ assets would exercise.
3. BNY shall provide to the Board at such times as the Board deems reasonable and appropriate based on the circumstances of the Funds’ foreign custody arrangements written reports notifying the Board of the placement of assets of the Funds with a particular Eligible Foreign Custodian within a Specified Country and of any material change in the arrangements (including the contract governing such arrangements) with respect to assets of the Funds with any such Eligible Foreign Custodian.
ARTICLE III
RESPONSIBILITIES
1. Subject to the provisions of this Agreement, BNY shall with respect to each Specified Country select an Eligible Foreign Custodian. In connection therewith, BNY shall: (a) determine that assets of the Funds held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(1) of the Rule; (b) determine that the Funds’ foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Funds’ assets based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNY determines will provide, in their entirety, the same or a greater level of care and protection for the assets of the Funds as such specified provisions; (d) monitor pursuant to the Monitoring System the appropriateness of maintaining the assets of the Funds with a particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule and the performance of the contract governing such arrangement; and (e) advise the Funds whenever BNY determines under the Monitoring System that an arrangement (including, any material change in the contract governing such arrangement) described in preceding clause (d) no longer meets the requirements of the Rule.
2. For purposes of preceding Section 1 of this Article, BNY’s determination of appropriateness shall not include, nor be deemed to include, any evaluation of Country Risks associated with investment in a particular country. For purposes hereof, “Country Risks” shall mean systemic risks of holding assets in a particular country including but not limited to (a) an Eligible Foreign Custodian’s use of any depositories that act as or operate a system or a transnational system for the central handling of securities or any equivalent book-entries; (b) such country’s financial infrastructure; (c) such country’s prevailing custody and settlement practices; (d) nationalization, expropriation or other governmental actions; (e) regulation of the banking or securities industry; (f) currency controls, restrictions, devaluations or fluctuations; and (g) market conditions which affect the orderly execution of securities transactions or affect the value of securities.
ARTICLE IV
REPRESENTATIONS
1. The Funds hereby represent that: (a) this Agreement has been duly authorized, executed and delivered by the Funds, constitutes a valid and legally binding obligation of the Funds enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Funds prohibits the Funds’ execution or performance of this Agreement; and (b) this Agreement has been approved and ratified by the Board.
2. BNY hereby represents that: (a) BNY is duly organized and existing under the laws of the State of New York, with full power to carry on its businesses as now conducted, and to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed and delivered by BNY, constitutes a valid and legally binding obligation of BNY enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on BNY prohibits BNY’s execution or performance of this Agreement; and (c) BNY has established the Monitoring System.
ARTICLE V
CONCERNING BNY
1. BNY shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees, sustained or incurred by, or asserted against, the Funds except to the extent the same arises out of the failure of BNY to exercise the care, prudence and diligence required by Section 2 of Article II hereof. In no event shall BNY be liable to the Funds, the Board, or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement.
2. The Funds shall indemnify BNY and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees, sustained or incurred by, or asserted against, BNY by reason or as a result of any action or inaction, or arising out of BNY’s performance hereunder, provided that the Funds shall not indemnify BNY to the extent any such costs, expenses, damages, liabilities or claims arises out of BNY’s failure to exercise the reasonable care, prudence and diligence required by Section 2 of Article II hereof.
3. For its services hereunder, the Funds agree to pay to BNY such compensation and out-of-pocket expenses as provided in the Custodian Agreement entered into between BNY and the Funds.
4. BNY shall have only such duties as are expressly set forth herein. In no event shall BNY be liable for any Country Risks associated with investments in a particular country.
ARTICLE VI
MISCELLANEOUS
1. This Agreement constitutes the entire agreement between the Funds and BNY as a foreign custody manager, and no provision in the Custody Agreement between the Funds and the Custodian shall affect the duties and obligations of BNY hereunder, nor shall any provision in this Agreement affect the duties or obligations of the Custodian under the Custody Agreement.
2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to BNY, shall be sufficiently given if received by it at its offices at 100 Church Street, 10th Floor, New York, New York 10286, or at such other place as BNY may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Funds shall be sufficiently given if received by it at its offices at 5800 Corporate Drive, Pittsburgh PA, J5237-7000 or at such other place as the Funds may from time to time designate in writing.
4. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided however, that this Agreement shall not be assignable by either party without the written consent of the other.
5. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Funds and BNY hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Funds hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Funds and BNY each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
6. The parties hereto agree that in performing hereunder, BNY is acting solely on behalf of the Funds and no contractual or service relationship shall be deemed to be established hereby between BNY and any other person by reason of this Agreement.
7. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
8. This Agreement shall terminate simultaneously with the termination of the Custody Agreement between the Funds and the Custodian, and may otherwise be terminated by either party giving to the other party a notice in writing specifying the date of such termination, which shall be not less than thirty (30) days after the date of such notice.
9. The Custodian is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of those registered investment companies which are business trusts and agrees that the obligations and liabilities assumed by a registered investment company or any Series pursuant to this Agreement, including, without limitation, any obligation or liability to indemnify the Custodian, shall be limited in any case to the relevant Fund and its assets and that the Custodian shall not seek satisfaction of any such obligation from the shareholders of the relevant Fund, from any other Fund or its shareholders or from the Trustees, Officers, employees or agents of the registered investment company or Series, or any of them. In addition, in connection with the discharge and satisfaction of any claim made by the Custodian involving more than one Fund, the Trustees or Officers of such Funds shall have the exclusive right to determine the appropriate allocations of liability for any claim between or among the Funds.
IN WITNESS WHEREOF, the Funds and BNY have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first above written.
THE FUNDS LISTED ON SCHEDULE I
By: /s/ Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK
By: Joseph F. Keenan
Title: Managing Director
SCHEDULE I
Federated Capital Reserves Fund, a portfolio of Money Market Obligations Trust
Federated Government Reserves Fund, a portfolio of Money Market Obligations Trust
Federated Municipal Trust, a portfolio of Money Market Obligations Trust
Government Obligations Tax-Managed Fund, a portfolio of Money Market Obligations Trust
U.S. Treasury Cash Reserves, a portfolio of Money Market Obligations Trust
Automated Government Cash Reserves, a portfolio of Money Market Obligations Trust
Federated Market Opportunity Fund, a portfolio of Federated Equity Funds
Federated Stock Trust
SCHEDULE II
Specified Countries
Australia | National Australia Bank Ltd |
Austria | Bank Austria Creditanstalt A.G. |
Belgium | ING Belgium SA/NV |
Brazil | Citibank N.A. |
Canada | Royal Bank of Canada |
Czech Republic | ING Bank N.V. Prague |
Denmark | Danske Bank |
Egypt | Citibank, N.A. |
Finland | Nordea Bank Finland plc |
France | BNP Paribas Securities Services/ CACEIS Bank |
Germany | BHF-BANK AG |
Hong Kong | HSBC |
Hungary | ING Bank (Hungary) Rt. |
India | Deutsche Bank AG Mumbai/ HSBC |
Indonesia | HSBC |
Israel | Bank Hapoalim B.M. |
Italy | Intesa Sanpaolo S.p.A. |
Japan | The Bank of Tokyo-Mitsubishi UFJ Ltd/ Mizuho Corporate Bank, Ltd. |
Malaysia | HSBC Bank Malaysia Berhad |
Mexico | Banco Nacional de Mexico |
Netherlands | ING Bank |
New Zealand | National Australia Bank |
Norway | DnB NOR Bank ASA |
Poland | ING Bank Slaski |
Portugal | Banco Comercial Portugues |
Singapore | United Overseas Bank Limited/ DBS Bank Ltd. |
South Africa | Standard Bank of South Africa Limited |
South Korea | HSBC |
Spain | Banco Bilbao Vizcaya Argentaria S.A./ Santander Investment, S.A. |
Sweden | Skandinaviska Enskilda Banken |
Switzerland | Credit Suisse, Zurich |
Taiwan | HSBC |
Turkey | Garanti Bank |
United Kingdom | The Bank of New York/ Deutsche Bank AG London (Depository and Clearing Centre) |
EXHIBIT D
Non-Money Market Funds Fee Schedule
DOMESTIC CUSTODY (U.S. Securities Processing)
Safekeeping, Income Collection, Transaction Processing, Account Administration
0.25 of a basis point per annum on the average net assets of the Fund.
U.S. Security Transaction Charges (per transaction):
$4.50 DTC/FRB Book Entry Settlements
$4.00 Repurchase Agreements (each leg)
$5.00 Time Deposits
$5.00 Maturities
$20.00 Physical Settlements, Euroclear, Options, and Futures Transactions
$5.00 Paydowns
$4.00 Wire Transfers/Checks (not related to securities settlements)
$2.00 Interfund/Account Transactions
Manual Instruction Surcharge
Transactions instructed in a manner which does not facilitate Straight-Through-Processing will incur an additional $15 per transaction.
Out-of-Pocket Expenses
In addition to the above fee-schedule, Out-of-Pocket expenses will be charged as incurred. These charges would include but are not limited to:
See Second Amendment, dated 9/5/08
Compensating Balance Arrangement
The Funds and The Bank of New York have entered
into a compensating balance arrangement, which would allow the Funds to compensate the Bank for any overdrafts by maintaining a positive
cash balance the next day. Conversely, on any day the Funds maintain a positive balance, they will be allowed to overdraw the account
as compensation. In both cases, Federal Reserve requirements, currently 10%, will be assessed. Therefore, all overdrafts must be compensated
at 100% of the total and all positive balances will allow for an overdraft of 90% of the total.
Balances for the tax-exempt portfolios will
be permitted an open-ended roll forward. The taxable portfolios are closed out on a quarterly basis with no carry-over to the subsequent
quarter. At the end of each quarter, the average overdraft will be assessed a fee of 1% above the actual Federal Funds rate at the end
of the period. Any average positive balance will receive an earnings credit computed at the daily effective 90 day T-bill rate minus 0.25
bps on the last day of the period. Earnings credits will be offset against the Funds’ safekeeping fees.
GLOBAL CUSTODY (Non-US Securities Processing)
Global | |||
Safekeeping Fee | Transaction Fee | ||
Countries | *(in basis points)1 | (U.S. Dollars)2 | |
Argentina | 17.00 | 55 | |
Australia | 1.50 | 25 | |
Austria | 3.00 | 40 | |
Bahrain | 50.00 | 140 | |
Bangladesh | 50.00 | 145 | |
Belgium | 2.50 | 35 | |
Bermuda | 17.00 | 70 | |
Botswana | 50.00 | 140 | |
Brazil | 12.00 | 30 | |
Bulgaria | 30.00 | 85 | |
Canada | 1.00 | 10 | |
Chile | 20.00 | 80 | |
China “A” Shares | 15.00 | 80 | |
China “B” Shares | 15.00 | 60 | |
Colombia | 50.00 | 95 | |
Costa Rica | 14.00 | 65 | |
Croatia | 25.00 | 70 | |
Cyprus | 15.00 | 35 | |
Czech Republic | 18.00 | 50 | |
Denmark | 2.00 | 35 | |
Ecuador | 30.00 | 55 | |
Egypt | 30.00 | 85 | |
Estonia | 10.00 | 60 | |
Euromarket/Euroclear3 | 1.00 | 10 | |
Euromarket/Clearstream | 1.00 | 10 | |
Finland | 3.50 | 35 | |
France | 2.00 | 30 | |
Germany | 1.50 | 25 | |
Ghana | 50.00 | 140 | |
Greece | 9.00 | 40 | |
Hong Kong | 3.00 | 45 | |
Hungary | 20.00 | 55 | |
Iceland | 11.00 | 35 | |
India | 13.00 | 105 | |
Indonesia | 11.00 | 80 | |
Ireland (Equities) | 3.00 | 33 | |
Ireland (Gov’t Bonds) | 1.00 | 13 | |
Israel | 20.00 | 40 | |
Italy | 1.50 | 35 | |
Ivory Coast | 50.00 | 140 | |
Jamaica | 50.00 | 60 | |
Japan | 1.75 | 20 | |
Jordan | 50.00 | 140 | |
Kazakhstan | 53.00 | 140 | |
Kenya | 48.00 | 140 | |
Latvia | 50.00 | 45 | |
Lebanon | 50.00 | 140 | |
Lithuania | 20.00 | 43 | |
Luxembourg | 10.00 | 80 | |
Malaysia | 4.50 | 45 | |
Malta | 20.00 | 63 | |
Mauritius | 25.00 | 100 | |
Mexico | 6.50 | 30 | |
Morocco | 50.00 | 95 | |
Namibia | 50.00 | 60 | |
Netherlands | 2.00 | 25 | |
New Zealand | 2.00 | 35 | |
Nigeria | 50.00 | 60 | |
Norway | 2.50 | 35 | |
Oman | 50.00 | 140 | |
Pakistan | 50.00 | 140 | |
Peru | 50.00 | 83 | |
Philippines | 6.00 | 60 | |
Poland | 15.00 | 63 | |
Portugal | 5.00 | 50 | |
Qatar | 50.00 | 140 | |
Romania | 30.00 | 80 | |
Russia Equities | 40.00 | 95 | |
Singapore | 3.50 | 45 | |
Slovak Republic | 23.00 | 95 | |
Slovenia | 50.00 | 60 | |
South Africa | 2.50 | 30 | |
South Korea | 6.50 | 45 | |
Spain | 2.50 | 40 | |
Sri Lanka | 13.00 | 70 | |
Swaziland | 50.00 | 60 | |
Sweden | 2.00 | 30 | |
Switzerland | 2.00 | 35 | |
Taiwan | 10.00 | 60 | |
Thailand | 5.00 | 50 | |
Trinidad & Tobago | 50.00 | 53 | |
Tunisia | 50.00 | 53 | |
Turkey | 12.50 | 60 | |
Ukraine | 75.00 | 250 | |
United Kingdom | 0.50 | 10 | |
Uruguay | 75.00 | 83 | |
Venezuela | 50.00 | 140 | |
Zambia | 50.00 | 140 | |
Zimbabwe | 50.00 | 140 | |
Not In Bank/Not in Custody Assets USA4………………………$500 per line per annum
Third Party Foreign Exchange Settlements | |||||
$70 per non-USD currency movement | |||||
Minimum charges imposed by Agent Banks/Local Administrators | |||||
Brazil - 15 basis points for annual administrative charges | |||||
Colombia - USD $600 per month minimum administration charge | |||||
Ecuador - USD $800 monthly minimum per relationship | |||||
Egypt - USD $400 monthly minimum per relationship | |||||
Additional Charges | |||||
Local taxes, stamp duties or other assessments, including stock exchange fees, postage and | |||||
insurance for shipping, facsimile reporting, extraordinary telecommunications fees or other unusual | |||||
expenses, which are unique to a country in which the Funds are investing | |||||
EXHIBIT E
Money Market Funds Fee Schedule
DOMESTIC CUSTODY (U.S. Securities Processing)
Safekeeping, Income Collection, Transaction Processing, Account Administration
0.25 of a basis point per annum on the average net assets of the Fund.
U.S. Security Transaction Charges (per transaction):
$4.50 DTC/FRB Book Entry Settlements
$4.00 Repurchase Agreements (each leg)
$5.00 Time Deposits
$5.00 Maturities
$20.00 Physical Settlements, Euroclear, Options, and Futures Transactions
$5.00 Paydowns
$4.00 Wire Transfers/Checks (not related to securities settlements)
$2.00 Interfund/Account Transactions
Manual Instruction Surcharge
Transactions instructed in a manner which does not facilitate Straight-Through-Processing will incur an additional $15 per transaction.
Out-of-Pocket Expenses
In addition to the above fee-schedule, Out-of-Pocket expenses will be charged as incurred. These charges would include but are not limited to:
See Second Amendment, dated 9/5/08
Compensating Balance Arrangement
The Funds and The Bank of New York have entered
into a compensating balance arrangement, which would allow the Funds to compensate the Bank for any overdrafts by maintaining a positive
cash balance the next day. Conversely, on any day the Funds maintain a positive balance, they will be allowed to overdraw the account
as compensation. In both cases, Federal Reserve requirements, currently 10%, will be assessed. Therefore, all overdrafts must be compensated
at 100% of the total and all positive balances will allow for an overdraft of 90% of the total.
Balances for the tax-exempt portfolios will
be permitted an open-ended roll forward. The taxable portfolios are closed out on a quarterly basis with no carry-over to the subsequent
quarter. At the end of each quarter, the average overdraft will be assessed a fee of 1% above the actual Federal Funds rate at the end
of the period. Any average positive balance will receive an earnings credit computed at the daily effective 90 day T-bill rate minus 0.25
bps on the last day of the period. Earnings credits will be offset against the Funds’ safekeeping fees.
GLOBAL CUSTODY (Non-US Securities Processing)
Global | |||
Safekeeping Fee | Transaction Fee | ||
Countries | *(in basis points)1 | (U.S. Dollars)2 | |
Argentina | 17.00 | 55 | |
Australia | 1.50 | 25 | |
Austria | 3.00 | 40 | |
Bahrain | 50.00 | 140 | |
Bangladesh | 50.00 | 145 | |
Belgium | 2.50 | 35 | |
Bermuda | 17.00 | 70 | |
Botswana | 50.00 | 140 | |
Brazil | 12.00 | 30 | |
Bulgaria | 30.00 | 85 | |
Canada | 1.00 | 10 | |
Chile | 20.00 | 80 | |
China “A” Shares | 15.00 | 80 | |
China “B” Shares | 15.00 | 60 | |
Colombia | 50.00 | 95 | |
Costa Rica | 14.00 | 65 | |
Croatia | 25.00 | 70 | |
Cyprus | 15.00 | 35 | |
Czech Republic | 18.00 | 50 | |
Denmark | 2.00 | 35 | |
Ecuador | 30.00 | 55 | |
Egypt | 30.00 | 85 | |
Estonia | 10.00 | 60 | |
Euromarket/Euroclear3 | 1.00 | 10 | |
Euromarket/Clearstream | 1.00 | 10 | |
Finland | 3.50 | 35 | |
France | 2.00 | 30 | |
Germany | 1.50 | 25 | |
Ghana | 50.00 | 140 | |
Greece | 9.00 | 40 | |
Hong Kong | 3.00 | 45 | |
Hungary | 20.00 | 55 | |
Iceland | 11.00 | 35 | |
India | 13.00 | 105 | |
Indonesia | 11.00 | 80 | |
Ireland (Equities) | 3.00 | 33 | |
Ireland (Gov’t Bonds) | 1.00 | 13 | |
Israel | 20.00 | 40 | |
Italy | 1.50 | 35 | |
Ivory Coast | 50.00 | 140 | |
Jamaica | 50.00 | 60 | |
Japan | 1.75 | 20 | |
Jordan | 50.00 | 140 | |
Kazakhstan | 53.00 | 140 | |
Kenya | 48.00 | 140 | |
Latvia | 50.00 | 45 | |
Lebanon | 50.00 | 140 | |
Lithuania | 20.00 | 43 | |
Luxembourg | 10.00 | 80 | |
Malaysia | 4.50 | 45 | |
Malta | 20.00 | 63 | |
Mauritius | 25.00 | 100 | |
Mexico | 6.50 | 30 | |
Morocco | 50.00 | 95 | |
Namibia | 50.00 | 60 | |
Netherlands | 2.00 | 25 | |
New Zealand | 2.00 | 35 | |
Nigeria | 50.00 | 60 | |
Norway | 2.50 | 35 | |
Oman | 50.00 | 140 | |
Pakistan | 50.00 | 140 | |
Peru | 50.00 | 83 | |
Philippines | 6.00 | 60 | |
Poland | 15.00 | 63 | |
Portugal | 5.00 | 50 | |
Qatar | 50.00 | 140 | |
Romania | 30.00 | 80 | |
Russia Equities | 40.00 | 95 | |
Singapore | 3.50 | 45 | |
Slovak Republic | 23.00 | 95 | |
Slovenia | 50.00 | 60 | |
South Africa | 2.50 | 30 | |
South Korea | 6.50 | 45 | |
Spain | 2.50 | 40 | |
Sri Lanka | 13.00 | 70 | |
Swaziland | 50.00 | 60 | |
Sweden | 2.00 | 30 | |
Switzerland | 2.00 | 35 | |
Taiwan | 10.00 | 60 | |
Thailand | 5.00 | 50 | |
Trinidad & Tobago | 50.00 | 53 | |
Tunisia | 50.00 | 53 | |
Turkey | 12.50 | 60 | |
Ukraine | 75.00 | 250 | |
United Kingdom | 0.50 | 10 | |
Uruguay | 75.00 | 83 | |
Venezuela | 50.00 | 140 | |
Zambia | 50.00 | 140 | |
Zimbabwe | 50.00 | 140 | |
Not In Bank/Not in Custody Assets USA4………………………$500 per line per annum
Third Party Foreign Exchange Settlements | |||||
$70 per non-USD currency movement | |||||
Minimum charges imposed by Agent Banks/Local Administrators | |||||
Brazil - 15 basis points for annual administrative charges | |||||
Colombia - USD $600 per month minimum administration charge | |||||
Ecuador - USD $800 monthly minimum per relationship | |||||
Egypt - USD $400 monthly minimum per relationship | |||||
Additional Charges | |||||
Local taxes, stamp duties or other assessments, including stock exchange fees, postage and | |||||
insurance for shipping, facsimile reporting, extraordinary telecommunications fees or other unusual | |||||
expenses, which are unique to a country in which the Funds are investing | |||||
Amendment to
Custody Agreement
between
The Bank of New York
and
The Funds listed on Schedule II to the Custody Agreement, as amended from time to time
This Amendment (the “Amendment”) dated as of November 8, 2007 between The Bank of New York (“Custodian”) and the Funds listed on Schedule II to the Custody Agreement, as amended by Exhibit A attached hereto (each a “Fund”).
WHEREAS, the Federated Capital Reserves Fund, Federated Government Reserves Fund and Federated Municipal Trust (collectively, the “Federated Reserves Funds”), and Custodian, having executed the Custody Agreement dated June 7, 2005, now wish to make certain changes to the Custody Agreement and provisions thereof which provisions the Federated Reserves Funds and Custodian agree shall be deemed by them, and each of them, to be included as of the date of this Amendment within the Custody Agreement as if originally stated therein; and
WHEREAS, the Federated Reserves Funds and the Custodian agree to the addition of the following funds to the Custody Agreement: Government Obligations Tax-Managed Fund, U.S. Treasury Cash Reserves, and Automated Government Cash Reserves, each a portfolio of Money Market Obligations Trust; Federated Market Opportunity Fund, a portfolio of Federated Equity Funds; and Federated Stock Trust; and
WHEREAS, the Funds’ Board desires to delegate certain of its responsibilities for performing the services set forth in paragraphs (c)(1), (c)(2) and (c)(3) of Rule 17f-5 of the Investment Company Act of 1940 to the Custodian as Foreign Custody Manager and the Custodian agrees to accept such delegation of responsibilities; and
WHEREAS, the Custody Agreement is amended to include a Fee Schedule for non-money market funds;
WHEREAS, the Custody Agreement Fee Schedule for non-money market funds is amended to reduce the interest rate on overdrafts from 2% to 1% and to include a Global Custody Fee Schedule; and
WHEREAS, the Custody Agreement Fee Schedule for money market funds is amended to, include three new money market funds, to reduce the interest rate on overdrafts from 2% to 1% and to include a Global Custody Fee Schedule.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Funds and Custodian hereby agree as follows:
1. Schedule II of the Custody Agreement and Schedule I of the Joint Trading Account Agreement are each replaced with the Schedule II and Schedule I respectively, attached to this Amendment as Exhibits A and B, respectively.
2. The Custodian shall serve as Foreign Custody Manager in accordance with the Foreign Custody Management Agreement, attached to this Amendment as Exhibit C.
3. The Custody Agreement is amended to include a Fee Schedule for non-money market funds, attached to this Amendment as Exhibit D.
4. The Fee Schedule for non-money market funds is hereby added to the Custody Agreement in the form attached to this Amendment as Exhibit D.
5. The Fee Schedule for money funds is amended to include Government Obligations Tax-Managed Fund, U.S. Treasury Cash Reserves, and Automated Government Cash Reserves, each a portfolio of Money Market Obligations Trust, to reduce the interest rate on overdrafts from 2% to 1% above the actual Federal Funds rate at the end of the period and to provide a Global Custody Fee schedule, attached to this Amendment as Exhibit E.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly designated officers below as of the day and year first above written.
ACKNOWLEDGED AND AGREED:
Custodian:
THE BANK OF NEW YORK |
On behalf of each of the funds indicated on Schedule II of the Custody Agreement, as amended from time to time.
|
By: /s/ Joseph F. Keenan | By: /s/ Richard A. Novak |
Title: Managing Director | Title: Treasurer |
EXHIBIT A
CUSTODY AGREEMENT
SCHEDULE II
Federated Capital Reserves Fund, a portfolio of Money Market Obligations Trust
Federated Government Reserves Fund, a portfolio of Money Market Obligations Trust
Federated Municipal Trust, a portfolio of Money Market Obligations Trust
Government Obligations Tax-Managed Fund, a portfolio of Money Market Obligations Trust
U.S. Treasury Cash Reserves, a portfolio of Money Market Obligations Trust
Automated Government Cash Reserves, a portfolio of Money Market Obligations Trust
Federated Market Opportunity Fund, a portfolio of Federated Equity Funds
Federated Stock Trust
EXHIBIT B
JOINT TRADING ACCOUNT AGREEMENT
SCHEDULE I
Federated Capital Reserves Fund, a portfolio of Money Market Obligations Trust
Federated Government Reserves Fund, a portfolio of Money Market Obligations Trust
Federated Municipal Trust, a portfolio of Money Market Obligations Trust
Government Obligations Tax-Managed Fund, a portfolio of Money Market Obligations Trust
U.S. Treasury Cash Reserves, a portfolio of Money Market Obligations Trust
Automated Government Cash Reserves, a portfolio of Money Market Obligations Trust
Federated Market Opportunity Fund, a portfolio of Federated Equity Funds
Federated Stock Trust
Second Amendment to the Custody Agreement
This Amendment is made as of September 5, 2008 to the Custody Agreement (the “Agreement”) dated June 7, 2005 and amended November 8, 2007 between the Funds listed on Schedule II attached hereto (each a "Fund") and The Bank of New York Mellon (the "Custodian").
WHEREAS, each Fund and the Custodian wish to modify the provisions of the Agreement as set forth below;
NOW THEREFORE, each the Fund and the Custodian agree to the following amendments.
1. Section 14. “Internal Operating Account” to Article I of the Agreement shall be revised as follows:
14. “Internal Operating Account” shall mean accounts established by the Custodian at the direction of a Fund to facilitate the intraday transfer of monies to or from the Custodian representing aggregated subscriptions or redemptions for allocation to individual Funds as indicated by the Fund or its agent.
And;
Each Fund and the Custodian hereby amend Article V. Section 1 of the Agreement by replacing the first sentence of the section as follows:
If Custodian should in its sole discretion advance funds on behalf of any Fund which results in an overdraft at the end of any day, because the money held by Custodian in an Account, including an Internal Operating Account, for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund, due to borrowing by a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and the Custodian as such Fee Exhibit may be amended from time to time.
2. Within Exhibit D, the section entitled “Compensating Balance Arrangement” is replaced in its entirety with the following Amended and Restated section entitled “Compensating Balance Arrangement” as attached hereto.
3. Within Exhibit E, the section entitled “Compensating Balance Arrangement” is replaced in its entirety with the following Amended and Restated section entitled “Compensating Balance Arrangement” as attached hereto.
4. Each Exhibit A, Exhibit B, and Schedule I to Exhibit C, the Foreign Custody Manager Agreement, are updated to include the following new Funds:
Federated California Municipal Income Fund
Federated New York Municipal Income Fund
Federated North Carolina Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
On behalf of each of the Funds indicated on Schedule II attached hereto
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Bruce L. Baumann
Title: Vice President
Amended and Restated
Exhibit D
Compensating Balance Arrangement
Each of the Funds listed below and The Bank of New York Mellon have entered into an earnings credit balance arrangement pursuant to which it has been agreed that 90% of any positive balances will be compensated at the 90 day T-Bill rate and 100% of overdrawn balances will be charged at a rate of 1% over the Fed Funds rate. Monthly, the net resultant credit or charge will be applied to the each Funds’ respective safekeeping fees. Credits that exceed the safekeeping fee may be carried over into the next billing period at the discretion of Custodian.
FUNDS
Federated Stock Trust
Federated Market Opportunity Fund
Federated California Municipal Income Fund
Federated North Carolina Municipal Income Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
See Fifth Amendment dated 11/13/09 for Compensating Balance Arrangement
Amended and Restated
Exhibit E
Compensating Balance Arrangement
Each Fund listed below and The Bank of New York Mellon (the “Bank”) have entered into a average compensating balance arrangement, which would allow the Funds to compensate the Bank for any overdrafts by maintaining a positive cash balance and conversely, on any day a Fund maintains a positive balance, the respective Fund will be permitted to overdraw the account as compensation.
In each instance, Federal Reserve requirements (currently 10%), will be assessed. Therefore, all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of up to 90% of the total (unless the positive balance is the result of an error on the part on the Bank, in which case the positive balance would be assessed at 100%). The Funds shall maintain the average compensating balance over quarterly periods (ending March, June, September and December for FGRF, FCRF and FMUTR; and ending February, May, August, and November for AGCR, USTCR and GOTMF). Average balances will be computed at the end of the quarter. Net positive balances will receive an earnings credit computed at the daily effective 90 – day T-Bill rate on the last day of a period. Net negative balances will be charged at the Fed Funds rate plus 1% on the last day of the period. Quarterly net credits or charges will be applied to the safekeeping fees. Credits that exceed the safekeeping fee will be carried over into the next billing period but must be applied in a 12 month cycle; all accumulated unapplied credits will expire in the final quarter of the cycle, i.e. in November or December. However, upon specific request from Fund, Custodian at its discretion may agree to carry forward into the next 12 month cycle any accumulated credits, contingent on their application within a specified time period.
Credits are not redeemable for cash and will expire in the event the relationship with the Funds is terminated.
FUNDS
Federated Capital Reserves Fund (FCRF)
Federated Government Reserve Fund (FGRF)
Federated Municipal Trust Fund (FMUTR)
US Treasury Cash Reserve Fund (USTCR)
Automated Government Cash Reserves (AGCR)
Government Obligations Tax Managed Fund (GOTMF)
Third Amendment to the Custody Agreement
This Amendment is made as of September 8, 2009 to the Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007 and September 5, 2008 between the Funds listed on Schedule II attached hereto (each a "Fund") and The Bank of New York Mellon (the "Custodian").
WHEREAS, each Fund and the Custodian wish to modify the provisions of the Agreement as set forth below;
NOW THEREFORE, each the Fund and the Custodian agree to the following amendments.
1. Within Exhibit C, the section entitled Schedule II is replaced in its entirety with Amended and Restated Schedule II as attached hereto.
2. Exhibit D, the fee schedule for non-money market funds, is amended to include a fee for the safekeeping of gold bullion and a transaction charge for settlement of trades involving same with restated Exhibit D as attached hereto.
3. A Precious Metals Supplement is added as Exhibit F to include provisions for the custody of assets consisting of precious metals held for the Federated Market Opportunity Fund.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
On behalf of each of the Funds indicated on Schedule II attached hereto
By: /s/ Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Andrew Pfeifer
Title: Vice President
Custody Agreement
Schedule II
Federated Stock Trust
Federated Market Opportunity Fund
Federated California Municipal Income Fund
Federated North Carolina Municipal Income Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Capital Reserves Fund
Federated Government Reserve Fund
Federated Municipal Trust Fund
US Treasury Cash Reserve Fund
Automated Government Cash Reserves
Government Obligations Tax Managed Fund
See Fourth Amendment adding new funds, effective 10/23/09
Custody Agreement
Amended and Restated
Exhibit C, Schedule II
Specified Countries
Country/Market | Subcustodian(s) |
Argentina | Citibank N.A. |
Australia | National Australia Bank Limited |
Austria | UniCredit Bank Austria AG |
Bahrain | HSBC Bank Middle East Limited |
Bangladesh | Standard Chartered Bank |
Belgium | ING Belgium, SA/NV |
Benin | Société Générale de Banques en Côte d’Ivoire |
Bermuda | Bank of Bermuda Limited |
Botswana | Barclays Bank of Botswana Ltd. |
Brazil | Citibank N.A. |
Bulgaria | ING Bank N.V. |
Burkina Faso | Société Générale de Banques en Côte d’Ivoire |
Canada | CIBC Mellon Trust Company |
Cayman Islands | The Bank of New York Mellon |
Channel Islands | The Bank of New York Mellon |
Chile | Banco de Chile |
China | HSBC Bank (China) Company Limited |
Colombia | Cititrust Colombia S.A. |
Costa Rica | Banco BCT |
Croatia | Privredna Banka Zagreb d.d. |
Cyprus | EFG Eurobank Ergasias S.A. |
Czech Republic | ING Bank N.V. |
Denmark | Danske Bank |
Ecuador | Banco de la Produccion S.A. |
Egypt | HSBC Bank Egypt S.A.E. |
Estonia | SEB Pank AS |
Euromarket | Clearstream Banking Luxembourg S.A. |
Euromarket | Euroclear Bank |
Finland | Skandinaviska Enskilda Banken |
France | BNP Paribas Securities Services |
France | CACEIS Bank |
Germany | BHF Asset Servicing GmbH |
Ghana | Barclays Bank of Ghana Ltd. |
Greece | EFG Eurobank Ergasias S.A. |
Guinea Bissau | Société Générale de Banques en Côte d’Ivoire |
Hong Kong | HSBC Ltd. |
Hungary | ING Bank N.V. |
Iceland | New Landsbanki Islands |
India | Deutsche Bank AG |
Indonesia | HSBC Ltd. |
Ireland | The Bank of New York Mellon |
Israel | Bank Hapoalim B.M. |
Italy | Intesa Sanpaolo S.p.A |
Ivory Coast | Société Générale de Banques en Côte d’Ivoire |
Japan | Mizuho Corporate Bank Ltd. (MHCB) |
Japan | The Bank of Tokyo – Mitsubishi UFJ Ltd. |
Jordan | HSBC Bank Middle East Ltd. |
Kazakhstan | HSBC Kazakhstan |
Kenya | Barclays Bank of Kenya Ltd. |
Kuwait | HSBC Bank Middle East Ltd. |
Latvia | AS SEB banka |
Lebanon | HSBC Bank Middle East Ltd. |
Lithuania | SEB Bankas |
Luxembourg | Banque et Caisse d’Epargne de l’Etat (BCEEL) |
Malaysia | HSBC Bank Malaysia Berhad |
Mali | Société Générale de Banques en Côte d’Ivoire |
Malta | HSBC Bank Malta plc |
Mauritius | HSBC Ltd. |
Mexico | Banco Nacional de Mexico (BANAMEX) |
Morocco | Citibank Maghreb |
Namibia | Standard Bank Namibia Ltd |
Netherlands | BNY Mellon Asset Servicing BV |
New Zealand | National Australia Bank |
Niger | Société Générale de Banques en Côte d’Ivoire |
Nigeria | Stanbic IBTC Bank Plc |
Norway | DnB NOR Bank ASA |
Oman | HSBC Bank Middle East Ltd. |
Pakistan | Deutsche Bank AG |
Palestinian Autonomous Area | HSBC Bank Middle East Ltd. |
Peru | Citibank del Peru, S.A. |
Philippines | HSBC Ltd. |
Poland | ING Bank Slaski |
Portugal | Banco Comercial Portugues |
Qatar | HSBC Bank Middle East Ltd. |
Romania | ING Bank N.V. |
Russia | ING Bank (Eurasia) |
Saudi Arabia | SABB Securities Limited |
Senegal | Société Générale de Banques en Côte d’Ivoire |
Serbia | UniCredit Bank Austria AG |
Singapore | DBS Bank Ltd. |
Singapore | United Overseas Bank Ltd. |
Slovak Republic | ING Bank N.V. |
Slovenia | UniCredit Banka Slovenia d.d. |
South Africa | Standard Bank of South Africa |
South Korea | HSBC Ltd. |
Spain | Banco Bilbao Vizcaya Argentaria S.A. (BBVA) |
Spain | Santander Investment S.A. |
Sri Lanka | HSBC Ltd. |
Swaziland | Standard Bank Swaziland Ltd |
Sweden | Skandinaviska Enskilda Banken |
Switzerland | Credit Suisse |
Taiwan | Standard Chartered Bank (Taiwan) Ltd. / HSBC |
Thailand | Bangkok Bank Public Company Ltd. |
Thailand | HSBC Ltd |
Togo | Société Générale de Banques en Côte d’Ivoire |
Trinidad & Tobago | Republic Bank Ltd. |
Tunisia | Banque Internationale Arabe de Tunisie |
Turkey | Deutsche Bank AS |
Ukraine | ING Bank Ukraine |
United Arab Emirates | HSBC Bank Middle East Ltd. |
United Kingdom | Deutsche Bank AG |
United Kingdom | The Bank of New York Mellon |
United States | The Bank of New York Mellon |
Uruguay | Banco Itaú Uruguay S.A. |
Venezuela | Citibank N.A. |
Vietnam | HSBC Bank (Vietnam) Ltd |
Zambia | Barclays Bank of Zambia Ltd |
Zimbabwe | Barclays Bank of Zimbabwe Ltd |
Custody Agreement
Amended and Restated
Exhibit D
Non-Money Market Funds Fee Schedule
Domestic Custody (U.S. Securities Processing)
Safekeeping, Income Collection, Transaction Processing, Account Administration
0.25 of a basis point per annum on the average net assets of the Fund.
Gold Bullion Safekeeping – at the following rates, minimum $75,000 per annum:
$20 per 400oz bar per month
$10 per 100oz bar per month
U.S. Security Transaction Charges (per transaction):
$4.50 DTC/FRB Book Entry Settlements
$4.00 Repurchase Agreements (each leg)
$5.00 Time Deposits
$5.00 Maturities
$20.00 Physical Settlements, Euroclear, Options, and Futures Transactions
$5.00 Paydowns
$4.00 Wire Transfers/Checks (not related to securities settlements)
$2.00 Interfund/Account Transactions
Gold Bullion Transaction Charges
$ 5 per receipt trade
$20 per delivery per 400oz bar
$10 per delivery per 100oz bar
Manual Instruction Surcharge
Transactions instructed in a manner which does not facilitate Straight-Through-Processing will incur an additional $15 per transaction.
Out-of-Pocket Expenses
In addition to the above fee-schedule, Out-of-Pocket expenses will be charged as incurred. These charges would include but are not limited to:
Global Custody (non-U.S. securities processing)
Global | ||
Safekeeping Fee | Transaction Fee5 | |
Countries | *(in basis points)6 | (U.S. Dollars) |
Argentina | 17.00 | 55 |
Australia | 1.50 | 25 |
Austria | 3.00 | 40 |
Bahrain | 50.00 | 140 |
Bangladesh | 50.00 | 145 |
Belgium | 2.50 | 35 |
Bermuda | 17.00 | 70 |
Botswana | 50.00 | 140 |
Brazil | 12.00 | 30 |
Bulgaria | 30.00 | 85 |
Canada | 1.00 | 10 |
Chile | 20.00 | 80 |
China “A” Shares | 15.00 | 80 |
China “B” Shares | 15.00 | 60 |
Colombia | 50.00 | 95 |
Costa Rica | 14.00 | 65 |
Croatia | 25.00 | 70 |
Cyprus | 15.00 | 35 |
Czech Republic | 18.00 | 50 |
Denmark | 2.00 | 35 |
Ecuador | 30.00 | 55 |
Egypt | 30.00 | 85 |
Estonia | 10.00 | 60 |
Euromarket/Euroclear7 | 1.00 | 10 |
Euromarket/Clearstream | 1.00 | 10 |
Finland | 3.50 | 35 |
France | 2.00 | 30 |
Germany | 1.50 | 25 |
|
Global | ||||
Safekeeping Fee | Transaction Fee | ||||
Countries | *(in basis points) | (U.S. Dollars) | |||
Ghana | 50.00 | 140 | |||
Greece | 9.00 | 40 | |||
Hong Kong | 3.00 | 45 | |||
Hungary | 20.00 | 55 | |||
Iceland | 11.00 | 35 | |||
India | 13.00 | 105 | |||
Indonesia | 11.00 | 80 | |||
Ireland (Equities) | 3.00 | 33 | |||
Ireland (Gov’t Bonds) | 1.00 | 13 | |||
Israel | 20.00 | 40 | |||
Italy | 1.50 | 35 | |||
Ivory Coast | 50.00 | 140 | |||
Jamaica | 50.00 | 60 | |||
Japan | 1.75 | 20 | |||
Jordan | 50.00 | 140 | |||
Kazakhstan | 53.00 | 140 | |||
Kenya | 48.00 | 140 | |||
Latvia | 50.00 | 45 | |||
Lebanon | 50.00 | 140 | |||
Lithuania | 20.00 | 43 | |||
Luxembourg | 10.00 | 80 | |||
Malaysia | 4.50 | 45 | |||
Malta | 20.00 | 63 | |||
Mauritius | 25.00 | 100 | |||
Mexico | 6.50 | 30 | |||
Morocco | 50.00 | 95 | |||
Namibia | 50.00 | 60 | |||
Netherlands | 2.00 | 25 | |||
New Zealand | 2.00 | 35 | |||
Nigeria | 50.00 | 60 | |||
Norway | 2.50 | 35 | |||
Oman | 50.00 | 140 | |||
Pakistan | 50.00 | 140 | |||
Peru | 50.00 | 83 | |||
Philippines | 6.00 | 60 | |||
Poland | 15.00 | 63 | |||
Portugal | 5.00 | 50 | |||
Qatar | 50.00 | 140 | |||
Romania | 30.00 | 80 | |||
Russia Equities | 40.00 | 95 | |||
|
Global | ||||
Safekeeping Fee | Transaction Fee | ||||
Countries | *(in basis points) | (U.S. Dollars) | |||
Singapore | 3.50 | 45 | |||
Slovak Republic | 23.00 | 95 | |||
Slovenia | 50.00 | 60 | |||
South Africa | 2.50 | 30 | |||
South Korea | 6.50 | 45 | |||
Spain | 2.50 | 40 | |||
Sri Lanka | 13.00 | 70 | |||
Swaziland | 50.00 | 60 | |||
Sweden | 2.00 | 30 | |||
Switzerland | 2.00 | 35 | |||
Taiwan | 10.00 | 60 | |||
Thailand | 5.00 | 50 | |||
Trinidad & Tobago | 50.00 | 53 | |||
Tunisia | 50.00 | 53 | |||
Turkey | 12.50 | 60 | |||
Ukraine | 75.00 | 250 | |||
United Kingdom | 0.50 | 10 | |||
Uruguay | 75.00 | 83 | |||
Venezuela | 50.00 | 140 | |||
Zambia | 50.00 | 140 | |||
Zimbabwe | 50.00 | 140 | |||
Not In Bank/Not in Custody Assets USA8 ………………………$500 per line per annum
Third Party Foreign Exchange Settlements | |||||
$70 per non-USD currency movement | |||||
Minimum charges imposed by Agent Banks/Local Administrators | |||||
Brazil - 15 basis points for annual administrative charges | |||||
Colombia - USD $600 per month minimum administration charge | |||||
Ecuador - USD $800 monthly minimum per relationship | |||||
Egypt - USD $400 monthly minimum per relationship | |||||
Additional Charges | |||||
Local taxes, stamp duties or other assessments, including stock exchange fees, postage and | |||||
insurance for shipping, facsimile reporting, extraordinary telecommunications fees or other unusual | |||||
expenses, which are unique to a country in which the Funds are investing. | |||||
Earnings Credit Arrangement
Each of the Funds listed below and The Bank of New York Mellon have entered into an earnings credit balance arrangement pursuant to which it has been agreed that 90% of any positive balances will be compensated at the 90 day T-Bill rate and 100% of overdrawn balances will be charged at a rate of 1% over the Fed Funds rate. Monthly, the net resultant credit or charge will be applied to the each Funds’ respective safekeeping fees. Credits that exceed the safekeeping fee may be carried over into the next billing period at the discretion of the Custodian.
FUNDS See Seventh Amendment, dated 9/1/10
Federated Stock Trust
Federated Market Opportunity Fund
Federated California Municipal Income Fund
Federated North Carolina Municipal Income Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
See Fourth Amendment adding new funds, effective 10/23/09
Custody Agreement
Exhibit F
PRECIOUS METALS SUPPLEMENT
(Precious Metals Physically Held in the USA)
In addition to the provisions of that certain Global Custody Agreement dated as of June 7, 2005, as amended, pursuant to which the registered investment company, the Federated Market Opportunity Fund, (the “Customer”) has appointed The Bank of New York Mellon, formerly known as The Bank of New York (the “Custodian”) as its custodian of securities and cash and to perform related services (the “Agreement”), the following provisions shall apply to the custody of assets consisting of precious metals.
ARTICLE I
APPOINTMENT OF CUSTODIAN; CUSTODIAL SERVICES TO BE PROVIDED BY SUBCUSTODIAN
1. Customer hereby appoints the Custodian as custodian to hold and maintain certain property consisting of the metals described in the attached Addendum A (the “Precious Metals”) and which are specified in each authenticated trade instruction sent by the Customer or it’s Authorized Representative to the Custodian.
2. Custodian hereby accepts appointment as such custodian of Precious Metals and agrees to perform its duties in respect thereof pursuant to the provisions of this Supplement. Customer acknowledges that Custodian shall utilize the services of one or more subcustodians, identified to Customer from time to time (each, for purposes of this Supplement, a “Subcustodian”), to serve as warehouseman of the Precious Metals held hereunder. Precious Metals held through a Subcustodian shall be held subject to the terms and conditions of Custodian’s agreement with such Subcustodian. Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian. In the event Custodian selects a replacement Subcustodian, Custodian shall not utilize such replacement Subcustodian until after providing Customer with commercially reasonable notice.
ARTICLE II
RESPONSIBILITIES OF CUSTODIAN AND SUBCUSTODIANS
1. Custodian shall receive, hold and keep the Precious Metals at a secure facility maintained by a Subcustodian which shall be identified to Customer from time to time (the “Secure Facility”).
2. Custodian shall be responsible for the safekeeping of the Precious Metals in the form and condition in which they are delivered to its Subcustodian acting as its warehouseman. Custodian shall cause the Subcustodian to keep the Precious Metals held for Customer hereunder separately identified and segregated and to maintain records identifying the Precious Metals belonging to Customer.
3. Custodian shall provide Customer with reporting by a means agreed between the parties detailing Precious Metals received, delivered and held at the Subcustodian. Customer agrees that it shall promptly review all such statements and shall advise Custodian of any error, omission or inaccuracy therein within a commercially reasonable time.
4. Custodian shall cause the Subcustodian it designates to take delivery of Precious Metals from Customer and to acknowledge receipt from Customer of the Precious Metals. The Subcustodian may, at its option, record certain specifications indicated on the Precious Metals. It is understood and agreed that neither Custodian nor its Subcustodians are responsible for the authenticity of markings on or for the weight, fineness or contents of any of the Precious Metals, delivered to them by Customer or a third party for the account of Customer.
5. Custodian shall maintain insurance protection covering the Custodian’s duties and activities hereunder in such amounts and insuring against such risks as Custodian deems reasonable and appropriate under the circumstances. Subcustodians may maintain such insurance in regard to their business on such terms as they consider appropriate, but the Custodian shall have no liability for the terms or sufficiency of the insurance maintained by any Subcustodian or for the failure of any Subcustodian to maintain insurance.
ARTICLE III
DELIVERY OF PRECIOUS METALS TO, AND WITHDRAWAL OF PRECIOUS METALS FROM, CUSTODY
1. Each delivery of Precious Metals to be held in custody in accordance with this Supplement shall be made pursuant to an authenticated trade instruction sent by the Customer or its Authorized Representative to the Custodian. Such instruction must be received by the published trade instruction deadlines and by the agreed communication method. Such instruction shall be acknowledged by the Custodian. The authorized trade instruction shall identify the Precious Metal to be delivered, in such customary manner as specified by the Custodian, and the delivery date, and the Custodian’s acknowledgment shall identify the Subcustodian and Secure Facility to which the Customer shall deliver the Precious Metal. Delivery shall be made only to the Secure Facility of the Subcustodian designated by the Custodian. Customer acknowledges and agrees that neither the Custodian nor the Subcustodian has any responsibility or liability for any loss, damage or destruction of any Precious Metals prior to the time the Subcustodian identified by the Custodian accepts the care, custody and control of the Precious Metals at the specified Subcustodian’s Secure Facility, and Customer hereby releases Custodian and each Subcustodian from any responsibility or liability prior to the time the Subcustodian identified by the Custodian accepts the care, custody and control of the Precious Metals. In the event the Precious Metal delivered to the Subcustodian differs from the identification provided by the Customer, the Custodian shall endeavor promptly to notify the Customer. Neither the Custodian nor any Subcustodian shall be liable for any loss resulting from the failure of the Precious Metal actually delivered to conform to the identification provided by the Customer in the authorized trade instruction.
2. Each withdrawal of Precious Metals from custody in accordance with this Supplement shall be made pursuant to an authenticated trade instruction sent by the Customer or its Authorized Representative to the Custodian. Such instruction must be received by the published trade instruction deadlines and by the agreed communication method. Such instruction shall be acknowledged by the Custodian. The authorized trade instruction shall identify the Precious Metal to be withdrawn, in such customary manner as specified by the Custodian, and the delivery date and the Custodian’s acknowledgment shall identify the Subcustodian and Secure Facility from which the Customer shall take delivery of the Precious Metal. Customer must collect or arrange for the collection of the Precious Metal being withdrawn from the Subcustodian having physical possession thereof. All risk in and to the Precious Metal withdrawn shall pass at the specified Secure Facility at the time Customer or its Authorized Representative acknowledges receipt.
3. Customer shall be responsible for all expenses associated with the delivery and withdrawal of Precious Metals to and from the Secure Facility, as well as all insurance, safekeeping, security and secure transport arrangements for the Precious Metals while either in storage outside the terms of this agreement or in transit to or from the Custodians appointed Subcustodian. Customer shall pay or reimburse the Custodian from time to time for any taxes or other governmental charges payable, and actually paid, by Custodian upon storage or transfer of the Precious Metals made hereunder.
4. If, in Custodian’s opinion, any authenticated trade instruction is unclear or ambiguous, Custodian shall endeavor to obtain clarification from Customer. In the absence of such clarification Custodian may, in its absolute discretion, either (i) decline to take action until clarification is received or (ii) act on what it believes, in good faith, to be such instruction.
ARTICLE IV
CONCERNING CUSTODIAN
Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees (collectively, “Losses”), incurred by or asserted against Customer, except those Losses arising out of Custodian’s own negligence or willful misconduct. Custodian shall have no liability whatsoever for the action or inaction of any commodities exchange. With respect to any Losses incurred by Customer as a result of the acts or failures to act by a Subcustodian acting as warehouseman hereunder, Custodian shall take appropriate action to recover such Losses, and Custodian’s liability shall be limited to the amount recovered net of Custodian’s costs and expenses. In no event shall Custodian be liable to Customer or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Supplement.
ARTICLE V
MISCELLANEOUS.
The provisions of this Supplement shall apply solely with respect to the custody of Precious Metals. All provisions of the Agreement shall nevertheless remain in full force and effect with respect to assets held pursuant to this Supplement, and all capitalized terms and provisions contained in the Agreement shall be read so as to apply fully to the services and activities contemplated by this Supplement; provided, that in the event of any conflict between the provisions of the Agreement and the provisions of this Supplement, the provisions of this Supplement shall control.
Federated Equity Funds on behalf of its
Dated: Federated Market Opportunity Fund
/s/ Richard A. Novak
By: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Andrew Pfeifer
Title: Vice President
Precious Metals Supplement
Addendum A
Gold Bullion
Fourth Amendment to the Custody Agreement
This Amendment is made as of October 23, 2009 to the Custody Agreement (as amended, the “Custody Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, and September 8, 2009 between the Funds listed on Schedule II to the Custody Agreement (each a "Fund") and The Bank of New York Mellon (the "Custodian").
RECITALS
WHEREAS, the custody of the securities, cash and other portfolio assets of the funds specified in this Amendment are being converted to the Custodian as of the close of business on October 23, 2009;
WHEREAS, the parties agree that the list of Funds that are parties to the Custody Agreement is set forth on Schedule II to the Custody Agreement (which has been amended and attached as Exhibit A to prior amendments to the Custody Agreement) (“Schedule II to the Custody Agreement” or “Exhibit A”), and the parties desire to amend the list of Funds to add the funds specified in this Amendment;
WHEREAS, the parties agree that the list of Funds that are parties to the Joint Trading Account Custody Agreement, which is part of the Custody Agreement, is set forth on Schedule I to the Joint Trading Account Custody Agreement (which has been amended and attached as Exhibit B to prior amendments to the Custody Agreement) (“Schedule I to the Joint Trading Account Agreement” or “Exhibit B”), and the parties desire to amend the list of Funds to add the funds specified in this Amendment;
WHEREAS, the parties agree that the list of Funds that are parties to the Foreign Custody Agreement, which is part of the Custody Agreement, is set forth on Schedule I to the Foreign Custody Agreement (which has been attached as Exhibit C to in prior amendments) (“Schedule I to Foreign Custody Agreement” or “Exhibit C”), and the parties desire to amend the list of Funds to add the funds specified in this Amendment; and
WHEREAS, the parties agree that the Fee Schedule for Non-Money Market Funds, which is part of the Custody Agreement (which has been attached as Exhibit D in prior amendments (“Fee Schedule for Non-Money Market Funds” or “Exhibit D”), will apply to the funds specified herein, and the parties desire to add the funds specified in this Amendment to the funds subject to the Fee Schedule for Non-Money Market Funds.
AMENDMENT
NOW THEREFORE, intending to be legally bound, each of the Funds and the Custodian agree to the following amendments:
Each of Schedule II to the Custody Agreement (or Exhibit A), Schedule I to the Joint Trading Account Agreement (or Exhibit B), Schedule I to the Foreign Custody Agreement (or Exhibit C), and the Fee Schedule for Non-Money Market Funds (or Exhibit D) shall be, and hereby are, amended and updated to include the following new Funds:
Federated Municipal Securities Fund, Inc.
Federated Intermediate Municipal Trust, a portfolio of Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust, a portfolio of Federated Municipal Securities Income Trust
Federated Municipal High Yield Advantage Fund, a portfolio of Federated Municipal Securities Income Trust
The agreements referenced herein shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
ON BEHALF OF EACH OF THE FUNDS INDICATED ON SCHEDULE II OF THE CUSTODY AGREEMENT, AS AMENDED FROM TIME TO TIME
By: /s/ Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Andrew Pfeiffer
Title: Vice President
Fifth Amendment to the Custody Agreement
This Amendment is made as of November 13, 2009 to the Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, and October 23, 2009 between the Funds listed on Schedule II attached hereto (each a "Fund") and The Bank of New York Mellon (the "Custodian").
Recitals
WHEREAS, the parties agree that the Fee Schedule for Money Market Funds, which is part of the Custody Agreement, which has been attached as Exhibit E in prior amendments (“Fee Schedule for Money Market Funds” or “Exhibit E”), will apply to the funds specified herein.
Amendment
WHEREAS, each Fund and the Custodian wish to modify the provisions of the Agreement as set forth below;
NOW THEREFORE, each the Fund and the Custodian agree to the following amendments.
Within Exhibit E, the section entitled “Compensating Balance Arrangement” is replaced in its entirety with Amended and Restated Exhibit E as attached hereto.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
On behalf of each of the Funds indicated on Schedule II attached hereto
By: /s/ Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Peter D. Holland
Title: Managing Director
Amended and Restated
Exhibit E
Compensating Balance Arrangement
Each Fund listed below and The Bank of New York Mellon (the “Bank”) have entered into an average compensating balance arrangement, which would allow the Funds to compensate the Bank for any overdrafts by maintaining a positive cash balance and conversely, on any day a Fund maintains a positive balance, the respective Fund will be permitted to overdraw the account as compensation, within the Maximum Daily Balance limits as established for each fund as listed below.
In each instance, Federal Reserve requirements for minimum balances (currently 10%), will be assessed. Therefore, all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of up to 90% of the total (unless the positive balance is the result of an error on the part on the Bank, in which case the positive balance would be assessed at 100%). The Funds shall maintain the average compensating balance over quarterly periods (ending March, June, September and December for FGRF, FCRF and FMUTR; and ending February, May, August, and November for AGCR, USTCR and GOTMF). Average balances will be computed at the end of the quarter. Net positive balances will receive an earnings credit computed at the daily effective 90 – day T-Bill rate on the last day of a period. Net negative balances will be charged at the Fed Funds rate plus 1% on the last day of the period. Quarterly net credits or charges will be applied to the safekeeping fees. Credits that exceed the safekeeping fee will be carried over into the next billing period but must be applied in a 12 month cycle; all accumulated unapplied credits will expire in the final quarter of the cycle, i.e. in November or December. However, upon specific request from the Fund, Custodian at its discretion may agree to carry forward into the next 12 month cycle any accumulated credits, contingent on their application within a specified time period.
Credits are not redeemable for cash and will expire in the event the relationship with the Funds is terminated.
Maximum Daily Balances (“MDB”) limits have been determined for each fund. On days where the Funds exceed their MDBs, interest will be credited on 90% of the excess balance at the 90-day T-Bill rate or charged on 100% of the excess overdraft balance at the Fed Funds rate plus 1%, based on the day(s) the MDB’s were exceeded.
Maximum Daily Balance +/- $175 million
US Treasury Cash Reserves Fund (USTCR)
Government Obligations Tax Managed Fund (GOTMF)
Maximum Daily Balance +/- $75 million
Federated Municipal Trust Fund (FMUTR)
Maximum Daily Balance +/- $25 million
Federated Capital Reserves Fund (FCRF)
Federated Government Reserves Fund (FGRF)
Automated Government Cash Reserves (AGCR)
See Seventh Amendment, dated 9/1/10
Schedule II
Federated Capital Reserves Fund
Federated Government Reserve Fund
Federated Municipal Trust Fund
US Treasury Cash Reserve Fund
Automated Government Cash Reserves
Government Obligations Tax Managed Fund
Sixth Amendment to the Custody Agreement
This Amendment is made as of January 13, 2010 to the Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, and November 13, 2009 between the Funds listed on Schedule II attached hereto (each a "Fund") and The Bank of New York Mellon (the "Custodian").
WHEREAS, each Fund and the Custodian wish to modify the provisions of the Agreement as set forth below;
NOW THEREFORE, each the Fund and the Custodian agree to the following amendment.
Each Exhibit A (“Schedule II to the Agreement”), Exhibit B (“Joint Trading Account Agreement Schedule I”), and Exhibit D (“Fee Schedule for Non-Money Market Funds”) is updated to include the following new Fund:
Federated Enhanced Treasury Income Fund
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
On behalf of each of the Funds indicated on Schedule II attached hereto
By: /s/ Richard A. Novak
By: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Peter D. Holland
By: Peter D. Holland
Title: Managing Director
See Seventh Amendment, dated 9/1/10
Amended and Restated
Custody Agreement
Schedule II
Federated Stock Trust
Federated Market Opportunity Fund
Federated California Municipal Income Fund
Federated North Carolina Municipal Income Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Municipal Securities Fund
Intermediate Municipal Trust Fund
Michigan Intermediate Municipal Trust Fund
Federated Municipal High Yield Advantaged Fund
Federated Enhanced Treasury Income Fund
Federated Capital Reserve Fund
Federated Government Reserves Fund
Federated Municipal Trust Fund
US Treasury Cash Reserves Fund
Automated Government Cash Reserves
Government Obligations Tax Managed Fund
Seventh Amendment to the Custody Agreement
This Amendment is made as of September 1, 2010 to the Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009 and January 13, 2010, between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto (each a "Fund") and The Bank of New York Mellon (the "Custodian").
WHEREAS, each Fund and the Custodian wish to modify the provisions of the Agreement as set forth below;
NOW THEREFORE, each Fund and the Custodian agree to the following amendment.
1. The funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto:
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
On behalf of each of the Funds indicated on Exhibit A attached hereto
By: /s/ Richard A. Novak
By: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Peter D. Holland
By: Peter D. Holland
Title: Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
A. Non-Money Market Funds
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated Global Macro Bond Fund
Federated Intermediate Municipal Trust
Federated Market Opportunity Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
FUNDS
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated Global Macro Bond Fund
Federated Intermediate Municipal Trust
Federated Market Opportunity Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
EIGHTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010 and September 1, 2010, between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian.
WHEREAS, each Fund is registered as a management investment company, or a series thereof, under the Investment Company Act of 1940, as amended; and
WHEREAS, the Funds and the Custodian desire to amend the Agreement subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Article IX of the Agreement is hereby deleted in its entirety and replaced with the following language:
1. The Agreement shall become effective on March 1, 2011 and shall remain in full force and effect for a period of four (4) years (the “Initial Term”) and shall automatically continue in full force and effect after such Initial Term unless either party terminates this Agreement by written notice to the other party at least six (6) months prior to the expiration of the Initial Term. Additionally, if the Custodian (or any of its affiliates) engages in (i) any act or omission which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, which upon notice the Custodian has not cured within 5 business days or (ii) any act or omission which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement, then each Fund shall have the right to immediately terminate this Agreement.
In the event such notice is given by the Fund, it shall be accompanied by a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, electing to terminate this Agreement and designating a successor Custodian or Custodians, each of which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits.
In the event such notice is given by Custodian, the Fund shall, on or before the termination date, deliver to Custodian a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, designating a successor Custodian or Custodians. In the absence of such designation by the Fund, Custodian may designate a successor Custodian which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall upon receipt of a notice of acceptance by the successor Custodian on that date deliver directly to the successor Custodian all Securities and money then owned by the Fund and held by it as Custodian, after deducting any fees, expenses and other accounts for the payment or reimbursement of which it shall then be entitled.
2. If a successor Custodian is not designated by the Fund or Custodian in accordance with the preceding Section, the Fund shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Securities (other than Securities which cannot be delivered to the Fund) and money then owned by the Fund be deemed to be its own Custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities which cannot be delivered to the Fund to hold such Securities hereunder in accordance with this Agreement.
2. The Agreement shall remain in full force and effect as amended by this Amendment.
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IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 1, 2011.
Each of the registered investment companies or series
thereof listed on Schedule II to the Custody
Agreement, as amended from time to time
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Andrew Pfeifer
Title: Vice President
NINTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, and March 1, 2011, between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add Funds to Schedule II, effective March 25, 2011; and
WHEREAS, the Funds and the Custodian desire to amend the Agreement subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 25, 2011.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Andrew Pfeifer
Title: Vice President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
A. Non-Money Market Funds
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Market Opportunity Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
FUNDS
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Market Opportunity Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
TENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT (“Amendment”) TO THE CUSTODY AGREEMENT dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, March 1, 2011 and March 25, 2011 (the “Agreement”), by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”), and The Bank of New York Mellon (the “Custodian”).
WHEREAS, each Fund is registered as a management investment company, or certain services thereof, under the Investment Company Act of 1940, as amended; and
WHEREAS, the Funds and the Custodian desire to amend the Agreement subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
2. The following article shall be added to the Agreement as a new Article XI “CUSTODY OF LOAN DOCUMENT FILES AND RELATED SERVICES”:
1. As used in this Article XI, the following terms shall have the meanings set forth below:
“Loan Document File” shall mean a hard copy file delivered to and received by Custodian hereunder.
“Loan Documents” shall mean all documents and instruments relating to any Loans (as hereinafter defined), including, without limitation, loan or credit agreements, assignment and acceptance agreements, promissory notes, participation agreements, deeds, mortgages and security agreements contained in a Loan Document File.
“Loans” shall mean the bank loans or loan commitments held in the Fund.
“Servicer” shall mean the agent appointed by the applicable Fund to service the Loans, which initially shall be the Custodian, provided that the parties have entered into a separate loan servicing agreement (the “Loan Servicing Agreement”).
2. It is understood and agreed that unless Custodian and the Fund enter into a duly executed Loan Servicing Agreement, all references to the Servicer hereunder shall refer to a person or entity other than Custodian. Upon execution of such Loan Servicing Agreement, all such references shall be to Custodian.
3. The Servicer, as agent for the Fund, shall be solely responsible for the servicing of all Loans. All payments by or on behalf of borrowers under the Loans received by Custodian shall be credited to the Account.
4. It is understood and agreed that Custodian shall have no responsibility for maintaining any records of account activity relating to each Loan, including without limitation, all amortization schedules, records of transfer, pay-off, assignment, participation, sale, modification, termination or other changes in the Loans, except as provided for in the Loan Servicing Agreement between the Funds and Custodian dated March 25, 2011.
5. Upon origination, modification or other change in any Loan, the Fund shall promptly deliver or cause to be delivered to Custodian all relevant Loan Documents. It is understood and agreed that Custodian will accept any file purporting to be a Loan Document File for custody hereunder “as is” and without any examination. Any duty Custodian may have to review or inspect any Loan Documents or to determine the contents of Loan Document Files shall only be pursuant to the terms and conditions of the Loan Servicing Agreement. No such duties or obligations shall be imposed on Custodian under the Agreement. Under no circumstances will Custodian be required to issue a trust receipt (or similar instrument) with respect to the Loan Document Files or their contents. Account statements will only reflect an inventory of the Loan Document Files that Custodian holds in custody hereunder without any representation as to the contents thereof.
6. No director, officer, employee or agent of the Fund shall have physical access to the Loan Document Files or be authorized or permitted to withdraw any Loan Documents nor shall Custodian deliver any Loan Documents to any such person, unless such access or withdrawal has been duly authorized by a resolution of the board of directors of the Fund. All such access shall be by two or more persons jointly, at least one of whom is an officer of the Fund.
3. All Loan Documents and Loan Document Files in the possession of the Custodian are and shall remain the property of the Fund.
4. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. This Amendment shall become effective as of the date hereof upon execution by the parties hereto. From and after the execution hereof, any reference to the Agreement shall be a reference to the Agreement as amended hereby. In the event of any conflict between the terms of this Amendment and the terms of the Agreement, the terms of the Amendment shall control. Except as amended hereby, the Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties thereto.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 25, 2011.
Each of the registered investment companies or series
thereof listed on Schedule II to the Agreement
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Mary Jean Milner
Title: Vice President
LOAN SERVICING ANNEX AND SUPPLEMENT
TO THE CUSTODY AGREEMENT
This Loan Servicing Annex and Supplement (the “Loan Servicing Agreement”) a part of the Custody Agreement dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, March 1, 2011, and March 25, 2011 (the “Custody Agreement”), between the registered investment companies listed on Schedule II to the Custody Agreement, as may be amended from time to time (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”). Capitalized terms used but not defined shall have the meanings ascribed to them in the Custody Agreement.
WHEREAS, the Funds and the Custodian desire to supplement the Custody Agreement to provide for the servicing of loans held as assets of the Funds, subject to the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises and the agreements, covenants and representations herein contained, the parties hereto agree as follows:
1. The Services. Custodian shall provide to the Funds the services described in Exhibit A attached hereto (which services are hereinafter referred to as the “Services”). The Funds shall, promptly after the date hereof, deliver or cause to be delivered to Custodian copies of all documents and information listed on Schedule II to this Loan Servicing Agreement relating to the loans or loan commitments (the “Loans”) being serviced for the loan portfolio(s) described on Exhibit A-1 (the “Portfolio(s)”).
2. Service Fees. In consideration of the performance of the Services by Custodian, each Fund shall pay Custodian in accordance with the fee arrangements set forth on Schedule I to this Loan Servicing Agreement (the “Service Fees”). Except for such sums as are payable upon the execution hereof, if any, Custodian shall send an invoice for the Service Fees to the applicable Fund within thirty (30) days after the end of each calendar quarter during the term hereof and such invoice shall be payable upon receipt.
3. Delegation. Custodian is hereby authorized to assign its rights and delegate its duties hereunder to a BNY Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder, without any further notice to the Funds. The Funds agree to be bound by all actions taken by such BNY Affiliate pursuant to the preceding sentence to the same extent as if they were taken by Custodian, it being understood and agreed that no such assignment or delegation shall discharge Custodian from its obligations hereunder. Accordingly, Custodian is fully responsible to the Funds for the acts or omissions of such BNY Affiliate under the Agreement to the same extent that Custodian would be liable for such acts or omissions had Custodian not delegated such services to such BNY Affiliate. If so advised by Custodian, the Funds shall provide Instructions or other information directly to such BNY Affiliate rather than to Custodian.
4. Notice of Default. Custodian shall not be deemed to have knowledge or notice of the occurrence of any default or event of default under the Loans unless Custodian has received notice from a Fund referring to this Loan Servicing Agreement, describing such default or event of default and stating that such notice is a “notice of default.” Such notice will be delivered in a manner permitted under the Custody Agreement. Custodian shall take such action with respect to such default or event of default as shall be reasonably directed by such Fund; provided that unless and until Custodian shall have received such directions, Custodian may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such default or event of default as it shall deem advisable in the best interests of such Fund.
5. Non-Reliance by the Funds. The Funds expressly acknowledge that neither Custodian nor any of its officers, directors, employees, agents, attorneys, attorneys-in-fact or affiliates have made any representations or warranties pursuant to this Loan Servicing Agreement and that no act by Custodian hereafter taken, including, without limitation, any review of the affairs of any borrower or any affiliate of any borrower, shall be deemed to constitute any representation or warranty by Custodian with respect to the Loans. The Funds represent to Custodian that they have, independently and without reliance upon Custodian, and based on such documents and information as they shall deem appropriate at the time, made their own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of any borrower and its affiliates and made their own decisions to make and/or purchase the Loans. The Funds also represent that they will, independently and without reliance upon Custodian, and based on such documents and information as they shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action with respect to the Loans, and to make such investigation as they deem necessary to inform them as to the business, operations, property, financial and other condition and creditworthiness of any borrower. Except for notices, reports and other documents expressly required to be furnished to the Funds by the Custodian, Custodian shall not have any duty or responsibility to provide the Funds with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any borrower that may come into the possession of the Custodian or any of its officers, directors, employees, agents, attorneys, attorneys-in-fact or affiliates.
6. Advances. Custodian shall not be obligated to make any advances or make any payments to any party out of its own funds and no provision of this Loan Servicing Agreement or any other document executed in connection herewith shall require Custodian to expend or risk its own funds in the performance of any of its duties hereunder.
7. Event of Default by Custodian. The following shall constitute a “Custodian Event of Default” hereunder:
The commencement of a case or other proceeding seeking liquidation, reorganization or other similar relief with respect to Custodian or its debts under any bankruptcy, insolvency or similar law or seeking the appointment of a receiver, trustee, liquidator, conservator, administrator, custodian or other similar official for Custodian or Custodian’s property and such decree or order shall have remained in force undischarged or unstayed for a period of thirty (30) days.
8. Event of Default by a Fund. The following shall constitute a “Fund Event of Default” hereunder:
The commencement of a case or other proceeding seeking liquidation, reorganization or other similar relief with respect to a Fund or its debts under any bankruptcy, insolvency or similar law or seeking the appointment of a receiver, trustee, liquidator, conservator, administrator, custodian or other similar official for such Fund or such Fund’s property and such decree or order shall have remained in force undischarged or unstayed for a period of thirty (30) days.
9. Remedies.
(a) If a Custodian Event of Default shall occur, the Funds may terminate this Loan Servicing Agreement immediately upon the delivery of written notice to Custodian, and shall, subject to the limitations contained in the Custody Agreement, be entitled to any and all other rights and remedies under law or in equity.
(b) If a Fund Event of Default shall occur, Custodian may terminate this Loan Servicing Agreement and resign immediately upon the delivery of written notice to the Funds, and shall, subject to the limitations contained in the Custody Agreement, be entitled to any and all other rights and remedies under law or in equity.
10. Termination for No Cause. Either Custodian or the Funds may terminate: (a) this Loan Servicing Agreement in its entirety or (b) the Services as to any particular portfolio of loans or as to a loan or loans without terminating this Loan Servicing Agreement in its entirety, for any or no reason upon the providing of ninety (90) days’ advance written notice to the other parties.
11. NOTICE REQUIRED BY THE USA PATRIOT ACT. Each Fund hereby acknowledges that Custodian is subject to federal laws, including the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which Custodian must obtain, verify and record information that allows Custodian to identify its customers. Accordingly Custodian will ask the Funds to provide certain information including, but not limited to, the name of each Fund, physical address, tax identification number and other information that will help Custodian to identify and verify each Fund’s identity such as organizational documents, ownership, certificate of good standing, license to do business, or other pertinent identifying information.
12. Custody Agreement. The parties understand and agree that this Loan Servicing Agreement shall be subject to the term and conditions of the Custody Agreement. In the event of any inconsistency between the terms and conditions of the Custody Agreement and the Loan Servicing Agreement, the terms and conditions of the Loan Servicing Agreement shall govern.
[The Remainder of this page is intentionally left blank]
IN WITNESS WHEREOF, the parties have caused this Loan Servicing Agreement to be executed by their respective officers, thereunto duly authorized, as of March 25, 2011.
THE BANK OF NEW YORK MELLON |
Each of the registered investment companies or series thereof listed on Schedule II to the Custody Agreement |
By: /s/ Mary Jean Milner | By: /s/ Richard A. Novak |
Name: Mary Jean Milner | Name: Richard A. Novak |
Title: Vice President | Title: Treasurer |
EXHIBIT A
Schedule of Services
1. | With respect to the Loans to be serviced hereunder, the parties agree that Custodian shall perform the following services for each Fund whose Portfolio(s) are identified in Exhibit A-1 (the “Services”): |
(a) | Set-Up / File Maintenance. |
(i) | Custodian shall accept from the Fund or its designee, the relevant information pertaining to the Loans, and thereafter maintain paper or electronic copies of same in Custodian’s system, including as available or appropriate, copies of all new assignment and acceptance agreements, participation agreements, funding memoranda, current loan or credit agreements. Copies of such information shall be retained by Custodian for the period(s) required by the Investment Company Act of 1940, as amended, and the rules thereunder. |
(ii) | Enter into the Custodian’s loan tracking system, and maintain a loan database containing information provided to the Custodian from time to time by the Fund or agent banks for the Loans with respect to (i) the obligor name for each Loan, (ii) the principal and interest payments made or to be made on the Loans, (iii) the applicable interest rate, interest rate resets and interest accrual periods of each Loan, (iv) the principal balance of each Loan and (v) the funded and commitment balances of, and commitment fees for, each Loan (“Loan Information”). |
(iii) | Notwithstanding the foregoing, Custodian as servicer for the Loans, shall not be obligated to accept nor be responsible for holding or safekeeping originals of any securities, promissory notes, certificates of equity or debt ownership or obligations, deeds, mortgages, bonds, security agreements, any other type of negotiable instrument, or any other document related to the Loans. |
(iv) | Additionally, the parties agree that, whereas it is necessary hereunder for Custodian to expeditiously obtain and process information, including notices, derived from third-parties, including agents for the Loans, (particularly in connection with providing any reports to the Fund), Custodian shall be entitled to rely upon such third-party information and shall not be required to verify or authenticate in any manner such information. Custodian will be deemed to have acted reasonably in accepting, using and transmitting such information, as contemplated herein. |
(b) Assignments / Pay-Offs / Terminations.
(i) | Custodian shall further maintain records of information it receives regarding the transfer, pay-off, assignment, participation, sale, modification, termination or other changes in the Loans, and reflect such changes in its system, and in the Reports. |
(c) Inquiries/ Record Keeping.
(i) | Custodian shall maintain electronic records of material notices it receives from the administrative agents of the Loans regarding the Loans and transactions with respect to the Loans for a period of seven years from receipt. |
(ii) | Custodian will provide initial response to e-mail or telephone inquiries by the Fund about the Loan within 2 Business Days. |
EXHIBIT A-1
List of Portfolios
Federated Emerging Market Debt Fund
Schedule I
Fee Schedule
Custodian agrees to waive its Service Fees for Services provided to the Federated Emerging Market Debt Fund for the servicing of the following Loan:
Cooperativa dos Agricultores da Regiao de Orlandia (CAROL BL) – Term Loan, 4.050%, 9/28/2011
Asset ID: 1439999D4
Par: 600,000
Schedule II
For each Loan purchased by the Portfolio acquired after the execution of this Loan Servicing Agreement:
1. | Assignment and Acceptance Agreement or Participation Agreement |
2. | Funding Memorandum |
3. | Credit Agreement, if necessary |
4. | Amendments to the Credit Agreement, if any |
5. | Current Amortization Schedule for each Loan, if any |
ELEVENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, March 1, 2011, March 25, 2011 and August 1, 2012, between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to amend the names of certain Funds to Schedule II, effective August 1, 2012; and
WHEREAS, the Funds and the Custodian desire to amend the Agreement subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of August 1, 2012.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Mary Jean Milner
Title: Vice President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 8/1/12
A. Non-Money Market Funds
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Prudent Absolute Return Fund (formerly, Federated Market Opportunity Fund)
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
FUNDS
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Prudent Absolute Return Fund (formerly, Federated Market Opportunity Fund)
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
TWELFTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, March 1, 2011, March 25, 2011, August 1, 2012 and December 31, 2012, between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to amend the names of certain Funds to Schedule II, effective December 31, 2012; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 31, 2012.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By:
Title:
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 12/31/12
A. Non-Money Market Funds
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Absolute Return Fund (formerly, Federated Prudent Absolute Return Fund)
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 12/31/12
FUNDS
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Absolute Return Fund (formerly, Federated Prudent Absolute Return Fund)
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
Execution Copy
THIRTEENTH AMENDMENT
TO CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”):
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010 September 1, 2010, March 1, 2011 and through two separate amendments each on March 25, 2011, between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto (each a “Fund”) and The Bank of New York Mellon (the “Custodian”).
WHEREAS, each Fund is registered as a management investment company, or a series thereof, under the Investment Company Act of 1940, as amended; and
WHEREAS, the Funds and the Custodian desire to amend the Agreement subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Article V of the Agreement is hereby supplemented to include Section 3. As follows:
3. Notwithstanding the foregoing, Custodian will not charge the Fund any overdraft fees, penalties, or related custody charges in connection with any transaction or series of related transactions for which Custodian did not provide Fund with notice, as soon as reasonably practicable under the circumstances, of any refusal to accept or provide a price for an Actionable Trade Request as such term is defined in the FX Standing Instructions Session Range Program Description dated December 18, 2012.
2. The Agreement shall remain in full force and effect as amended by this Amendment.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of September 24, 2013.
Each of the registered investment companies or series thereof listed on Schedule II to the Custody Agreement, as amended from time to time
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice President
Managing Director
FOURTEENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, March 1, 2011, two separate amendments dated March 25, 2011, August 1, 2012, December 31, 2012, September 24, 2013 and April 28, 2014, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to amend the names of certain Funds to Schedule II, effective April 28, 2014; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of April 28, 2014.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Title: Vice President/Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 4/28/14
A. Non-Money Market Funds
Federated Enhanced Treasury Income Fund
Federated Emerging Markets Equity Fund (formerly, Federated Global Equity Fund)
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Absolute Return Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 4/28/14
FUNDS
Federated Enhanced Treasury Income Fund
Federated Emerging Markets Equity Fund (formerly, Federated Global Equity Fund)
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Absolute Return Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
FIFTEENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, March 1, 2011, two separate amendments dated March 25, 2011, August 1, 2012, December 31, 2012, September 24, 2013, April 28, 2014, and December 1, 2014 and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2014.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: Lori A. Hensler
Name: Lori Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Title: Vice President/Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 12/1/14
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Enhanced Treasury Income Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 12/1/14
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Enhanced Treasury Income Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
Sixteenth Amendment to the Custody Agreement
This Sixteenth Amendment to the Custody Agreement, is made on May 14, 2015 with certain varying effective dates with respect to certain entities as set forth herein (this “Amendment”), by and between the registered investment companies listed on Schedule II to the Agreement (as defined below), as may be amended from time to time (each stand-alone registered investment company and each Series a “Fund” and collectively the “Funds”), and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the parties have entered into that certain Custody Agreement, dated June 7, 2005 (as amended fourteen times previously, supplemented and/or restated, the “Agreement”), by and between the Funds and the Custodian;
WHEREAS, the parties previously amended the Agreement to add or modify (1) the section entitled “Earnings Credit Arrangement” in the Fee Schedule for Non-Money Market Funds attached to the Agreement as Exhibit D thereto (“Exhibit D”) and (2) the section entitled “Compensating Balance Arrangement” in the Fee Schedule for Money Market Funds attached to the Agreement as Exhibit E thereto (“Exhibit E”);
WHEREAS, each of the Funds and the Custodian wish to confirm that the “Earnings Credit Arrangement” section in Exhibit D as set forth in Schedule 1 to this Amendment continues to apply to all Non-Money Market Funds to which it currently applies, except as specified below;
WHEREAS, each of the Funds and the Custodian also wish to modify the “Earnings Credit Arrangement” section in Exhibit D as set forth in Schedule 2 to this Amendment with respect to the Non-Money Market Funds identified below and in Schedule 2 to this Amendment; and
WHEREAS, each of the Funds and the Custodian also wish to modify the “Compensating Balance Arrangement” section in Exhibit E as set forth in Schedule 3, Schedule 4 and Schedule 5 to this Amendment with respect to the Money Market Funds identified below and in Schedule 3, Schedule 4 and Schedule 5 to this Amendment.
NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Amendment to Exhibit D. The parties hereby confirm and agree that the “Earnings Credit Arrangement” section in Exhibit D set forth in Schedule 1 to this Amendment continues to apply to all Non-Money Market Funds to which it currently applies, except that, effective from and after April 1, 2014, with respect to Federated Short-Intermediate Duration Municipal Trust and Federated Municipal Ultrashort Fund, such section in Exhibit D will be deleted in its entirety and replaced with the “Compensating Balance Arrangement” section set forth in Schedule 2 to this Amendment.
2. Amendment to Exhibit E. The parties hereby confirm and agree that the “Compensating Balance Arrangement” section in Exhibit E shall be amended as follows:
(a) Effective from and after April 1, 2014, with respect to Federated Capital Reserves Fund and Federated Government Reserves Fund, such section in Exhibit E will be deleted in its entirety and replaced with the “Hard Dollar Compensation Arrangement” section set forth in Schedule 3 to this Amendment;
(b) Effective from and after April 1, 2014, with respect to Federated Municipal Trust, such section in Exhibit E will be deleted in its entirety and replaced with the “Compensating Balance Arrangement” section set forth in Schedule 4 to this Amendment;
(c) Effective from and after June 1, 2014, with respect to US Treasury Cash Reserves, Automated Government Cash Reserves, and Government Obligations Tax Managed Fund, such section in Exhibit E will be deleted in its entirety and replaced with the “Compensating Balance Arrangement” section set forth in Schedule 5 to this Amendment.
3. Miscellaneous. This Amendment constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto. The Agreement, as amended hereby, shall remain in full force and effect. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but such counterparts shall, together, constitute only one instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party. This Amendment shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
THE BANK OF NEW YORK MELLON | EACH OF THE REGISTERED INVESTMENT COMPANIES OR SERIES THEREOF LISTED ON SCHEDULE II TO THE AGREEMENT |
By: /s/ Armando Fernandez | By: /s/ Lori A. Hensler |
Name: Armando Fernandez |
Name: Lori A. Hensler |
Title: Vice President/Managing Director |
Title: Treasurer for the Funds |
SCHEDULE 1
[ ]
SCHEDULE 2
“COMPENSATING BALANCE ARRANGEMENT” SECTION IN EXHIBIT D
AS APPLICABLE TO FEDERATED SHORT-INTERMEDIATE DURATION MUNICIPAL TRUST AND FEDERATED MUNICIPAL ULTRASHORT FUND
Compensating Balance Arrangement
Each Fund and The Bank of New York Mellon (the “Bank”) have entered into an average compensating balance arrangement, which would allow a Fund to compensate the Bank for any overdrafts by maintaining a positive cash balance and conversely, on any day a Fund maintains a positive balance, the respective Fund will be permitted to overdraw the account as compensation, within the Maximum Daily Balance limits as established for each Fund as listed below.
In each instance, Federal Reserve requirements for minimum balances (currently 10%), will be assessed. Therefore, all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of up to 90% of the total (unless the positive balance is the result of an error on the part of the Bank, in which case the positive balance would be assessed at 100%). The Funds shall maintain the average compensating balance over quarterly periods (ending March, June, September, and December). Average balances will be computed at the end of the quarter. Net negative balances will be charged at the Fed Funds rate plus 1% on the last day of the period. Quarterly net charges will be applied to the safekeeping fees. Credit is not given for net positive balances.
Maximum Daily Balance (“MDB”) limits have been determined for each Fund. On days where a Fund exceeds its MDB, interest will be charged on 100% of the excess overdraft balance at the Fed Funds rate plus 1%, based on the day(s) the MDB was exceeded.
Maximum Daily Balance +/- $25 million
Federated Short-Intermediate Duration Municipal Trust
Federated Municipal Ultrashort Fund
SCHEDULE 3
“HARD DOLLAR COMPENSATION ARRANGEMENT” SECTION IN EXHIBIT E
AS APPLICABLE TO Federated
Capital Reserves Fund and
Federated Government Reserves Fund
Hard Dollar Compensation Arrangement
Each Fund and The Bank of New York Mellon (the “Bank”) have entered into a hard dollar compensation arrangement with respect to overdrafts as follows: (1) 100% of overdrawn balances with respect to a particular Fund will be charged at a rate of 50 basis points over the Fed Funds rate; (2) Monthly, such charge with respect to a particular Fund will be applied to such Fund’s safekeeping fees; and (3) Positive balances with respect to a Fund earn zero compensation.
SCHEDULE 4
“COMPENSATING BALANCE ARRANGEMENT” SECTION IN EXHIBIT E
AS APPLICABLE TO FEDERATED MUNICIPAL TRUST
Compensating Balance Arrangement
The Fund and The Bank of New York Mellon (the “Bank”) have entered into an average compensating balance arrangement, which would allow the Fund to compensate the Bank for any overdrafts by maintaining a positive cash balance and conversely, on any day the Fund maintains a positive balance, the Fund will be permitted to overdraw the account as compensation, within the Maximum Daily Balance limits as established for the Fund as listed below.
In each instance, Federal Reserve requirements for minimum balances (currently 10%), will be assessed. Therefore, all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of up to 90% of the total (unless the positive balance is the result of an error on the part of the Bank, in which case the positive balance would be assessed at 100%). The Fund shall maintain the average compensating balance over quarterly periods (ending March, June, September, and December). Average balances will be computed at the end of the quarter. Net negative balances will be charged at the Fed Funds rate plus 1% on the last day of the period. Quarterly net charges will be applied to the safekeeping fees. Credit is not given for net positive balances.
Maximum Daily Balance (“MDB”) limits have been determined for the Fund. On days where the Fund exceeds its MDB, interest will be charged on 100% of the excess overdraft balance at the Fed Funds rate plus 1%, based on the day(s) the MDB was exceeded.
Maximum Daily Balance +/- $25 million
Federated Municipal Trust
SCHEDULE 5
“COMPENSATING BALANCE ARRANGEMENT” SECTION IN EXHIBIT E
AS APPLICABLE TO US TREASURY CASH RESERVES, AUTOMATED GOVERNMENT CASH RESERVES, AND GOVERNMENT OBLIGATIONS TAX MANAGED FUND
Compensating Balance Arrangement
Each Fund and The Bank of New York Mellon (the “Bank”) have entered into an average compensating balance arrangement, which would allow a Fund to compensate the Bank for any overdrafts by maintaining a positive cash balance and conversely, on any day a Fund maintains a positive balance, the respective Fund will be permitted to overdraw the account as compensation, within the Maximum Daily Balance limits as established for each Fund as listed below.
In each instance, Federal Reserve requirements for minimum balances (currently 10%), will be assessed. Therefore, all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of up to 90% of the total (unless the positive balance is the result of an error on the part on the Bank, in which case the positive balance would be assessed at 100%). The Funds shall maintain the average compensating balance over quarterly periods (ending February, May, August, and November). Average balances will be computed at the end of the quarter. Net negative balances will be charged at the Fed Funds rate plus 1% on the last day of the period. Quarterly net charges will be applied to the safekeeping fees. Credit is not given for net positive balances.
Maximum Daily Balance (“MDB”) limits have been determined for each Fund. On days where a Fund exceeds its MDB, interest will be charged on 100% of the excess overdraft balance at the Fed Funds rate plus 1%, based on the day(s) the MDB was exceeded.
Maximum Daily Balance +/- $150 million
Federated U.S. Treasury Cash Reserves
Maximum Daily Balance +/- $100 million
Federated Government Obligations Tax Managed Fund
Maximum Daily Balance +/- $25 million
Federated Automated Government Cash Reserves
SEVENTEENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of June 26, 2015.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Title: Vice President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 6/26/15
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Enhanced Treasury Income Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 6/26/15
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Enhanced Treasury Income Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Eighteenth Amendment to the Custody Agreement
This Eighteenth Amendment to the Custody Agreement, is effective as of May 1, 2016 (this “Amendment”), by and between the registered investment companies listed on Schedule II to the Agreement (as defined below), as may be amended from time to time (each stand-alone registered investment company and each Series a “Fund” and collectively the “Funds”), and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the parties have entered into that certain Custody Agreement, dated June 7, 2005 (as amended seventeen times previously, supplemented and/or restated, the “Agreement”), by and between the Funds and the Custodian;
WHEREAS, the parties have previously amended the Agreement with respect to various overdraft and compensating balance arrangements set forth in the Fee Schedule for Non-Money Market Funds attached to the Agreement as Exhibit D thereto (“Exhibit D”) and the Fee Schedule for Money Market Funds attached to the Agreement as Exhibit E thereto (“Exhibit E”), including to add or modify various “Earnings Credit Arrangements,” “Compensating Balance Arrangements” and “Hard Dollar Compensation Arrangements”; and
WHEREAS, each of the Funds and the Custodian wish to amend the overdraft and compensating balance arrangements between each of the Funds and the Custodian, including as set forth in the “Earnings Credit Arrangements,” “Compensating Balance Arrangements” and “Hard Dollar Compensation Arrangements” set forth in Exhibit D and Exhibit E, as set forth below.
NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
4. Amendment. The parties hereby confirm and agree that the overdraft and compensating balance arrangements between each of the Funds and the Custodian, including as set forth in the “Earnings Credit Arrangements,” “Compensating Balance Arrangements” and “Hard Dollar Compensation Arrangements” set forth in Exhibit D and Exhibit E, are hereby amended and restated to provide as follows:
Each Fund and the Custodian have entered into the following arrangement, which is applicable separately with respect to each separate Fund:
(1) | On a daily basis, 100% of overdrawn balances with respect to the Fund will be charged at a rate of 175 basis points over the daily effective Fed Funds rate, such charges to be applied to the Fund’s safekeeping fees on a monthly basis. |
(2) | On a daily basis, 90% of positive end of day balances with respect to the Fund will earn a credit at a rate of the greater of 0 or the daily effective Fed Funds rate less 50 basis points, such credits to be applied to the Fund’s safekeeping fees on a monthly basis. |
(3) | On a monthly basis, the net resultant charge or credit will be applied to the Fund’s safekeeping fees. Net credits that exceed the monthly safekeeping fees may be carried over into the next billing period at the discretion of the Custodian. |
(4) | The Funds will not be responsible for overdrafts resulting from errors or corrections by the Custodian in the reporting of available cash balances for which the Custodian is responsible under the Agreement. |
5. Miscellaneous. This Amendment constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto. The Agreement, as amended hereby, shall remain in full force and effect. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but such counterparts shall, together, constitute only one instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party. This Amendment shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
THE BANK OF NEW YORK MELLON EACH OF THE REGISTERED INVESTMENT COMPANIES OR SERIES THEREOF LISTED ON SCHEDULE II TO THE AGREEMENT
By: _/s/ Armando Fernandez_____________ By: __/s/ Lori A. Hensler______
Title: Vice President, Managing Director Title: Treasurer for the Funds
NINETEENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to amend the names to certain Funds and add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2016.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori Hensler
Name: Lori Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 12/1/16
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund (formerly Federated International Bond Fund)
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large-Cap Value Fund (formerly Federated MDT Stock Trust)
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 12/1/16
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund (formerly Federated International Bond Fund)
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large-Cap Value Fund (formerly Federated MDT Stock Trust)
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
TWENTIETH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to amend the names of certain Funds, to add certain Funds to, and to remove certain Funds from Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of August 1, 2017.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 8/1/17
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large-Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
*a portfolio of Federated MDT Equity Trust to be effective August 31, 2017
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 8/1/17
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large-Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
*a portfolio of Federated MDT Equity Trust to be effective August 31, 2017.
TWENTY-FIRST AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to remove certain Funds from Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of October 1, 2017.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 10/1/17
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large-Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
*a portfolio of Federated MDT Equity Trust became effective August 31, 2017
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 10/1/17
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large-Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*a portfolio of Federated MDT Equity Trust became effective August 31, 2017.
TWENTY-SECOND AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to remove certain Funds from Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2017.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 12/1/17
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
*a portfolio of Federated MDT Equity Trust became effective August 31, 2017
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 12/1/17
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*a portfolio of Federated MDT Equity Trust became effective August 31, 2017.
TWENTY-THIRD AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010 September 1, 2010, March 1, 2011, two separate amendments dated March 25, 2011, August 1, 2012, December 31, 2012, September 24, 2013, April 28, 2014, December 1, 2014, May 14, 2015, June 26, 2015, May 1, 2016, December 1, 2016, August 1, 2017, October 1, 2017 and December 1, 2017 between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto (each a "Fund") and The Bank of New York Mellon (the "Custodian").
WHEREAS, each Fund is registered as a management investment company, or a series thereof, under the Investment Company Act of 1940, as amended; and
WHEREAS, the Funds and the Custodian desire to amend the Agreement subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Section 3 of Article V of the Agreement is hereby deleted in its entirety and replaced with the following language:
3. Notwithstanding the foregoing, Custodian will not charge the Fund any overdraft fees, penalties, or related custody charges in connection with any transaction or series of related transactions for which Custodian did not provide Fund with notice, as soon as reasonably practicable under the circumstances, of any refusal to accept or provide a price for an Actionable Trade Request as such term is defined in the FX Standing Instructions Session Range Program Description, dated March 25, 2016 or the FX Benchmark Pricing Program Description, dated March 25, 2016, as applicable.
2. The Agreement shall remain in full force and effect as amended by this Amendment.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 16, 2018.
Each of the registered investment companies or series thereof listed on Schedule II to the Custody Agreement, as amended from time to time.
By: /s/ Lori A. Hensler
Name: Lori Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: _/s/ Armando Fernandez
Name: Armando Fernandez
Title: Managing Director
AMENDMENT TO TERMS OF
FOREIGN EXCHANGE BENCHMARK PRICING PROGRAM
AND
FOREIGN EXCHANGE STANDING INSTRUCTION SESSION RANGE PROGRAM
FX PROGRAM SELECTION FORM
Federated Investment Management Company (“Federated”) has received the FX Standing Instructions Session Range Program Description, dated March 25, 2016 (as amended from time to time, the “Session Range Program Description”), and the FX Standing Instructions Benchmark Pricing Program Description, dated March 25, 2016 (as amended from time to time, the “Benchmark Program Description” and collectively with the Session Range Program Description, the “Documents”).
Capitalized Terms not otherwise defined herein shall bear the meanings given to them in the Session Range Program Description or Benchmark Program Description, as applicable.
The parties agree that the terms of the Documents are amended as described herein:
We are requiring you to apply Netting across different Customers. We have specified the exact legal names associated with each account in Exhibit B and provided that we have elected to apply Netting across different Customers, the following Indemnity shall apply:
Indemnity
The accounts listed in Exhibit B do not belong to the same Customer, they belong to various Customers. In consideration of making Netting available across the accounts of various Customers and enabling the FX trading activity of one Customer to benefit another Customer, we agree to indemnify and hold BNY Mellon and any affiliate of BNY Mellon harmless from and against any claim, loss, liability, damage, cost or expense of any nature whatsoever (including reasonable attorneys’ fees and expenses as they become due), arising out of or related to any claim of breach of any Law in connection with the Netting across the accounts of various Customers. "Law" means any law, rule or regulation, including without limitation the Investment Company Act of 1940, Employee Retirement Income Securities Act of 1974, each as amended, or any successor federal statute.
BNY Mellon: Ed McGann
BNY Mellon Asset Servicing
101 Barclay St., 3rd Floor
New York, NY 10286
Tel 212-815-5493
Edward.mcgann@bnymellon.com
Federated: Lori Hensler
Federated Investment Management Company
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Tel 412-288-1277
lhensler@federatedinv.com
Tim Trebilcock
Federated Investment Management Company
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Tel 412-288-2954
ttrebilcock@federatedinv.com
11. | This agreement will be governed by and construed in accordance with the law of the State of New York (without reference to choice of law doctrine). Each party hereby waives the right to trial by jury in any action or proceeding instituted with respect to this agreement. |
[Remainder of this page is intentionally left blank.]
Accepted and Agreed: | ||
Federated Investment Management Company | The Bank of New York Mellon | |
By: /s/ John B. Fisher
|
By: /s/ Edward G. McGann | |
Name: John B. Fisher | Name: Edward G. McGann | |
Title: President | Title: Managing Director | |
Date: April 26, 2018 | Date: April 24, 2018 |
EXHIBIT A
FX Program Selection Form
Version Date: 17th July, 2014
1.
2.
* Max size is 35 alphanumeric characters
3.
* Please note that the Questionnaire contains dropdown menus
4.
We hereby confirm, that the information provided in this Questionnaire is correct, and that any future amendments must be notified to BNY Mellon in writing.
FX Program Selection Form - For Asset Owner to complete
***** Please fully complete the Questionnaire, then sign and return (including the original excel file) to FXPricingProgramElections@bnymellon.com*****
FX Program Election
FX Program Selection Form - Account List - For Asset Owner to complete
We understand that BNY Mellon offers Price Netting (as defined in the relevant program description) to foreign exchange transactions ("FX Transactions") at the legal entity level (across accounts of the same legal entity) provided that we direct BNY Mellon as to which accounts belong to the respective legal entity (which can be provided below). Without such direction, Price Netting will default to the account level.
Please select the netting option to be applied to the FX Program group (Choose drop-down option) |
Across Accounts of the Same Legal Entity |
If we apply "Netting Across Accounts of Different (but related) Legal Entities", then the following indemnity shall apply:
Indemnity
The accounts listed in the account list do not belong to the same Customer, they belong to various Customers. In consideration of making Netting available across the accounts of various Customers and enabling the FX trading activity of one Customer to benefit another Customer, we agree to indemnify and hold BNY Mellon and any affiliate harmless from and against any claim, loss, liability, damage, cost or expense of any nature whatsoever (including reasonable attorneys’ fees and expenses as they become due), arising out of or related to any claim of breach of any Law in connection with the Netting across the accounts of various Customers. "Law" means any law, rule or regulation.
Account List
EXHIBIT B
List of Customers
Account Name | Account Number | Legal Entity Name | |
157877 | FARF | FEDERATED ABSOLUTE RETURN FUND | |
557219 | FEMDF | FEDERATED EMERGING MARKET DEBT FUND | |
385540 | FGSVF | FEDERATED GLOBAL STRATEGIC VALUE DIVIDEND FUND | |
557217 | FGTRB | FEDERATED GLOBAL TOTAL RETURN BOND FUND | |
557218 | FIBSP | FEDERATED INTERNATIONAL BOND STRATEGY PORTFOLIO | |
557242 | FIDSP | FEDERATED INTERNATIONAL DIVIDEND STRATEGY PORTFOLIO | |
557220 | FILF | FEDERATED INTERNATIONAL LEADERS FUND | |
|
|||
By:/s/ John B. Fisher | |||
Name: John B. Fisher | |||
Title: President | |||
Date: April 26, 2018 | |||
TWENTY-FOURTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to remove certain Funds from Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of April 1, 2018.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised April 1, 2018
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised April 1, 2018
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
TWENTY-FIFTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds and remove certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of September 1, 2018.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised September 1, 2018
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes SDG Engagement Equity Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised September 1, 2018
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes SDG Engagement Equity Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
TWENTY-SIXTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2018.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By /s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised December 1, 2018
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised December 1, 2018
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
TWENTY-SEVENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 1, 2019.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By /s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ James Farrell
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised March 1, 2019
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised March 1, 2019
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
TWENTY-EIGHTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of April 1, 2019.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By:/s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ James Farrell
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised April 1, 2019
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
*The effective date of the Amendment is April 1, 2019, except that with respect to such Funds, it is acknowledged that BNYM may be required to establish procedures in its trade settlement system with respect to trades executed between March 28 and March 29, 2019 that may settle between April 1 and April 2, 2019. Only with respect to these Funds and these very limited services, will the parties agree to abide by the terms of the Agreement prior to April 1, 2019.
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised April 1, 2019
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
TWENTY-NINTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of June 1, 2019.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: James Farrell
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised June 1, 2019
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised June 1, 2019
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
THIRTIETH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to remove certain Funds and add certain other funds to the Schedules;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of September 1, 2019.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ James Farrell
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised September 1, 2019
A. Non-Money Market Funds
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised September 1, 2019
FUNDS
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
THIRTY-FIRSTAMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds and add certain other funds to the Schedules;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 1, 2020.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Deborah Molini Kraus
Name: Deborah Molini Kraus
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ James Farrell
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised March 1, 2020
A. Non-Money Market Funds
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised March 1, 2020
FUNDS
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
THIRTY-SECOND AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add Hermes to certain fund names change and change the names on other funds to the Schedules;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of June 29, 2020.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ James Farrell
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised June 29, 2020
A. Non-Money Market Funds
Federated Hermes Emerging Market Debt Fund
Federated Hermes Emerging Markets Equity Fund
Federated Hermes Intermediate Municipal Fund
Federated Hermes Global Strategic Value Dividend Fund
Federated Hermes Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Developed Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated Hermes International Bond Strategy Portfolio
Federated Hermes International Dividend Strategy Portfolio
Federated Hermes International Equity Fund
Federated Hermes International Growth Fund
Federated Hermes International Leaders Fund
Federated Hermes International Small-Mid Company Fund
Federated Hermes International Strategic Value Dividend Fund
Federated Hermes Max-Cap Index Fund
Federated Hermes MDT Large Cap Value Fund
Federated Hermes Mid-Cap Index Fund
Federated Hermes Michigan Intermediate Municipal Fund
Federated Hermes Muni and Stock Advantage Fund
Federated Hermes Municipal High Yield Advantage Fund
Federated Hermes Municipal Ultrashort Fund
Federated Hermes Municipal Bond Fund, Inc.
Federated Hermes Ohio Municipal Income Fund
Federated Hermes Pennsylvania Municipal Income Fund
Federated Hermes Premier Municipal Income Fund
Federated Hermes Short-Intermediate Duration Municipal Fund
Federated Hermes Strategic Value Dividend Fund
B. Money Market Funds
Federated Hermes Capital Reserves Fund
Federated Hermes Government Obligations Tax-Managed Fund
Federated Hermes Government Reserves Fund
Federated Hermes U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised June 29, 2020
FUNDS
Federated Hermes Emerging Market Debt Fund
Federated Hermes Emerging Markets Equity Fund
Federated Hermes Intermediate Municipal Fund
Federated Hermes Global Strategic Value Dividend Fund
Federated Hermes Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Developed Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated Hermes International Bond Strategy Portfolio
Federated Hermes International Dividend Strategy Portfolio
Federated Hermes International Equity Fund
Federated Hermes International Growth Fund
Federated Hermes International Leaders Fund
Federated Hermes International Small-Mid Company Fund
Federated Hermes International Strategic Value Dividend Fund
Federated Hermes Max-Cap Index Fund
Federated Hermes MDT Large Cap Value Fund
Federated Hermes Mid-Cap Index Fund
Federated Hermes Michigan Intermediate Municipal Fund
Federated Hermes Muni and Stock Advantage Fund
Federated Hermes Municipal High Yield Advantage Fund
Federated Hermes Municipal Ultrashort Fund
Federated Hermes Municipal Bond Fund, Inc.
Federated Hermes Ohio Municipal Income Fund
Federated Hermes Pennsylvania Municipal Income Fund
Federated Hermes Premier Municipal Income Fund
Federated Hermes Short-Intermediate Duration Municipal Fund
Federated Hermes Strategic Value Dividend Fund
THIRTY-THIRD AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to remove funds from the Schedules;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2020.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Ronald J. Ecoff
Name: Ronald J. Ecoff
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Kelly Carroll
Name: Kelly Carroll
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised December 1, 2020
A. Non-Money Market Funds
Federated Hermes Emerging Market Debt Fund
Federated Hermes Emerging Markets Equity Fund
Federated Hermes Intermediate Municipal Fund
Federated Hermes Global Strategic Value Dividend Fund *
Federated Hermes Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Developed Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated Hermes International Bond Strategy Portfolio
Federated Hermes International Dividend Strategy Portfolio
Federated Hermes International Equity Fund
Federated Hermes International Growth Fund
Federated Hermes International Leaders Fund
Federated Hermes International Small-Mid Company Fund
Federated Hermes International Strategic Value Dividend Fund
Federated Hermes Max-Cap Index Fund
Federated Hermes MDT Large Cap Value Fund
Federated Hermes Mid-Cap Index Fund
Federated Hermes Michigan Intermediate Municipal Fund
Federated Hermes Muni and Stock Advantage Fund
Federated Hermes Municipal High Yield Advantage Fund
Federated Hermes Municipal Ultrashort Fund
Federated Hermes Municipal Bond Fund, Inc.
Federated Hermes Ohio Municipal Income Fund
Federated Hermes Pennsylvania Municipal Income Fund
Federated Hermes Premier Municipal Income Fund
Federated Hermes Short-Intermediate Duration Municipal Fund
Federated Hermes Strategic Value Dividend Fund
B. Money Market Funds
Federated Hermes Capital Reserves Fund
Federated Hermes Government Obligations Tax-Managed Fund
Federated Hermes Government Reserves Fund
Federated Hermes U.S. Treasury Cash Reserves
* Will liquidate on or about January 22, 2021.
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised December 1, 2020
FUNDS
Federated Hermes Emerging Market Debt Fund
Federated Hermes Emerging Markets Equity Fund
Federated Hermes Intermediate Municipal Fund
Federated Hermes Global Strategic Value Dividend Fund*
Federated Hermes Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Developed Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated Hermes International Bond Strategy Portfolio
Federated Hermes International Dividend Strategy Portfolio
Federated Hermes International Equity Fund
Federated Hermes International Growth Fund
Federated Hermes International Leaders Fund
Federated Hermes International Small-Mid Company Fund
Federated Hermes International Strategic Value Dividend Fund
Federated Hermes Max-Cap Index Fund
Federated Hermes MDT Large Cap Value Fund
Federated Hermes Mid-Cap Index Fund
Federated Hermes Michigan Intermediate Municipal Fund
Federated Hermes Muni and Stock Advantage Fund
Federated Hermes Municipal High Yield Advantage Fund
Federated Hermes Municipal Ultrashort Fund
Federated Hermes Municipal Bond Fund, Inc.
Federated Hermes Ohio Municipal Income Fund
Federated Hermes Pennsylvania Municipal Income Fund
Federated Hermes Premier Municipal Income Fund
Federated Hermes Short-Intermediate Duration Municipal Fund
Federated Hermes Strategic Value Dividend Fund
* Will liquidate on or about January 22, 2021.
THIRTY-FOURTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to remove funds from the Schedules;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of June 1, 2021.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Ronald J. Ecoff
Name: Ronald J. Ecoff
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Sandra Ricardo
Name: Sandra Ricardo
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised June 1, 2021
A. Non-Money Market Funds
Federated Hermes Emerging Market Debt Fund
Federated Hermes Emerging Markets Equity Fund
Federated Hermes Intermediate Municipal Fund
Federated Hermes Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Developed Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated Hermes International Bond Strategy Portfolio
Federated Hermes International Dividend Strategy Portfolio
Federated Hermes International Equity Fund
Federated Hermes International Growth Fund
Federated Hermes International Leaders Fund
Federated Hermes International Small-Mid Company Fund
Federated Hermes International Strategic Value Dividend Fund
Federated Hermes Max-Cap Index Fund
Federated Hermes MDT Large Cap Value Fund
Federated Hermes Mid-Cap Index Fund
Federated Hermes Michigan Intermediate Municipal Fund
Federated Hermes Muni and Stock Advantage Fund
Federated Hermes Municipal High Yield Advantage Fund
Federated Hermes Municipal Ultrashort Fund
Federated Hermes Municipal Bond Fund, Inc.
Federated Hermes Ohio Municipal Income Fund
Federated Hermes Pennsylvania Municipal Income Fund
Federated Hermes Premier Municipal Income Fund
Federated Hermes Short-Intermediate Duration Municipal Fund
Federated Hermes Strategic Value Dividend Fund
B. Money Market Funds
Federated Hermes Capital Reserves Fund
Federated Hermes Government Obligations Tax-Managed Fund
Federated Hermes Government Reserves Fund
Federated Hermes U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised June 1, 2021
FUNDS
Federated Hermes Emerging Market Debt Fund
Federated Hermes Emerging Markets Equity Fund
Federated Hermes Intermediate Municipal Fund
Federated Hermes Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Developed Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated Hermes International Bond Strategy Portfolio
Federated Hermes International Dividend Strategy Portfolio
Federated Hermes International Equity Fund
Federated Hermes International Growth Fund
Federated Hermes International Leaders Fund
Federated Hermes International Small-Mid Company Fund
Federated Hermes International Strategic Value Dividend Fund
Federated Hermes Max-Cap Index Fund
Federated Hermes MDT Large Cap Value Fund
Federated Hermes Mid-Cap Index Fund
Federated Hermes Michigan Intermediate Municipal Fund
Federated Hermes Muni and Stock Advantage Fund
Federated Hermes Municipal High Yield Advantage Fund
Federated Hermes Municipal Ultrashort Fund
Federated Hermes Municipal Bond Fund, Inc.
Federated Hermes Ohio Municipal Income Fund
Federated Hermes Pennsylvania Municipal Income Fund
Federated Hermes Premier Municipal Income Fund
Federated Hermes Short-Intermediate Duration Municipal Fund
Federated Hermes Strategic Value Dividend Fund
1 Fee is expressed in basis points (b.p.) per annum where 1b.p. equals one hundredth of one percent (i.e. 0.01%) and is calculated based upon month-end market value, unless stated otherwise.
2 A transaction is defined as a receipt or deliver-versus-payment, a free receive or deliver, maturities, or security transaction related to corporate events.
3 Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge (surcharge schedule available upon request). NOTE: For all other markets listed above, surcharges may apply if a security is held outside of the local market.
4 This fee will be applicable for assets held on The Bank of New York Mellon’s custody or accounting systems but not held in custody within The Bank of New York Mellon’s network of subcustodian banks and agents.
1 Fee is expressed in basis points (b.p.) per annum where 1b.p. equals one hundredth of one percent (i.e. 0.01%) and is calculated based upon month-end market value, unless stated otherwise.
2 A transaction is defined as a receipt or deliver-versus-payment, a free receive or deliver, maturities, or security transaction related to corporate events.
3 Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge (surcharge schedule available upon request). NOTE: For all other markets listed above, surcharges may apply if a security is held outside of the local market.
4 This fee will be applicable for assets held on The Bank of New York Mellon’s custody or accounting systems but not held in custody within The Bank of New York Mellon’s network of subcustodian banks and agents
5 A transaction is defined as a receipt or deliver-versus-payment, a free receive or deliver, maturities, or security transaction related to corporate events.
6 Fee is expressed in basis points (b.p.) per annum where 1b.p. equals one hundredth of one percent (i.e. 0.01%) and is calculated based upon month-end market value, unless stated otherwise.
7 Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge (surcharge schedule available upon request). NOTE: For all other markets listed above, surcharges may apply if a security is held outside of the local market.
8 This fee will be applicable for assets held on The Bank of New York Mellon’s custody or accounting systems but not held in custody within The Bank of New York Mellon’s network of subcustodian banks and agents.
Exhibit 28 (h) (1) (a) 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.
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. |
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 June 1, 2021
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 Conservative Microshort Fund
Federated Hermes Conservative Municipal Microshort 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 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 Michigan Intermediate Municipal Fund
Federated Hermes Institutional Money Market Management
Federated Mortgage Core Portfolio
Federated Hermes Core 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 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
High Yield Core Bond Fund
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) (b) 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:
SECTION | 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.
(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. |
(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. |
(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. |
(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). |
(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 |
(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.
SECTION | 7. Notices |
(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.
SECTION | 9. 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 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 6/1/21)
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 MDT Market Neutral Fund is not effective yet.
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.
2.2 | 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. |
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. |
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.
2.5 | 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. |
3. Fees and Expenses
3.1 | 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. |
3.2 | 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. |
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. |
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. |
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. |
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.
4.2 | It is duly qualified to carry on its business in The Commonwealth of Massachusetts. |
4.3 | It is empowered under Applicable Law and by its charter and by-laws to enter into and perform this Agreement. |
4.4 | All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. |
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”). |
4.6 | It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. |
5. Representations and Warranties of the Fund
Each Fund represents and warrants to the Transfer Agent that:
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. |
5.2 | It is empowered under Applicable Law and by its organizational documents to enter into and perform this Agreement. |
5.3 | All corporate proceedings required by its organizational documents have been taken to authorize it to enter into and perform this Agreement. |
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. |
5.5 | It is in compliance with federal securities law requirements in all material respects with respect to its business. |
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. |
5.7 | With respect to Funds that are Collective Trusts, these Funds were each formed by declaration of trust filed with the Pennsylvania Department of Banking. |
6. Data Access and Proprietary Information
6.1 | 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: |
(a) | 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; |
(b) | 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; |
(c) | 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; |
(d) | 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); |
(e) | Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and |
(f) | 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. |
6.2 | 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. |
6.3 | 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. |
6.4 | 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. |
7. Indemnification
7.1 | 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: |
(a) | 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; |
(b) | The Fund ‘s lack of good faith, negligence or willful misconduct; |
(c) | 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; |
(d) | 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; |
(e) | 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; |
(f) | 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 |
(g) | 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. |
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. |
7.3 | 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. |
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. |
9. Fund Confidential Information
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. |
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. |
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.
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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 |
Exhibit A
Funds
March 2, 2021
DATE: added to the contract. |
REGISTRANT NAME | SERIES NAME (If applicable) | Transfer Agent Fund Number | Class |
7/1/2004 | Federated Hermes Adjustable Rate Securities Trust | |||
FEDERATED HERMES ADJUSTABLE RATE FUND | 96 | SS | ||
FEDERATED HERMES ADJUSTABLE RATE FUND | 325 | IS | ||
8/31/2017 | Federated Hermes Adviser Series | |||
FEDERATED HERMES EMERGING MARKKETS EQUITY FUND | 813 | IS | ||
FEDERATED HERMES CONSERV MICROSHORT | 564 | IS | ||
FEDERATED HERMES CONSERV MUNI MICRO | 567 | IS | ||
FEDERATED HERMES GLOBAL EQUITY FUND | 934 | IS | ||
FEDERATED HERMES GLOBAL SMALL CAP FUND | 939 | IS | ||
FEDERATED HERMES INTERNATIONAL DEVELOPED 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 HERMES INTERNATIONAL EQUITY FUND | 713 | A | ||
FEDERATED HERMES INTERNATIONAL EQUITY FUND | 714 | C | ||
FEDERATED HERMES INTERNATIONAL EQUITY FUND | 717 | IS | ||
FEDERATED HERMES INTERNATIONAL EQUITY FUND | 718 | R6 | ||
FEDERATED HERMES INTERNATIONAL GROWTH FUND | 728 | IS | ||
FEDERATED HERMES MDT LARGE CAP VALUE FUND | 426 | IS | ||
FEDERATED HERMES MDT LARGE CAP VALUE FUND | 428 | SS | ||
FEDERATED HERMES MDT LARGE CAP VALUE FUND | 429 | R6 | ||
FEDERATED HERMES MDT LARGE CAP VALUE FUND | 419 | A | ||
FEDERATED HERMES MDT LARGE CAP VALUE FUND | 420 | B | ||
FEDERATED HERMES MDT LARGE CAP VALUE FUND | 422 | C | ||
FEDERATED HERMES MDT LARGE CAP VALUE FUND | 425 | R | ||
FEDERATED HERMES U.S. SMID FUND | 165 | IS | ||
Federated Hermes Core Trust: | ||||
3/21/2016 | EMERGING MARKETS CORE FUND | 812 | ||
8/16/2010 | BANK LOAN CORE FUND | 850 | ||
7/1/2004 | MORTGAGE CORE FUND | 938 | ||
7/1/2004 | HIGH YIELD BOND CORE FUND | 871 | ||
Federated Hermes Core Trust III: | ||||
3/1/2008 | PROJECT AND TRADE FINANCE CORE FUND | 148 | ||
Federated Hermes Equity Funds: | ||||
12/1/2008 | FEDERATED HERMES CLOVER SMALL VALUE FUND | 639 | A | |
FEDERATED HERMES CLOVER SMALL VALUE FUND | 658 | C | ||
FEDERATED HERMES CLOVER SMALL VALUE FUND | 659 | IS | ||
FEDERATED HERMES CLOVER SMALL VALUE FUND | 670 | R | ||
FEDERATED HERMES CLOVER SMALL VALUE FUND | 539 | R6 | ||
3/1/2008 | FEDERATED HERMES INTL STRATEGIC VAL DIV FUND | 432 | A | |
FEDERATED HERMES INTL STRATEGIC VAL DIV FUND | 433 | C | ||
FEDERATED HERMES INTL STRATEGIC VAL DIV FUND | 434 | IS | ||
FEDERATED HERMES INTL STRATEGIC VAL DIV FUND | 466 | R6 | ||
7/1/2004 | FEDERATED HERMES KAUFMANN FUND | 66 | A | |
FEDERATED HERMES KAUFMANN FUND | 67 | B | ||
FEDERATED HERMES KAUFMANN FUND | 70 | C | ||
FEDERATED HERMES KAUFMANN FUND | 74 | R | ||
FEDERATED HERMES KAUFMANN FUND | 123 | IS | ||
9/17/2007 | FEDERATED HERMES KAUFMANN LARGE CAP FUND | 352 | A | |
FEDERATED HERMES KAUFMANN LARGE CAP FUND | 353 | C | ||
FEDERATED HERMES KAUFMANN LARGE CAP FUND | 355 | IS | ||
FEDERATED HERMES KAUFMANN LARGE CAP FUND | 354 | R | ||
FEDERATED HERMES KAUFMANN LARGE CAP FUND | 401 | R6 | ||
7/1/2004 | FEDERATED HERMES KAUFMANN SMALL CAP FUND | 163 | IS | |
FEDERATED HERMES KAUFMANN SMALL CAP FUND | 146 | R6 | ||
FEDERATED HERMES KAUFMANN SMALL CAP FUND | 757 | A | ||
FEDERATED HERMES KAUFMANN SMALL CAP FUND | 758 | B | ||
FEDERATED HERMES KAUFMANN SMALL CAP FUND | 759 | C | ||
FEDERATED HERMES KAUFMANN SMALL CAP FUND | 154 | R | ||
7/1/2004 | FEDERATED HERMES MDT MID CAP GROWTH FUND | 677 | A | |
FEDERATED HERMES MDT MID CAP GROWTH FUND | 650 | C | ||
FEDERATED HERMES MDT MID CAP GROWTH FUND | 656 | IS | ||
FEDERATED HERMES MDT MID CAP GROWTH FUND | 679 | R6 | ||
9/1/2008 | FEDERATED HERMES PRUDENT BEAR FUND | 409 | A | |
FEDERATED HERMES PRUDENT BEAR FUND | 415 | C | ||
FEDERATED HERMES PRUDENT BEAR FUND | 418 | IS | ||
12/1/2004 | FEDERATED HERMES STRATEGIC VALUE DIVIDEND | 661 | A | |
FEDERATED HERMES STRATEGIC VALUE DIVIDEND | 663 | C | ||
FEDERATED HERMES STRATEGIC VALUE DIVIDEND | 662 | IS | ||
FEDERATED HERMES STRATEGIC VALUE DIVIDEND | 251 | R6 | ||
7/1/2004 | Federated Hermes Equity Income Fund Inc. | |||
FEDERATED HERMES EQUITY INCOME FUND | 34 | R | ||
FEDERATED HERMES EQUITY INCOME FUND | 629 | B | ||
FEDERATED HERMES EQUITY INCOME FUND | 241 | C | ||
FEDERATED HERMES EQUITY INCOME FUND | 326 | A | ||
FEDERATED HERMES EQUITY INCOME FUND | 849 | IS | ||
FEDERATED HERMES EQUITY INCOME FUND | 304 | F | ||
Federated Hermes Fixed Income Securities, Inc.: | ||||
7/1/2004 | FEDERATED HERMES MUNI ULTRASHORT FUND | 253 | IS | |
FEDERATED HERMES MUNI ULTRASHORT FUND | 254 | A | ||
FEDERATED HERMES MUNI ULTRASHORT FUND | 230 | R6 | ||
7/1/2004 | FEDERATED HERMES STRATEGIC INCOME FUND | 652 | B | |
FEDERATED HERMES STRATEGIC INCOME FUND | 382 | C | ||
FEDERATED HERMES STRATEGIC INCOME FUND | 383 | F | ||
FEDERATED HERMES STRATEGIC INCOME FUND | 381 | A | ||
FEDERATED HERMES STRATEGIC INCOME FUND | 414 | R6 | ||
FEDERATED HERMES STRATEGIC INCOME FUND | 653 | IS | ||
6/1/2008 | Federated Hermes Global Allocation Fund | |||
FEDERATED HERMES GLOBAL ALLOCATION FUND | 373 | B | ||
FEDERATED HERMES GLOBAL ALLOCATION FUND | 608 | C | ||
FEDERATED HERMES GLOBAL ALLOCATION FUND | 894 | R | ||
FEDERATED HERMES GLOBAL ALLOCATION FUND | 232 | R6 | ||
FEDERATED HERMES GLOBAL ALLOCATION FUND | 11 | A | ||
FEDERATED HERMES GLOBAL ALLOCATION FUND | 879 | IS | ||
7/1/2004 | Federated Hermes Government Income Securities, Inc. | |||
FEDERATED HERMES GOV INCOME SECURITIES | 166 | A | ||
FEDERATED HERMES GOV INCOME SECURITIES | 171 | C | ||
FEDERATED HERMES GOV INCOME SECURITIES | 21 | F | ||
FEDERATED HERMES GOV INCOME SECURITIES | 615 | IS | ||
7/1/2004 | Federated Hermes Government Income Trust | |||
FEDERATED HERMES GOVERNMENT INCOME FUND | 36 | IS | ||
FEDERATED HERMES GOVERNMENT INCOME FUND | 102 | SS | ||
7/1/2004 | Federated Hermes High Income Bond Fund, Inc. | |||
FEDERATED HERMES HIGH INCOME BOND FUND | 630 | B | ||
FEDERATED HERMES HIGH INCOME BOND FUND | 492 | R6 | ||
FEDERATED HERMES HIGH INCOME BOND FUND | 242 | C | ||
FEDERATED HERMES HIGH INCOME BOND FUND | 317 | A | ||
FEDERATED HERMES HIGH INCOME BOND FUND | 491 | IS | ||
7/1/2004 | Federated Hermes High Yield Trust: | |||
FEDERATED HERMES OPPORTNSTC HI-YLD BND | 77 | IS | ||
FEDERATED HERMES OPPORTNSTC HI-YLD BND | 113 | A | ||
FEDERATED HERMES OPPORTNSTC HI-YLD BND | 120 | C | ||
FEDERATED HERMES OPPORTNSTC HI-YLD BND | 430 | R6 | ||
FEDERATED HERMES OPPORTNSTC HI-YLD BND | 38 | SS | ||
Federated Hermes Income Securities Trust: | ||||
7/1/2004 | FEDERATED HERMES CAPITAL INCOME FUND | 312 | A | |
FEDERATED HERMES CAPITAL INCOME FUND | 631 | B | ||
FEDERATED HERMES CAPITAL INCOME FUND | 244 | C | ||
FEDERATED HERMES CAPITAL INCOME FUND | 374 | F | ||
FEDERATED HERMES CAPITAL INCOME FUND | 300 | R | ||
FEDERATED HERMES CAPITAL INCOME FUND | 830 | IS | ||
9/1/2004 | FEDERATED HERMES FLTG RATE STR INCOME FUND | 701 | R6 | |
FEDERATED HERMES FLTG RATE STR INCOME FUND | 693 | IS | ||
FEDERATED HERMES FLTG RATE STR INCOME FUND | 112 | C | ||
FEDERATED HERMES FLTG RATE STR INCOME FUND | 687 | A | ||
FEDERATED HERMES FLTG RATE STR INCOME FUND | 188 | A1 | ||
7/1/2004 | FEDERATED HERMES FUND U.S. GOV SECURITIES | 601 | B | |
FEDERATED HERMES FUND U.S. GOV SECURITIES | 238 | C | ||
FEDERATED HERMES FUND U.S. GOV SECURITIES | 309 | A | ||
FEDERATED HERMES FUND U.S. GOV SECURITIES | 614 | IS | ||
7/1/2004 | FEDERATED HERMES INTERM CORP BOND FUND | 303 | IS | |
FEDERATED HERMES INTERM CORP BOND FUND | 348 | SS | ||
7/1/2004 | FEDERATED HERMES MUNI & STOCK ADVT FUND | 888 | B | |
FEDERATED HERMES MUNI & STOCK ADVT FUND | 887 | A | ||
FEDERATED HERMES MUNI & STOCK ADVT FUND | 889 | C | ||
FEDERATED HERMES MUNI & STOCK ADVT FUND | 901 | F | ||
FEDERATED HERMES MUNI & STOCK ADVT FUND | 876 | IS | ||
12/1/2005 | FEDERATED HERMES REAL RETURN BOND FUND | 183 | A | |
FEDERATED HERMES REAL RETURN BOND FUND | 184 | C | ||
FEDERATED HERMES REAL RETURN BOND FUND | 185 | IS | ||
7/18/2004 | FEDERATED HERMES SHORT-TERM INCOME FUND | 292 | R6 | |
FEDERATED HERMES SHORT-TERM INCOME FUND | 65 | IS | ||
FEDERATED HERMES SHORT-TERM INCOME FUND | 638 | Y | ||
FEDERATED HERMES SHORT-TERM INCOME FUND | 607 | A | ||
Federated Hermes Index Trust: | ||||
7/1/2004 | FEDERATED HERMES MAX-CAP INDEX FUND | 39 | IS | |
FEDERATED HERMES MAX-CAP INDEX FUND | 895 | R | ||
FEDERATED HERMES MAX-CAP INDEX FUND | 281 | SS | ||
FEDERATED HERMES MAX-CAP INDEX FUND | 867 | C | ||
7/1/2004 | FEDERATED HERMES MID-CAP INDEX FUND | 156 | R6 | |
FEDERATED HERMES MID-CAP INDEX FUND | 153 | IS | ||
FEDERATED HERMES MID-CAP INDEX FUND | 151 | SS | ||
Federated Hermes Institutional Trust | ||||
7/1/2004 | FEDERATED HERMES GOV ULTRASHORT DUR FUND | 969 | SS | |
FEDERATED HERMES GOV ULTRASHORT DUR FUND | 891 | A | ||
FEDERATED HERMES GOV ULTRASHORT DUR FUND | 840 | R6 | ||
FEDERATED HERMES GOV ULTRASHORT DUR FUND | 626 | IS | ||
7/1/2004 | FEDERATED HERMES INSTL HIGH YIELD BOND FUND | 900 | IS | |
FEDERATED HERMES INSTL HIGH YIELD BOND FUND | 221 | R6 | ||
6/1/2005 | FEDERATED HERMES SH-INT TOTAL RETURN BOND | 114 | A | |
FEDERATED HERMES SH-INT TOTAL RETURN BOND | 63 | IS | ||
FEDERATED HERMES SH-INT TOTAL RETURN BOND | 107 | SS | ||
FEDERATED HERMES 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 Hermes International Series, Inc.: | ||||
7/1/2004 | FEDERATED HERMES GLOBAL TOTAL RETURN BOND FD | 152 | IS | |
FEDERATED HERMES GLOBAL TOTAL RETURN BOND FD | 240 | C | ||
FEDERATED HERMES GLOBAL TOTAL RETURN BOND FD | 316 | A | ||
Federated Hermes Investment Series Funds, Inc.: | ||||
FEDERATED HERMES CORPORATE BOND FUND | 641 | A | ||
FEDERATED HERMES CORPORATE BOND FUND | 642 | B | ||
FEDERATED HERMES CORPORATE BOND FUND | 643 | C | ||
FEDERATED HERMES CORPORATE BOND FUND | 655 | IS | ||
FEDERATED HERMES CORPORATE BOND FUND | 671 | R6 | ||
FEDERATED HERMES CORPORATE BOND FUND | 198 | F | ||
Federated Hermes Managed Pool Series: | ||||
12/1/2005 | FEDERATED HERMES CORPORATE BOND STRATEGY PORTFOLIO | 157 | ||
12/1/2005 | FEDERATED HERMES HIGH-YIELD STRATEGY PORTFOLIO | 744 | ||
12/1/2005 | FEDERATED HERMES INTL BOND STRATEGY PORT | 742 | ||
12/1/2014 | FEDERATED HERMES INTERNATIONAL DIV STRATEGY | 569 | ||
12/1/2005 | FEDERATED HERMES MORTGAGE STRATEGY PORT | 743 | ||
Federated Hermes MDT Series: | ||||
7/31/2006 | FEDERATED HERMES MDT ALL CAP CORE FUND | 210 | A | |
FEDERATED HERMES MDT ALL CAP CORE FUND | 224 | C | ||
FEDERATED HERMES MDT ALL CAP CORE FUND | 226 | IS | ||
FEDERATED HERMES MDT ALL CAP CORE FUND | 233 | R6 | ||
7/31/2006 | FEDERATED HERMES MDT BALANCED FUND | 285 | A | |
FEDERATED HERMES MDT BALANCED FUND | 296 | C | ||
FEDERATED HERMES MDT BALANCED FUND | 297 | IS | ||
FEDERATED HERMES MDT BALANCED FUND | 314 | R6 | ||
7/31/2006 | FEDERATED HERMES MDT LARGE CAP GROWTH FUND | 265 | A | |
FEDERATED HERMES MDT LARGE CAP GROWTH FUND | 271 | B | ||
FEDERATED HERMES MDT LARGE CAP GROWTH FUND | 267 | C | ||
FEDERATED HERMES MDT LARGE CAP GROWTH FUND | 269 | IS | ||
7/31/2006 | FEDERATED HERMES MDT SMALL CAP CORE FUND | 237 | A | |
FEDERATED HERMES MDT SMALL CAP CORE FUND | 245 | C | ||
FEDERATED HERMES MDT SMALL CAP CORE FUND | 255 | IS | ||
FEDERATED HERMES MDT SMALL CAP CORE FUND | 223 | R6 | ||
7/31/2006 | FEDERATED HERMES MDT SMALL CAP GROWTH FUND | 282 | A | |
FEDERATED HERMES MDT SMALL CAP GROWTH FUND | 283 | C | ||
FEDERATED HERMES MDT SMALL CAP GROWTH FUND | 284 | IS | ||
FEDERATED HERMES MDT SMALL CAP GROWTH FUND | 231 | R6 | ||
Federated Hermes Municipal Bond Fund, Inc: | ||||
FEDERATED HERMES MUNICIPAL BOND FUND INC. | 141 | IS | ||
FEDERATED HERMES MUNICIPAL BOND FUND INC. | 375 | F | ||
FEDERATED HERMES MUNICIPAL BOND FUND INC. | 602 | B | ||
FEDERATED HERMES MUNICIPAL BOND FUND INC. | 243 | C | ||
FEDERATED HERMES MUNICIPAL BOND FUND INC. | 384 | A | ||
Federated Hermes Municipal Securities Income Trust: | ||||
7/1/2004 | FEDERATED HERMES MICHIGAN INTERM MUNICIPAL FUND | 145 | A | |
FEDERATED HERMES MICHIGAN INTERM MUNICIPAL FUND | 622 | IS | ||
6/1/2006 | FEDERATED HERMES MUNI HIGH YIELD ADVT FUND | 310 | F | |
FEDERATED HERMES MUNI HIGH YIELD ADVT FUND | 214 | C | ||
FEDERATED HERMES MUNI HIGH YIELD ADVT FUND | 167 | A | ||
FEDERATED HERMES MUNI HIGH YIELD ADVT FUND | 170 | B | ||
FEDERATED HERMES MUNI HIGH YIELD ADVT FUND | 380 | IS | ||
FEDERATED HERMES OHIO MUNI INCOME | 164 | A | ||
FEDERATED HERMES OHIO MUNI INCOME | 313 | F | ||
FEDERATED HERMES OHIO MUNI INCOME | 623 | IS | ||
7/1/2004 | FEDERATED PENNSYLVANIA MUNI INCOME | 311 | A | |
FEDERATED HERMES PENNSYLVANIA MUNI INCOME | 673 | IS | ||
7/1/2004 | Federated Hermes Short-Intermediate Duration Municipal Trust | |||
FEDERATED HERMES SH-INT DUR MUNI FUND | 291 | A | ||
FEDERATED HERMES SH-INT DUR MUNI FUND | 24 | IS | ||
FEDERATED HERMES SH-INT DUR MUNI FUND | 289 | SS | ||
7/1/2004 | Federated Hermes Total Return Government Bond Fund | |||
FEDERATED HERMES TOTAL RETURN GOVT BOND FUND | 234 | R6 | ||
FEDERATED HERMES TOTAL RETURN GOVT BOND FUND | 648 | SS | ||
FEDERATED HERMES TOTAL RETURN GOVT BOND FUND | 647 | IS | ||
Federated Hermes Total Return Series, Inc.: | ||||
7/1/2004 | FEDERATED HERMES SELECT TOTAL RETURN BOND FUND | 835 | IS | |
FEDERATED HERMES SELECT TOTAL RETURN BOND FUND | 837 | SS | ||
7/1/2004 | FEDERATED HERMES TOTAL RETURN BOND FUND | 328 | IS | |
FEDERATED HERMES TOTAL RETURN BOND FUND | 288 | SS | ||
FEDERATED HERMES TOTAL RETURN BOND FUND | 893 | R | ||
FEDERATED HERMES TOTAL RETURN BOND FUND | 225 | R6 | ||
FEDERATED HERMES TOTAL RETURN BOND FUND | 404 | A | ||
FEDERATED HERMES TOTAL RETURN BOND FUND | 405 | B | ||
FEDERATED HERMES TOTAL RETURN BOND FUND | 406 | C | ||
7/1/2004 | FEDERATED HERMES ULTRASHORT BOND FUND | 218 | A | |
FEDERATED HERMES ULTRASHORT BOND FUND | 838 | SS | ||
FEDERATED HERMES ULTRASHORT BOND FUND | 108 | IS | ||
FEDERATED HERMES ULTRASHORT BOND FUND | 344 | R6 | ||
7/1/2004 | Federated Hermes Short-Term Government Trust | |||
FEDERATED HERMES SHORT-TERM GOV'T FUND | 100 | SS | ||
FEDERATED HERMES SHORT-TERM GOV'T FUND | 79 | Y | ||
FEDERATED HERMES SHORT-TERM GOV'T FUND | 9 | IS | ||
7/1/2004 | Federated Hermes Short-Intermediate Government Trust | |||
FEDERATED HERMES SHORT-INTERMEDIATE GOV'T FUND | 192 | SS | ||
FEDERATED HERMES SHORT-INTERMEDIATE GOV'T FUND | 896 | R | ||
FEDERATED HERMES SHORT-INTERMEDIATE GOV'T FUND | 47 | IS | ||
Federated Hermes World Investment Series, Inc.: | ||||
7/1/2004 | FEDERATED HERMES EMERGING MARKET DEBT FUND | 831 | IS | |
FEDERATED HERMES EMERGING MARKET DEBT FUND | 609 | A | ||
FEDERATED HERMES EMERGING MARKET DEBT FUND | 611 | C | ||
7/1/2004 | FEDERATED HERMES INTERNATIONAL LEADERS FUND | 103 | A | |
FEDERATED HERMES INTERNATIONAL LEADERS FUND | 104 | B | ||
FEDERATED HERMES INTERNATIONAL LEADERS FUND | 105 | C | ||
FEDERATED HERMES INTERNATIONAL LEADERS FUND | 119 | IS | ||
FEDERATED HERMES INTERNATIONAL LEADERS FUND | 106 | R | ||
FEDERATED HERMES INTERNATIONAL LEADERS FUND | 110 | R6 | ||
7/1/2004 | FEDERATED HERMES INTL SMALL-MID COMPANY FUND | 695 | A | |
FEDERATED HERMES INTL SMALL-MID COMPANY FUND | 697 | C | ||
FEDERATED HERMES INTL SMALL-MID COMPANY FUND | 682 | IS | ||
7/1/2004 | Federated Hermes Intermediate Municipal Trust | |||
FEDERATED HERMES INTERMEDIATE MUNI FUND | 78 | SS | ||
FEDERATED HERMES INTERMEDIATE MUNI FUND | 739 | IS | ||
Federated Hermes Money Market Obligations Trust: | ||||
7/1/2004 | FEDERATED HERMES CALIFORNIA MUNI CASH TRUST | 80 | SS | |
FEDERATED HERMES CALIFORNIA MUNI CASH TRUST | 800 | WS | ||
FEDERATED HERMES CALIFORNIA MUNI CASH TRUST | 280 | CII | ||
FEDERATED HERMES CALIFORNIA MUNI CASH TRUST | 809 | CAP | ||
FEDERATED HERMES CALIFORNIA MUNI CASH TRUST | 810 | CS | ||
12/1/2004 | FEDERATED HERMES CAPITAL RESERVES FUND | 806 | ||
7/1/2004 | FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND | 386 | CS | |
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND | 385 | CII | ||
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND | 805 | CAP | ||
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND | 158 | ADM | ||
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND | 117 | PRM | ||
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND | 5 | IS | ||
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND | 703 | TR | ||
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND | 395 | SS | ||
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND | 7 | R | ||
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND | 484 | AVR | ||
7/1/2004 | FEDERATED HERMES GOVT OBLIGATIONS TAX-MGD FD | 613 | AS | |
FEDERATED HERMES GOVT OBLIGATIONS TAX-MGD FD | 636 | IS | ||
FEDERATED HERMES GOVT OBLIGATIONS TAX-MGD FD | 637 | SS | ||
12/1/2004 | FEDERATED HERMES GOVERNMENT RESERVES FUND | 970 | A | |
FEDERATED HERMES GOVERNMENT RESERVES FUND | 971 | B | ||
FEDERATED HERMES GOVERNMENT RESERVES FUND | 972 | C | ||
FEDERATED HERMES GOVERNMENT RESERVES FUND | 807 | P | ||
FEDERATED HERMES GOVERNMENT RESERVES FUND | 973 | F | ||
7/1/2004 | FEDERATED HERMES INSTITUTIONAL MMKT MGMT | 136 | CAP | |
FEDERATED HERMES INSTITUTIONAL MMKT MGMT | 349 | EAG | ||
FEDERATED HERMES INSTITUTIONAL MMKT MGMT | 58 | IS | ||
FEDERATED HERMES INSTITUTIONAL MMKT MGMT | 219 | SS | ||
FEDERATED HERMES INSITUTIONAL PRIME OBLIGATIONS FUND | 10 | IS | ||
FEDERATED HERMES INSITUTIONAL PRIME OBLIGATIONS FUND | 143 | CAP | ||
FEDERATED HERMES INSITUTIONAL PRIME OBLIGATIONS FUND | 396 | SS | ||
7/1/2004 | FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND | 858 | CAP | |
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND | 821 | CS | ||
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND | 820 | CII | ||
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND | 852 | WS | ||
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND | 839 | IV | ||
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND | 855 | SS | ||
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND | 833 | AS | ||
7/1/2004 | FEDERATED HERMES NEW YORK MUNI CASH TRUST | 878 | CS | |
FEDERATED HERMES NEW YORK MUNI CASH TRUST | 12 | SS | ||
FEDERATED HERMES NEW YORK MUNI CASH TRUST | 825 | WS | ||
FEDERATED HERMES NEW YORK MUNI CASH TRUST | 111 | CII | ||
7/1/2004 | FEDERATED HERMES PRIME CASH OBLIGATIONS FD | 857 | CAP | |
FEDERATED HERMES PRIME CASH OBLIGATIONS FD | 911 | CII | ||
FEDERATED HERMES PRIME CASH OBLIGATIONS FD | 851 | WS | ||
FEDERATED HERMES PRIME CASH OBLIGATIONS FD | 854 | SS | ||
FEDERATED HERMES PRIME CASH OBLIGATIONS FD | 909 | AS | ||
FEDERATED HERMES PRIME CASH OBLIGATIONS FD | 914 | R | ||
FEDERATED HERMES PRIME CASH OBLIGATIONS FD | 913 | CS | ||
FEDERATED HERMES PRIME CASH OBLIGATIONS FD | 915 | TR | ||
FEDERATED HERMES PRIME CASH OBLIGATIONS FD | 485 | AVR | ||
7/1/2004 | FEDERATED HERMES INSTITUTIONAL PRIME VAL OBL | 859 | CAP | |
FEDERATED HERMES INSTITUTIONAL PRIME VAL OBL | 853 | IS | ||
FEDERATED HERMES INSTITUTIONAL PRIME VAL OBL | 856 | SS | ||
7/1/2004 | FEDERATED HERMES TAX-FREE OBLIGATIONS FUND | 15 | WS | |
FEDERATED HERMES TAX-FREE OBLIGATIONS FUND | 397 | SS | ||
FEDERATED HERMES TAX-FREE OBLIGATIONS FUND | 486 | AVR | ||
7/1/2004 | FEDERATED HERMES INSTITUTIONAL TX-FREE CSH TR | 42 | IS | |
FEDERATED HERMES INSTITUTIONAL TX-FREE CSH TR | 73 | PRM | ||
7/1/2004 | FEDERATED HERMES TREASURY OBLIGATIONS FUND | 115 | AS | |
FEDERATED HERMES TREASURY OBLIGATIONS FUND | 862 | CAP | ||
FEDERATED HERMES TREASURY OBLIGATIONS FUND | 68 | IS | ||
FEDERATED HERMES TREASURY OBLIGATIONS FUND | 398 | SS | ||
FEDERATED HERMES TREASURY OBLIGATIONS FUND | 702 | TR | ||
7/1/2004 | FEDERATED HERMES TR FOR U.S. TRSY OBLIGATIONS | 54 | CS | |
FEDERATED HERMES TR FOR U.S. TRSY OBLIGATIONS | 52 | CII | ||
FEDERATED HERMES TR FOR U.S. TRSY OBLIGATIONS | 59 | IS | ||
7/1/2004 | FEDERATED HERMES U.S. TREASURY CASH RSV | 632 | SS | |
FEDERATED HERMES U.S. TREASURY CASH RSV | 125 | IS | ||
COLLECTIVE TRUSTS | ||||
FEDERATED HERMES CAPITAL PRESERVATION FUND | 4 | ISP | ||
FEDERATED HERMES CAPITAL PRESERVATION FUND | 25 | RP | ||
FEDERATED HERMES CAPITAL PRESERVATION FUND | 26 | SP | ||
FEDERATED HERMES CAPITAL PRESERVATION FUND | 27 | YP | ||
FEDERATED HERMES CAPITAL PRESERVATION FUND | 35 | R6P | ||
FEDERATED HERMES CAPITAL PRESERVATION FUND | 40 | IP | ||
FEDERATED HERMES INSTITUTIONAL FIXED INCOME FUND | 45 |
State Street Bank and Trust Company | By each of the Federated Funds Set forth on Exhibit A. | |||||||
By: Andrea Griffin | /s/Peter J. Germain | |||||||
Name: Andrea Griffin | Name: Peter J. Germain | |||||||
Title: 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:
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
(A) | Debit Card Services. |
(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.
1. | Objective. |
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. |
2. | Risk Assessments. |
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. |
5. | Asset Management. |
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. |
6. | Physical Security. |
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. |
8. | Access Controls. |
a. | 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. |
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. |
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. |
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. |
9. | Use of Laptop and Mobile Devices in connection with the Agreement. |
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. |
b. | Secure Storage - Transfer Agent shall require that all laptops and mobile devices be securely stored whenever out of the personnel’s immediate possession. |
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. |
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. |
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. |
18. | Monitor the Investment Company’s compliance with its investment policies, objectives and restrictions as set forth in its currently effective registration statement. |
19. | Implement and maintain, together with affiliated companies, a business continuation and disaster recovery program for the Investment Company. |
20. | Assist the Investment Company in regulatory examinations, inspections or investigations of the Investment Company. |
21. | Provide the following administrative and compliance services with regard Commodity Futures Trading Commission (“CFTC”) Rule 4.5 (as may be amended from time to time): (i) monitor the Investment Company’s compliance with the rule; (ii) with respect to those Funds that are required under the rule to register as ‘commodity pools’ from time to time (the “Registered Funds”) prepare, file and maintain the Registered Funds’ registrations with the CFTC or applicable self-regulatory authority, as appropriate; (iii) with respect to those Funds that are subject to the rule but qualify for an exemption from registration as ‘commodity pools’, prepare, file and monitor the companies’ exemptive filings with the CFTC or applicable self-regulatory authority, as appropriate; (iv) in relation to the Registered Funds’ commodity pool status, prepare, file and maintain the Registered Funds advisers’ registrations as ‘commodity pool operators’ (“CPOs”) and prepare and file such reports as are required to be filed by the CPOs with the CFTC or applicable self-regulatory authority, as appropriate; and (v) any additional administrative and compliance services with regard to the Investment Company’s and CPOs’ CFTC Rule 4.5 activities, as directed by the Investment Company’s Chief Compliance Officer, from time to time (collectively, “CFTC Rule 4.5 Administrative Services”). |
B. | FINANCIAL ADMINISTRATIVE SERVICES |
1. | Prepare and file the Investment Company’s tax returns. |
2. | Evaluate and obtain custody services from a financial institution that meets the requirements of the 1940 Act. |
3. | Compare, as applicable, the fund accountant’s calculation of the Investment Company’s net asset value, yield, dividends, fund total return and performance and total assets with the fund accountant’s previous calculations and with changes in the relevant securities market on a daily basis for reasonableness of changes. |
4. | Review and compare, as applicable, the calculation of the Investment Company’s average maturity with the previous calculations for reasonableness of changes. |
5. | Evaluate and recommend the pricing services used by the Investment Company; participate in the fair valuation of portfolio securities as required by the Investment Company’s fair valuation procedures; review and recommend changes to the Investment Company’s fair valuation procedures. |
6. | Compare the fund accountant’s calculations of the Investment Company’s undistributed net income balances with the fund accountant’s previous calculations for reasonableness of changes. |
7. | Perform daily reviews, as applicable, of the fund accountant’s shadow net asset value calculations with the previous calculations for reasonableness of changes; notify designated parties, as necessary, of deviations in compliance with the Investment Company’s Rule 2a-7 procedures, if any. |
8. | Perform monthly comparison of the fund accountant’s performance calculations with previous calculations for reasonableness of changes. |
9. | Perform quarterly comparison of the fund accountant’s projected annual fund expenses with previous projections for reasonableness of changes; prepare monthly budgets for specific expense categories to be used in monthly updates to the Investment Company’s expense accruals and projections. |
10. | Review fund expense reports prepared by the fund accountant; monitor compliance with the expense limits stated in the prospectus fee tables, including disclosure regarding which expense categories should be accrued in addition to the expense limits. |
11. | Coordinate and track the payment of all fund expenses by the Investment Company’s fund accountant. |
12. | Compare the fund accountant’s calculation of dividend recommendations with previous recommendations for reasonableness of changes; consult with portfolio managers concerning recommendations for fixed dividend resolution funds. |
13. | Calculate and determine capital gain distributions, if any, for the Investment Company. |
14. | Review the fund accountant’s calculations for shareholder tax reporting of AUM income percentages, state income percentages and government income percentages. |
15. | Monitor and confirm the Investment Company’s status as a regulated investment company under the current Internal Revenue Code (“IRC”); monitor and confirm compliance with IRC section 817(h) diversification requirements, as applicable. |
16. | Review and/or prepare, for shareholder tax reporting purposes, as applicable, (i) calculations for qualifying dividend income (QDI), dividends received deduction (DRD), and interest-related and short-term capital gain dividends (QII), and (ii) IRC section 1250 gain amounts, as well as assessing compliance with various states’ threshold requirements for reporting certain tax characteristics to shareholders in those states. |
C. | OTHER ADMINISTRATIVE SERVICES |
1. | Coordinate the layout, printing and electronic delivery of publicly disseminated prospectuses and shareholder reports, make recommendations to improve their effectiveness or reduce expenses. |
2. | Perform internal audit examinations in accordance with a charter adopted by the Investment Company. |
3. | Monitor enterprise level risks associated with the services provided herein in accordance with a charter adopted by Investment Company. |
4. | Develop and recommend changes in the investment strategy and operation of the Investment Company that may be in the interest of its Shareholders. |
5. | Provide individuals reasonably acceptable to the Board for nomination, appointment, or election as the following officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as specified in the Investment Company's charter documents and by-laws, subject to direction by the Investment Company’s Board: (i) the president and principal executive officer, (ii) the treasurer and principal financial and accounting officer; (iii) the secretary, and (iv) such other officers as are mutually agreeable. |
6. | Monitor trading activity to help identify market timers and recommend policies to deter market timing. |
7. | Review potential intermediary clients and existing intermediary clients as appropriate to determine/monitor the client’s ability to adhere to the terms of any servicing agreement between the client and Investment Company. |
8. | Review and recommend changes to the transfer agent’s policies and procedures to mitigate fraud, enhance shareholder services or reduce expenses. |
9. | Review and recommend changes to policies and procedures and operating processes designed to reduce Fund expenses. |
10. | Respond to all inquiries or other communications from shareholders and other parties, not otherwise provided by the Investment Company’s other service providers; if the inquiry is more properly responded to by another of the Investment Company’s service providers, referring the individual making the inquiry to the appropriate person. |
11. | Perform the following services, either itself or through its affiliate, Federated Shareholder Services company; (i) select and perform due diligence regarding proposed new owners of omnibus accounts as proposed recordkeeping agents for the Investment Company, (ii) enter into agreements as agent for the Investment Company, or any of them, substantially in the form most recently approved by the Investment Company’s board, with the registered owners of omnibus accounts for the provision of services necessary for the recordkeeping or sub-accounting of share positions held in underlying sub-accounts (“Recordkeeping Agreements”), together with such changes thereto as may be agreed to by Company so long as such changes do not (a) increase the fees payable by the Investment Company under the Recordkeeping Agreements, (b) alter the indemnity obligations of the Investment Company owing to or from the Investment Company thereunder or (c) otherwise materially alter the obligations of the Investment Company under the Recordkeeping Agreements, (iii) agree, on behalf of the Investment Company, to make payments for services rendered under Recordkeeping Agreements out of the assets of the Investment Company in amounts not to exceed the amounts determined from time to time by the Board of the Investment Company, and (iv) give instructions to the transfer agent of the Investment Company (the “Transfer Agent”), for and on behalf of the Investment Company as “Proper Instructions” of the Investment Company under and pursuant to the agreement for transfer agency services with the Transfer Agent, to perform the services of Company and/or the Investment Company under each such Recordkeeping Agreement, excepting only the indemnity obligations owning from the Investment Company or Company thereunder. |
D. SUBCONTRACTORS
1. | FAS may without further consent on the part of the Investment Company at FAS’s own expense, subcontract for the performance of Administrative Services with a sub-contractor selected by FAS. FAS shall be as fully responsible to the Investment Company for the acts and omissions of any subcontractor as it is for its own acts and omissions. |
2. | FAS shall upon instruction from the Investment Company subcontract for the performance of services under this Agreement with an agent selected by the Investment Company, other than as described in D.1. above, provided, however, that FAS shall in no way be responsible to the Investment Company for the acts and omissions of the agent and the expenses of such agent shall be the responsibility of FAS or the Investment Company, as the parties may agree from time to time. |
Article 3. Records.
FAS shall create and maintain all necessary books and records in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act, pertaining to the Administrative Services performed by it and not otherwise created and maintained by another party pursuant to contract with the Investment Company. Where applicable, such records shall be maintained by FAS for the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining to the Investment Company which are in the possession of FAS shall be the property of the Investment Company. The Investment Company, or the Investment Company's authorized representatives, shall have access to such books and records at all times during FAS's normal business hours. Upon the reasonable request of the Investment Company, copies of any such books and records shall be provided promptly by FAS to the Investment Company or the Investment Company's authorized representatives.
Article 4. Expenses.
A. | FAS shall be responsible for all expenses (i) expressly assumed by FAS under this Agreement; (ii) incurred in the ordinary course of providing (or causing to be provided) the Administrative Services, including CFTC Rule 4.5 Administrative Services, to the Investment Company and the equipment, office space, and facilities necessary to perform its obligations under this Agreement; and (iii) incurred in maintaining its staff and personnel, including the compensation of FAS employees who serve as trustees or directors or officers of the Investment Company |
B. | Each Fund shall be solely responsible for (i) all expenses expressly assumed by the Funds under this Agreement; (ii) all other fees and expenses incurred in the operation of the Funds, including: |
(a) investment advisory fees and expenses associated with the investment management of the Fund’s portfolios;
(b) shareholder servicing, recordkeeping and distribution and marketing expenses of the Funds;
(c) expenses for transfer agent(s), registrar(s) and dividend disbursing agent(s);
(d) expenses for custodian(s) and related custodial services;
(e) costs of Fund accounting services provided by third parties to the Funds;
(f) costs of services provided by independent auditors;
(g) costs and services of outside legal and tax counsel (other than counsel sub-contracted with by FAS to perform services under this Agreement) and counsel to the Funds and the Independent Trustees;
(h) ratings agency fees;
(i) costs related to short selling (e.g., prime brokerage fees);
(j) postage and courier expenses;
(k) printing expenses;
(l) expenses for XRBL tagging and regulatory document production (e.g., ArcPro) provided by third parties;
(m) travel and lodging expenses;
(n) Fund registration fees, listing fees and filing fees and other Fund organizational expenses;
(o) taxes;
(p) insurance premiums;
(q) costs, including interest expenses, commitment fees, facilities fees and unused line fees of any borrowings made by the Funds;
(r) fees payable to persons who are not FAS employees and not FAS subcontractors;
(s) Fund-allocation of trade association dues;
(t) expenses of obtaining quotations and other pricing information for calculating the value of the Fund’s net assets, including the Fund-allocation of costs of independent pricing services;
(u) expenses related to the Fund’s Directors and Fund Board meetings, including Director’s fees and costs of electronic board books;
(v) fees charged by third party custodians for calculating Form N-PORT and Form N-CEN information requirements;
(w) expenses incurred in connection with bankruptcies, workouts and restructures, proceedings and other claims against the Funds;
(x) costs of third-party legal, tax, accounting or other expert advice incurred in connection with any litigation, threatened litigation or other regulatory proceeding, by or against the Funds, including third-party record-retention costs related to litigation holds; and
(iii) any other expenses approved from time to time by the Fund’s Board as properly payable by the Funds (any such expenses under (i), (ii) and (iii) above reasonably incurred by FAS on the Fund’s behalf “Out of Pocket Expenses”) provided that, any Out of Pocket Expenses incurred by FAS that are payable to or by an affiliate of FAS will not be duplicative of services to be provided by those affiliates under any other agreement with the Funds.
Article 5. Compensation.
A. | In addition to Out of Pocket Expenses, for the Administrative Services provided hereunder, excluding CFTC Rule 4.5 Administrative Services, the Investment Company hereby agrees to pay and FAS hereby agrees to accept as full compensation for such services a pro rata “Administrative Services Fee” at the annual rates set forth below on the average daily net assets of each Fund listed on Exhibit A to this Agreement; provided however, that no Administrative Services Fee will be charged for those Funds also listed on Exhibit B to this Agreement. |
Administrative Services Fee Rate |
Average Daily Net Assets
of the Investment Complex |
0.100% | up to$50 billion |
0.075% | on assets over $50 billion |
For purposes of calculating the applicable breakpoint under this Agreement, “Investment Complex” is defined as those Funds listed on Exhibit A to this Agreement but not also listed on Exhibit B.
B. | For the CFTC Rule 4.5 Administrative Services provided hereunder, each Registered Fund agrees to pay, and FAS hereby agrees to accept as full compensation for such services, an annual “Administrative Service Charge” of $125,000 per Registered Fund. |
C. | The Administrative Services Fee, Administrative Services Charge and Out of Pocket Expenses attributable to each Fund shall be accrued by such Fund and paid to FAS no less frequently than monthly, and shall be paid daily upon request of FAS. For the payment period in which this Agreement becomes effective or terminates with respect to any Fund, there shall be an appropriate proration of Administrative Service Fee and Administrative Service Charge payments, on the basis of the number of days that this Agreement is in effect during the month. FAS will maintain detailed information about the Administrative Services Fee, Administrative Service Charge and Out of Pocket Expenses paid by each Fund. |
Article 6. Standard of Care and Indemnification.
A. | FAS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. Any person, even though also an officer, director, trustee, partner, employee or agent of FAS, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of FAS hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of FAS, even though paid by FAS. |
B. | FAS shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. |
C. | FAS shall not be responsible for and the Investment Company or Fund shall indemnify and hold FAS, including its officers, directors, shareholders and their agents, employees and affiliates, harmless against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to: |
1. | The acts or omissions of any custodian, adviser, sub-adviser, fund accountant, distributor, transfer agent or other party contracted by or approved by the Investment Company or Fund. |
2. | The reliance on or use by FAS or its agents or subcontractors of information, records and documents in proper form which: |
(a) are received by FAS or its agents or subcontractors from any adviser, sub-adviser, fund accountant, distributor, transfer agent or other third party contracted by or approved by the Investment Company or Fund for use in the performance of services under this Agreement; or
(b) have been prepared and/or maintained by the Investment Company or its affiliates or any other person or firm on behalf of the Investment Company.
3. | The reliance on, or the carrying out by FAS or its agents or subcontractors of a Proper Instruction of the Investment Company or the Fund. |
“Proper Instruction” means a writing signed or initialed by one or more person or persons as the Board shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions will be deemed to be Proper Instructions if (a) FAS reasonably believes them to have been given by a person previously authorized in Proper Instructions to give such instructions with respect to the transaction involved, and (b) the Investment Company, or the Fund, and FAS promptly cause such oral instructions to be confirmed in writing. Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that the Investment Company, or the Fund, and FAS are satisfied that such procedures afford adequate safeguards for the Fund's assets. Proper Instructions may only be amended in writing.
4. | The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state. |
5. | Any untrue statement or alleged untrue statement of a material fact contained in the Investment Company’s registration statement, any prospectus or statement of additional information (“SAI”) (as from time to time amended or supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Investment Company about FAS by or on behalf of FAS expressly for the use in the registration statement, any prospectus or SAI, or any amendment or supplement thereof. |
Provided, however, that FAS shall not be protected by this Article 6.C. from liability for any act or omission resulting from FAS's willful misfeasance, bad faith, gross negligence in the performance of or reckless disregard of its duties under this Agreement.
D. | At any time FAS may apply to any officer of the Investment Company or Fund for instructions, and may consult with legal counsel or the Investment Company’s independent accountants with respect to any matter arising in connection with the services to be performed by FAS under this Agreement, and FAS and its agents or subcontractors shall not be liable and shall be indemnified by the Investment Company or the appropriate Fund for any action reasonably taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel or independent accountant provided such action is not in violation of applicable federal or state laws or regulations. |
E. | The Investment Company or Fund shall not be responsible for and FAS shall indemnify and hold the Investment Company or Fund harmless against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to FAS’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or reckless disregard by it of its duties under this Agreement. |
F. | In order that the indemnification provisions contained in this Article 6 shall apply, upon the assertion of a claim for which any party may be required to indemnify another, the party seeking indemnification (the “Claimant”), shall promptly notify the indemnifying party (the “Indemnifier”) of such assertion. It is further understood that each party will use all reasonable care to identify and notify the Indemnifier promptly concerning any situation that presents or appears likely to present the probability of such a claim for indemnification against the Indemnifier, provided that the failure to give notice as required by this paragraph 6.F. in a timely fashion shall not result in a waiver of any right to indemnification hereunder unless the Indemnifier is prejudiced thereby and then only to the extent of such prejudice. The Claimant shall permit the Indemnifier to assume the defense of any such claim or any litigation resulting from it, provided that Indemnifier’s counsel that is conducting the defense of such claim or litigation shall be approved by the Claimant (which approval shall not be unreasonably withheld), and that the Claimant may participate in such defense at its expense. |
The Indemnifier, in the defense of any such claim or litigation, shall not, without the consent of the Claimant, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the alleging party or plaintiff to the Claimant of a release from all liability in respect to such claim or litigation.
Article 7. Assignment.
A. | This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. |
B. | FAS may, without further consent on the part of the Investment Company, assign its rights and obligations under this Agreement to any entity ultimately controlled by Federated Investors, Inc. |
C | Except as provided in Paragraph 7.B., FAS may not assign its rights and obligations under this Agreement, whether directly or by operation of law, without the prior written consent of the Investment Company, which consent may not be unreasonably withheld. |
Article 8. Representations and Warranties.
FAS represents and warrants to the Investment Company that:
1. | It is a statutory trust duly organized and existing and in good standing under the laws of the state of Delaware; |
2. | It is duly qualified to carry on its business in each jurisdiction where the nature of its business requires such qualification, and in the state of Delaware; |
3. | It is empowered under applicable laws and by its Declaration of Trust and by-laws to enter into and perform this Agreement; and |
4. | All requisite corporate proceedings have been taken to authorize it to enter into and perform its obligations under this Agreement. |
Article 9. Term and Termination of Agreement.
A. | This Agreement shall be effective from the date set forth above and shall continue indefinitely with respect to each Investment Company and Fund until terminated as follows: |
1. | the Agreement may be terminated by FAS at any time, without payment of any penalty, upon eighteen (18) months’ written notice to the Investment Company; |
2. | the Agreement may be terminated by the Investment Company at any time, without payment of any penalty, upon eighteen (18) months’ written notice to FAS; however, in the event, of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties by FAS, the Investment Company may terminate the Agreement upon 60 days’ written notice to FAS, provided that FAS has not cured such willful misfeasance, bad faith, gross negligence or reckless disregard of its duties within the 60 day period of such notice of termination. |
B. | The termination of this Agreement with respect to one Investment Company or Fund shall not result in the termination of this Agreement with respect to any other Investment Company or Fund. Investment Companies that merge or dissolve during the term of the Agreement, shall, upon payment of all outstanding fees and Out of Pocket Expenses, cease to be a party on the effective date of such merger or dissolution. |
C. | Articles 6 and 19, 20, 21 and 22 shall survive the termination of this Agreement. |
Article 10. Amendment.
This Agreement may be amended or modified only by a written agreement executed by both parties.
Article 11. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, FAS and the Investment Company may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of any charter document.
Article 12. Governing Law.
This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflicts or choice of laws rule or provision that would result in the application of the domestic substantive laws of any other jurisdiction.
Article 13. Notices.
Except as otherwise specifically provided herein, notices and other writings delivered or mailed postage prepaid to the Investment Company at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086, or to FAS at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to such other address as the Investment Company or FAS may hereafter specify, shall be deemed to have been properly delivered or given hereunder to the respective address.
Article 14. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original.
Article 15. Merger of Agreement.
This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject hereof whether oral or written.
Article 16. Successor Administrator.
If a successor Administrator for the Investment Company shall be appointed by the Investment Company, FAS shall upon termination of this Agreement deliver to such successor Administrator at the office of FAS all properties of the Investment Company held by it hereunder. If no such successor Administrator shall be appointed, FAS shall at its office upon receipt of Proper Instructions deliver such properties in accordance with such instructions.
Each Fund will bear all out-of-pocket expenses arising from the transition of Administrative Services to a successor Administrator, including without limitation the expenses of moving or transmitting materials to the successor Administrator.
Article 17. Force Majeure.
If either party is unable to carry out any of its obligations under this Agreement because of conditions beyond its reasonable control, including, but not limited to, acts of war or terrorism, work stoppages, fire, civil disobedience, delays associated with hardware malfunction or availability, riots, rebellions, storms, electrical failures, acts of God, and similar occurrences (“Force Majeure”), this Agreement will remain in effect and the non-performing party’s obligations shall be suspended without liability for a period equal to the period of the continuing Force Majeure (which such period shall not exceed fifteen (15) business days), provided that:
1. | the non-performing party gives the other party prompt notice describing the Force Majeure, including the nature of the occurrence and its expected duration and, where reasonably practicable, continues to furnish regular reports with respect thereto during the period of Force Majeure; |
2. | the suspension of obligations is of no greater scope and of no longer duration than is required by the Force Majeure; |
3. | no obligations of either party that accrued before the Force Majeure are excused as a result of the Force Majeure; and |
4. | the non-performing Party uses reasonable efforts to remedy its inability to perform as quickly as possible. |
Article 18. Severability.
In the event any provision of this Agreement is held illegal, void or unenforceable, the balance shall remain in effect.
Article 19. Limitations of Liability of the Board and Shareholders of the Investment Company.
The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.
Article 20. Limitations of Liability of Trustees and Shareholders of the Company.
The execution and delivery of this Agreement have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of FAS, but bind only the property of FAS, as provided in FAS’s Declaration of Trust.
Article 21. Confidential Information.
A. Definition. Each party shall safeguard and hold confidential from disclosure to unauthorized parties all Confidential Information of the other party. For purposes of this Article, “Confidential Information” shall mean any and all non-public information which is in any way connected with, derived from or related to the business of the other party which is either designated as confidential or which, by its nature or under the circumstances surrounding its disclosure, reasonably ought to be treated as confidential, and any notes, memoranda, analyses compilations, studies and other documents, whether prepared by the party or others, to the extent they contain or otherwise reflect such information.
B. Exceptions. Confidential Information shall not include information to the extent such information (i) is already known to the receiving party free of any restriction at the time obtained, including information in the public domain; (ii) is subsequently learned from an independent third party free of restriction; (iii) becomes publicly known through no breach of this Article; or (iv) is independently developed by one party without reference to information which is confidential.
C. Security. Each party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information.
D. Use of Information. Confidential Information may be disclosed, reproduced, used, summarized or distributed only as necessary in the ordinary course of business to provide the services identified in the Agreement, and only as otherwise provided hereunder or as specifically required or permitted by applicable law.
Article 22. Privacy.
A. | The Investment Company may disclose shareholder/customer non-public information (“NPI”) to FAS as agent of the Investment Company and solely in furtherance of fulfilling FAS’s contractual obligations under this Agreement in the ordinary course of business to support the Investment Company and its shareholders. |
B. | FAS hereby agrees to be bound to use and redisclose such NPI (i) for the limited purpose of fulfilling its duties and obligations under this Agreement; (ii) as permitted under Regulation S-P; and (iii) as required by any applicable federal or state law or regulation or request of or by any governmental or regulatory authority or self-regulatory organization having jurisdiction over FAS or the Investment Company. |
C. | FAS represents and warrants that it has implemented, and will continue to carry out for the term of this Agreement, policies and procedures in compliance with all applicable laws and regulations regarding the privacy of shareholder information which are reasonably designed to: |
1. | insure the security and confidentiality of records and NPI of Investment Company shareholders/customers, including but not limited to encrypting such information as required by applicable federal and state laws or regulations; |
2. | protect against any anticipated threats or hazards to the security or integrity of Investment Company customer records and NPI; and |
3. | protect against unauthorized access to or use of such Investment Company customer records or NPI that could result in substantial harm or inconvenience to any Investment Company customer. |
Article 23. Further Assurance.
Each party agrees to promptly sign all documents and take any additional actions reasonably requested by the other to accomplish the purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers, as of the day and year first above written.
INVESTMENT COMPANIES |
(listed on Exhibit A hereto) |
|
By: /s/ J. Christopher Donahue |
Name: J. Christopher Donahue |
Title: President |
FEDERATED ADMINISTRATIVE SERVICES |
|
By: /s/ Peter J. Germain |
Name: Peter J. Germain |
Title: President |
Second Amended and Restated Agreement for Administrative Services
EXHIBIT A
This contract is for Federated Funds only.
(Revised as of June 1, 2021
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 | ||
12/1/20 | Federated Hermes Conservative Microshort Fund | Class A Shares | |
12/1/20 | Institutional Shares | ||
12/1/20 | Federated Hermes Conservative Municipal Microshort Fund | Class A Shares | |
12/1/20 | Institutional 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 | Institutional Shares | ||
6/1/17 | Service Shares | ||
3/1/21 | ** | Federated Hermes MDT Market Neutral Fund | Class A Shares |
3/1/21 | Institutional 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 | ||
3/1/16 | Class R6 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 | ||
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 | ||
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 | ||
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 | ||
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 | ||
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 | ||
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 | ||
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 | ||
3/1/12 | 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 | ||
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 | ||
3/1/09 | 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 | ||
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 | ||
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 | ||
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 | ||
3/1/12 | 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 | ||
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 | ||
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 |
||
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 | ||
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 | ||
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 | ||
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 | ||
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 | ||
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 | ||
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 | ||
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 | ||
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 Core Bond Fund (formerly, Federated Hermes Select Total Return Bond Fund) | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Class A Shares | ||
6/1/21 | Class R6 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 | ||
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 | ||
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 | ||
3/1/08 | 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 |
** Not effective yet
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 28 (h) (4) under
Form N-1A
Exhibit (10) under Item 601/REG. S-K
FUND ACCOUNTING AGREEMENT
THIS AGREEMENT dated as of March 1, 2011 is made, severally and not jointly (except that the parties agree that the calculation required by paragraph 31 hereunder shall be joint and not several) by and between the registered investment companies listed on Schedule I to this Agreement, as it may be amended from time to time (each stand-alone registered investment company and each series company of a registered investment company a “Fund” and collectively the “Funds”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business, having its principal place of business at One Wall Street, New York, New York 10286 (hereinafter called the “Bank”).
WITNESSETH:
In consideration of the mutual agreements herein contained, the Funds and the Bank hereby agree as follows:
1. The Funds hereby appoint the Bank to perform the duties hereinafter set forth.
2. The Bank hereby accepts appointment and agrees to perform the duties hereinafter set forth.
3. Subject to the provisions of paragraphs 4 and 5 below, the Bank shall compute the net asset value per share of each class of shares of each Fund listed on Schedule I hereto (all references to “Fund” shall be deemed to include all classes of the Fund) and shall value the securities held by each Fund (the “Securities”) at such times and dates and in the manner specified in the then currently effective registration statement or offering memorandum (the “Offering Materials”) of each Fund, except that notwithstanding any language in the Offering Materials, in no event shall the Bank be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for each Fund. However, the Bank agrees to incorporate into its calculation of a Fund’s net asset value any price or factor given by a Fund or by a third party valuation service upon instruction by a Fund.
4. To the extent valuation of Securities or computation of a Fund’s net asset value as specified in the Fund’s then currently effective Offering Materials is at any time inconsistent with any applicable laws or regulations, the Fund shall immediately so notify the Bank in writing and thereafter shall either furnish the Bank at all appropriate times with the values of such Securities and each Fund’s net asset value, or subject to the prior approval of the Bank, instruct the Bank in writing to value the Securities and compute each Fund’s net asset value in a manner which the Fund then represents in writing to be consistent with all applicable laws and regulations. A Fund may also from time to time, subject to the prior approval of the Bank, instruct the Bank in writing to compute the value of the Securities or a Fund’s net asset value in a manner other than as specified in paragraph 3 of this Agreement. By giving such instruction, the Fund shall be deemed to have represented that such instruction is consistent with all applicable laws and regulations and the then currently effective Offering Materials of the Fund. The Fund shall have sole responsibility for determining the method of valuation of Securities and the method of computing each Fund’s net asset value.
5. The Fund shall furnish the Bank with any and all instructions, explanations, information, specifications and documentation as deemed reasonably necessary by the Bank in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund’s liabilities and expenses. The Bank shall not be required to include as a Fund’s liabilities and expenses, nor as a reduction of net asset value, any accrual for any federal, state, or foreign income taxes unless the Fund shall have specified to the Bank the precise amount of the same to be included in liabilities and expenses or used to reduce net asset value. In calculating the prices for Securities the Bank will use the price services authorized by an authorized person for a Fund listed on Appendix B to this Agreement (“Authorized Persons List”). Such authorized person shall provide the list of authorized pricing services to the Bank in a writing signed by such authorized person substantially in the form of Appendix C to this Agreement. The Bank shall be entitled to rely on the last Appendix C signed by an authorized person actually received by the Bank. A Fund shall also furnish the Bank with bid, offer, or market values of Securities if the Bank notifies the Fund that same are not available to the Bank from a Fund’s Authorized Pricing Services. At any time and from time to time, a Fund also may furnish the Bank with bid, offer, or market values of Securities and instruct the Bank to use such information in its calculations hereunder.
6. The Bank shall advise the Fund, the Fund’s custodian and the Fund’s transfer agent of the net asset value of each Fund upon completion of the computations required to be made by the Bank pursuant to this Agreement.
7. The Bank shall, as agent for the Fund, maintain and keep current the books, accounts and other documents, if any, and perform the additional duties, listed in Appendix A hereto and made a part hereof, as such Appendix A may be amended from time to time. Such books, accounts and other documents shall be made available upon reasonable request for inspection by officers, employees and auditors of a Fund during the Bank’s normal business hours, and shall be preserved for a period of seven (7) years. The Bank and the Fund’s intend to enter into a Service Level Guidelines Agreement (“SLA”), that may be amended from time to time by the parties, that will outline the Fund’s expectations with respect to specific services to be provided by the Bank and the operational mechanics of providing such services.
8. All records maintained and preserved by the Bank pursuant to this Agreement which a Fund is required to maintain and preserve in accordance with the above-mentioned Rules shall be and remain the property of a Fund and shall be surrendered to a Fund promptly upon request in the form in which such records have been maintained and preserved. Upon reasonable request of a Fund, the Bank shall provide in hard copy or electronic format, whichever the Bank shall elect, any records included in any such delivery which are maintained by the Bank on a computer disc, or are similarly maintained, and a Fund shall reimburse the Bank for its expenses of providing the same.
9. The Bank, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all instructions, explanations, information, specifications and documentation furnished to it by the Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such instructions, explanations, information, specifications or documentation, including, without limitation, evaluations of Securities; the amounts or formula for calculating the amounts and times of accrual of a Fund’s liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of Securities; the amounts receivable or amounts payable for the sale or redemption of Fund shares effected by or on behalf of the Fund. In the event the Bank’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of Securities or other assets, or accruals of interest or earnings thereon, from Authorized Pricing Services, the Bank shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information.
10. The Bank shall not be required to inquire into any valuation of Securities or other assets by a Fund or any third party described in preceding paragraph 9 hereof, even though the Bank in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers.
11. The Bank, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by a Fund.
12. The Bank shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions; loss, malfunctions of utilities or communication services, accidents; labor disputes; acts of civil or military authority or governmental actions. Nor shall the Bank be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than the Bank to supply any instructions, explanations, information, specifications or documentation deemed reasonably necessary by the Bank in the performance of its duties under this Agreement.
13. No provision of this Agreement shall prevent the Bank from offering services similar or identical to those covered by this Agreement to any other corporations, associations or entities of any kind. Any and all operational procedures, techniques and devices developed by the Bank in connection with the performance of its duties and obligations under this Agreement, including those developed in conjunction with a Fund, shall be and remain the property of the Bank, and the Bank shall be free to employ such procedures, techniques and devices in connection with the performance of any other contract with any other person whether or not such contract is similar or identical to this Agreement.
14. The Bank may, with respect to questions of law, apply to and obtain the advice and opinion of counsel to the independent trustees of a Fund or counsel that is mutually agreed upon by a Fund and Bank and shall be entitled to rely on the advice or opinion of such counsel.
15. The Bank shall be entitled to rely upon any oral instructions received by the Bank and reasonably believed by the Bank to be given by or on behalf of a Fund, even if the Bank subsequently receives written instructions contradicting such oral instructions. The books and records of the Bank with respect to the content of any oral instruction shall be binding and conclusive.
16. Notwithstanding any other provision in this Agreement, the Bank shall have no duty or obligation with respect to, including without limitation, any duty or obligation to determine, or advise or notify a Fund of: (a) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund; (b) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (c) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to its shareholders; or (d) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto.
17. The Bank shall be held to a standard of reasonable care in carrying out the provisions of this Agreement except as otherwise provided in this Agreement. The Bank shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Fund, or for any delays caused by circumstances beyond the Bank’s control, unless such loss, damage or expense arises out of the negligence or willful misconduct of the Bank. In no event shall the Bank be liable to the Funds or any third party for special, indirect, or consequential damages, or for lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action.
18. Without limiting the generality of the foregoing, the Fund shall indemnify the Bank against and save the Bank harmless from any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following:
(a) Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to the Bank by any third party described in preceding paragraph 9 hereof or by or on behalf of a Fund;
(b) Action or inaction taken or omitted to be taken by the Bank pursuant to written or oral instructions of the Fund or otherwise without negligence or willful misconduct;
(c) Any action taken or omitted to be taken by the Bank in good faith in accordance with the advice or opinion of counsel for the independent trustees of a Fund;
(d) Any improper use by a Fund or its agents, distributor or investment advisor of any valuations or computations supplied by the Bank pursuant to this Agreement;
(e) The method of valuation of the Securities, provided that such valuation is carried out in accordance with preceding paragraph 5 of this Agreement, and the method of computing each Fund’s net asset value; or
(f) Any valuations of Securities or net asset value provided by the Fund.
19. In consideration for all of the services to be performed by the Bank as set forth herein the Bank shall be entitled to receive reimbursement for all out-of-pocket expenses and such compensation as may be agreed upon in writing from time to time between the Bank and the Fund.
20. Attached hereto as Appendix B is a list of persons duly authorized to give any written or oral instructions, or written or oral specifications, by or on behalf of the Fund. From time to time the Fund may deliver a new Appendix B to add or delete any person and the Bank shall be entitled to rely on the last Appendix B actually received by the Bank.
21. The Fund represents and warrants to the Bank that it has all requisite power to execute and deliver this Agreement, to give any written or oral instructions contemplated hereby, and to perform the actions or obligations contemplated to be performed by it hereunder, and has taken all necessary action to authorize such execution, delivery, and performance.
22. The Bank represents and warrants to each Fund that:
(a) it has all requisite powers to execute and deliver this Agreement and to perform the actions or obligations contemplated to be performed by it hereunder, and has taken all necessary action to authorize such execution, delivery and performance;
(b) it is conducting its business in material compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted.
(c) In connection with the Funds’ obligations under Rule 38a-1 of the Investment Company Act of 1940, as amended (the “1940 Act”) the Bank agrees as follows:
(1) the Bank agrees to reasonably cooperate with the Funds and the Funds’ Chief Compliance Officer in the administration of the Funds’ compliance program (“Compliance Program”) as required by the Securities and Exchange Commission (“SEC”);
(2) the Bank has implemented and maintains policies and procedures reasonably designed to prevent, detect and promptly correct any violations of Federal Securities Laws with respect to services the Bank provides to the Funds (“Compliance Procedures”);
(3) the Bank will provide summaries of such Compliance Procedures that may affect in any material respect, the services provided hereunder by the Bank to the Funds;
(4) the Bank periodically reviews the adequacy of such Compliance Procedures and the effectiveness of their implementation and upon the request of a Fund, will provide the then current summaries of internal Compliance Procedures between such reviews;
(5) in the event that an officer or employee of the Bank administering this Agreement has actual knowledge of the occurrence of a “Material Compliance Matter” (as defined in Rule 38a-1(e)(2)) which the Bank reasonably believes is related to or will affect the Fund, the Bank will, if permitted by law and the Bank’s regulators, notify the Fund of such occurrence;
(6) except where prohibited by law, regulations or rule or as may be directed or instructed by the Bank’s regulators, the Bank agrees to notify the Funds following quarter-end of any inspections by, or other inquiries received from, the SEC or any other regulatory or law enforcement agency after the date of this certification, which relate to the services provided by the Bank to the Funds hereunder. For the avoidance of doubt, such notification obligation shall be satisfied if the notice is contained in any publicly available regulatory filing.
(d) The Bank will maintain throughout the term of this Agreement, such contingency plans as it reasonably believes to be necessary and appropriate to recover its operations from the occurrence of a disaster and which are consistent with any statute or regulations to which it is subject that imposes business resumption and contingency planning standards. The Bank agrees to provide the Funds with a summary of its contingency plan as it relates to the systems used to provide the services hereunder and to provide the Funds with periodic updates of such summary upon the Funds’ reasonable request.
(e) The Bank shall perform the services listed in Appendix A hereto, as such Appendix A may be amended from time to time.
23. This Agreement shall not be assignable by a Fund without the prior written consent of the Bank, or by the Bank without the prior written consent of each Fund.
24. This Agreement shall become effective on the date first written above and shall remain in full force and effect for a period of four (4) years from the effective date of the Agreement (the “Initial Term”) and shall automatically continue in full force and effect after such Initial Term unless either party terminates this Agreement by written notice to the other party at least six (6) months prior to the expiration of the Initial Term. Additionally, if the Bank (or any of its affiliates) engages in (i) any act or omission which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, which upon notice the Bank has not cured within 5 business days or (ii) any act or omission which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement, then each Fund shall have the right to immediately terminate this Agreement.
25. Either party may terminate this Agreement at any time after the Initial Term upon at least ninety (90) days prior written notice to the other party. Upon the date set forth in such notice, the Bank shall deliver to the Fund all records then the property of the Fund and, upon such delivery, the Bank shall be relieved of all duties and responsibilities under the Agreement.
26. This Agreement may not be amended or modified in any manner except by written agreement executed on behalf of both parties hereto.
27. All laws and rules of construction of the State of New York (other than those relating to choice of laws) shall govern the rights, duties and obligations of the parties hereto. The Fund and the Bank hereby consent to the exclusive jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Fund hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Fund and the Bank each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
28. The performance and provisions of this Agreement are intended to benefit only the Bank and each Fund, and no rights shall be granted to any other person by virtue of this Agreement.
29. The Bank hereby represents and warrants that it has implemented and shall maintain appropriate measures designed to satisfy the requirements of federal and New York law applicable to the Bank with respect to the confidentiality of the portfolio holdings and transactions of each Fund. Upon request, the Bank shall annually make available to each such Fund such summaries or audit reports, including any SAS 70 report, as the Bank generally makes available to its similar customers.
30. The Bank is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of those registered investment companies which are business trusts and agrees that the obligations and liabilities assumed by a registered investment company or any Fund pursuant to this Agreement, including without limitation, any obligations or liability to indemnify the Bank, shall be limited in any case to the relevant Fund and its assets and that the Bank shall not seek satisfaction of any such obligation from the shareholders of the relevant Fund, from any other Fund nor its shareholders, from the Trustees, Officers, employees or agents of the registered investment company or Fund, or any of them. In addition, in connection with the discharge and satisfaction of any claim made by the Bank involving more than one Fund, the Trustees or Officers of such Funds shall have the exclusive right to determine the appropriate allocations of liability for any claim between or among the Funds.
31. [ ]
Each of the registered investment companies or series thereof listed on Schedule I to this Agreement
By:_/s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
Attest:_not attested
THE BANK OF NEW YORK MELLON
By: /s Andrew Pfeifer
Name: Andrew Pfeifer
Title: Vice President
Attest:_not attested
APPENDIX A TO FUND ACCOUNTING AGREEMENT
BETWEEN
THE BANK OF NEW YORK MELLON
AND
THE FEDERATED FUNDS
I. The Bank of New York Mellon (the “Bank”), as agent for The Federated Funds (the “Fund”), shall maintain the following records on a daily basis for each Fund.
1. Report of priced portfolio securities
2. Statement of net asset value per share
II. The Bank shall maintain the following records on a monthly basis for each Fund:
1. General Ledger
2. General Journal
3. Cash Receipts Journal
4. Cash Disbursements Journal
5. Subscriptions Journal
6. Redemptions Journal
7. Accounts Receivable Reports
8. Accounts Payable Reports
9. Open Subscriptions/Redemption Reports
10. Transaction (Securities) Journal
11. Broker Net Trades Reports
III. The Bank shall prepare a Holdings Ledger on a quarterly basis, and a Buy-Sell Ledger (Broker’s Ledger) on a semiannual basis for each Fund
The above reports may be printed according to any other required frequency to meet the requirements of the Internal Revenue Service, the Securities and Exchange Commission and the Fund’s Auditors.
IV. For internal control purposes, the Bank uses the Account Journals provided by The Bank of New York Mellon Custody System to record daily settlements of the following for each Fund:
1. Securities bought
2. Securities sold
3. Interest received
4. Dividends received
5. Capital stock sold
6. Capital stock redeemed
7. Other income and expenses
All portfolio purchases for the Fund are recorded to reflect expected maturity value and total cost including any prepaid interest.
V. The Bank shall monitor the triggers used to determine when the ITG fair value pricing procedures may be invoked, as further detailed in the SLA, and inform the appropriate Federated personnel that triggers had been met.
VI. The Bank shall complete monthly preferred shares “asset coverage” test (as that term is defined in Section 18(h) of the Investment Company Act of 1940, as amended) following the compliance procedures contained in the SLA, as such SLA may be amended from time to time by mutual agreement of the parties (the “Compliance Procedures”).
VII. The Bank shall complete monthly preferred shares basic maintenance amount test for Fitch Ratings, Ltd. (“Fitch”) following the Compliance Procedures.
VIII. The Bank shall complete monthly preferred shares basic maintenance amount test for Moody’s Investors Service, Inc. (“Moody’s”) following the Compliance Procedures.
APPENDIX B
The Authorized Persons List, as amended from time to time, is hereby incorporated by reference.
CERTIFICATE OF AUTHORIZED
PERSONS
[ ]
APPENDIX C
FAIR PRICING AUTHORIZATION MATRIX
[ ]
SCHEDULE I
(UPDATED AS OF 8/1/12)
A. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Securities Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Emerging Market Debt Fund
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Prudent Absolute Return Fund (formerly, Federated Market Opportunity Fund)
Federated MDT Stock Trust
Federated Muni and Stock Advantage Fund
Federated Prudent DollarBear Fund
Federated Unconstrained Bond Fund
SCHEDULE II
Accounting, Administration and Custody Fee Schedule
Effective March 1, 2011
[ ]
SCHEDULE III
Security Pricing Fee Rate Card | ||||
(per day per security) | ||||
Vendor | Asset Type | Asset Group | Daily Fee | |
StatPro (FRI) | Fixed | FOREIGN BOND | 0.80 | |
JP Morgan (Bear Stearns PricingDirect) | Derivatives | CR.DEFAULT SWAPS | 4.00 | |
INT.RATE. SWAPS | 0.50 | |||
SWAPTION | 1.00 | |||
Fixed | CMO | 2.00 | ||
FHLMC | 0.80 | |||
FNMA | 0.80 | |||
FOREIGN BOND | 0.80 | |||
INTEREST ONLY BOND | 0.80 | |||
MORTGAGE RELATED | 0.80 | |||
CORPORATE BOND | 0.40 | |||
INFLATION INDEX | 0.40 | |||
PRINCIPAL ONLY BOND | 0.40 | |||
GNMA1 | 0.25 | |||
GNMA2 | 0.25 | |||
GOVERNMENT BOND | 0.25 | |||
TREASURY BILL | 0.25 | |||
TREASURY BOND | 0.25 | |||
TREASURY NOTE | 0.25 | |||
IDC | Derivatives | FUTURE | 0.15 | |
OPTION | 0.15 | |||
SWAPTIONS | 0.10 | |||
Equity | FOREIGN STOCK | 0.50 | ||
EQUITY(COMMON STOCK) | 0.15 | |||
MUTUAL FUND | 0.15 | |||
PREFERRED STOCK | 0.15 | |||
RIGHT | 0.15 | |||
WARRANTS | 0.15 | |||
Fixed | FOREIGN BOND | 1.11 | ||
MORTGAGE RELATED | 0.89 | |||
CONVERTIBLE BOND | 0.56 | |||
CORPORATE BOND | 0.56 | |||
DEMAND NOTE | 0.56 | |||
FHLMC | 0.56 | |||
FNMA | 0.56 | |||
GNMA1 | 0.56 | |||
GNMA2 | 0.56 | |||
GOVERNMENT BOND | 0.56 | |||
INFLATION INDEX | 0.56 | |||
INTEREST ONLY BOND | 0.56 | |||
PRINCIPAL ONLY BOND | 0.56 | |||
STEPPED BOND | 0.56 | |||
TREASURY BILL | 0.56 | |||
TREASURY BOND | 0.56 | |||
TREASURY NOTE | 0.56 | |||
Money Market | CERTIFICATE OF DEPOSIT | 0.56 | ||
COMMERCIAL PAPER | 0.56 | |||
MONEY MARKET | 0.56 | |||
JJ Kenny | Money Market | MONEY MARKET | 0.28 | |
Muni | MUNICIPAL BOND | 0.60 | ||
Markit Partners | Derivatives | Cr. Df. Swap In.Tranche | 4.55 | |
Swaption on CDS | 3.48 | |||
Swaption on CDX | 3.48 | |||
CMBX Index Swap | 2.27 | |||
CDSwap Single Name ABS | 2.27 | |||
ABX Index Swap | 2.27 | |||
Volatility Swap | 2.17 | |||
Interest Rate Swaption | 1.52 | |||
Cr.Df.Swap Single Name | 1.52 | |||
Cr. Default Swap Index | 1.52 | |||
Swaption on IRS | 1.45 | |||
Option | 1.27 | |||
Index Option | 1.27 | |||
Equity Option | 1.27 | |||
Debt Option | 1.27 | |||
Total Return Swap | 1.14 | |||
FX / Currency Option | 0.99 | |||
Zero Coupon IR Swap | 0.99 | |||
Currency Swap | 0.61 | |||
Interest Rate Swap | 0.61 | |||
Muller (IDC) | Fixed | CORPORATE BOND | 0.56 | |
DEMAND NOTE | 0.56 | |||
FHLMC | 0.56 | |||
FNMA | 0.56 | |||
FOREIGN BOND | 1.11 | |||
GOVERNMENT BOND | 0.56 | |||
MORTGAGE RELATED | 0.89 | |||
TREASURY BILL | 0.56 | |||
TREASURY BOND | 0.56 | |||
TREASURY NOTE | 0.56 | |||
Money Market | CERTIFICATE OF DEPOSIT | 0.56 | ||
COMMERCIAL PAPER | 0.56 | |||
MONEY MARKET | 0.56 | |||
TIME DEPOSITS | 0.56 | |||
Muni | MUNICIPAL BOND | 0.61 | ||
Reuters | Derivatives | FUTURE/OPTIONS | 0.10 | |
Equity | EQUITY(COMMON STOCK) | 0.08 | ||
FOREIGN STOCK | 0.10 | |||
PREFERRED STOCK | 0.08 | |||
WARRANTS | 0.08 | |||
Fixed | CONVERTIBLE BOND | 0.50 | ||
CORPORATE BOND | 0.30 | |||
FHLMC | 0.15 | |||
FNMA | 0.15 | |||
FOREIGN BOND | 0.40 | |||
GNMA1 | 0.30 | |||
GNMA2 | 0.30 | |||
GOVERNMENT BOND | 0.15 | |||
INFLATION INDEX | 0.10 | |||
MORTGAGE RELATED | 0.50 | |||
TREASURY BILL | 0.15 | |||
TREASURY BOND | 0.15 | |||
TREASURY NOTE | 0.15 | |||
Money Market | MONEY MARKET | 0.08 |
FIRST AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS FIRST AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and Bank desire to amend the Agreement subject to the terms and conditions set forth herein; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Schedule I to the Agreement is hereby amended and updated to add the following Funds, effective March 25, 2011:
Muni Fixed Income Funds:
· | Federated Municipal Ultrashort Fund, a portfolio of Federated Fixed Income Securities, Inc. |
· | Federated Premier Municipal Income Fund |
· | Federated Premier Intermediate Municipal Income Fund |
· | Federated Short-Intermediate Duration Municipal Trust |
Other Funds:
· | Federated Muni and Stock Advantage Fund, a portfolio of Federated Income Securities Trust |
· | Federated International Bond Fund, a portfolio of Federated International Series, Inc. |
· | Federated International Bond Strategy Portfolio, a portfolio of Federated Managed Pool Series |
· | Federated Emerging Market Debt Fund, a portfolio of Federated World Investment Series, Inc. |
· | Federated Prudent DollarBear Fund, a portfolio of Federated Income Securities Trust |
· | Federated InterContinental Fund, a portfolio of Federated Equity Funds |
· | Federated International Leaders Fund, a portfolio of Federated World Investment Series, Inc. |
· | Federated International Small-Mid Company Fund, a portfolio of Federated World Investment Series, Inc. |
· | Federated International Strategic Value Dividend Fund, a portfolio of Federated Equity Funds |
2. The Agreement shall remain in full force and effect as amended by this Amendment.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 25, 2011.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Andrew Pfeifer
Title: Vice President
COMPLIANCE SUPPORT SERVICES ADDENDUM
TO |
FUND ACCOUNTING AGREEMENT
This Compliance Support Services Addendum is effective as of May 31, 2012 by and between the investment companies listed on Exhibit 1 to this Addendum (each a “Fund” and collectively, the “Funds”) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).
BACKGROUND:
A. | The Funds and BNY Mellon are parties to a certain Fund Accounting Agreement dated March 1, 2011, as amended (the “Agreement”). |
B. | This Addendum is intended to supplement the Agreement with regard to additional services offered by BNY Mellon and shall be applicable solely to the Funds identified at Exhibit 1 hereto. |
C. | Each Fund hereby instructs BNY Mellon to provide the compliance support services (“Support Services”) described in this Addendum, and BNY Mellon acknowledges such instruction and is willing to provide such Support Services pursuant to the terms set forth herein. |
D. | This Background section is hereby incorporated by reference in and made a part of this Addendum. |
TERMS: |
In consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:
1. | BNY Mellon shall provide, or cause its affiliates to provide, the Support Services, as they are described at Exhibit 2 hereto, subject to all applicable terms and conditions of the Agreement. |
2. | As compensation for providing the Support Services, the Funds shall pay BNY Mellon a fee or fees as may be agreed to from time to time in writing by the parties hereto. |
Each Fund hereby represents and warrants to BNY Mellon that (i) the terms of this Addendum, (ii) the fees and expenses associated with this Addendum and (iii) any benefits accruing to BNY Mellon and/or any affiliate of such Fund relating to this Addendum have been fully disclosed to the Board of Trustees of the Fund and that, if required by applicable law, such Board of Trustees has approved or will approve the terms of this Addendum, any such fees and expenses, and any such fees and expenses, and any such benefits.
3. | Notwithstanding any provision of this Addendum, the Support Services are not, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person. Neither this Addendum nor the provision of the Support Services establishes or is intended to establish an attorney-client relationship between BNY Mellon and a Fund or any other person. |
4. | While BNY Mellon, when providing certain of the Support Services, may identify out-of-compliance conditions, BNY Mellon does not, and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify any or all such conditions. |
5. | The parties hereto acknowledge that all work produced by BNY Mellon in providing the Support Services, and the performance of the Support Services in general, by BNY Mellon pursuant to this Addendum will be a the request and direction of each Fund and Fund’s chief compliance officer (“CCO”). BNY Mellon disclaims liability to the Fund, and the Fund is solely responsible, for the selection, qualifications and performance of the Fund’s CCO and the adequacy and effectiveness of the Fund’s compliance program. |
6. | BNY Mellon shall not be responsible for: (a) delays in the transmission to it by the Funds, the Funds’ adviser and entities unaffiliated with BNY Mellon (collectively, for this Addendum, “Third Parties”) of data required for the Support Services, (b) inaccuracies of, errors in or omissions of, such data provided to it by any Third Party, and (c) review of such data provided to it by any Third Party. This Section 6 is a limitation of responsibility provision for the benefit of BNY Mellon, and shall not be used to imply any responsibility or liability against BNY Mellon. |
7. | Miscellaneous. |
(a) | As hereby supplemented, the Agreement shall remain in full force and effect. In the event of a conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum shall control with respect to the Support Services. |
(b) | This Addendum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to the Addendum shall constitute the valid and binding execution hereof by such party. |
(c) | If any provision or provisions of this Addendum shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. |
(Signature page follows.)
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed by their duly authorized officers designated below on the date and year noted below.
On behalf of each of the Funds indicated on Exhibit 1,
as may be amended from time to time
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Jay F. Nusblatt
Name: Jay F. Nusblatt
Title: Head of U.S. Fund Accounting and Authorized Signer
Effective Date: May 31, 2012
EXHIBIT 1
Fund/Portfolio Name
A. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Municipal Ultrashort Fund
Federated Premier Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated Unconstrained Bond Fund
Federated Market Opportunity Fund
Federated MDT Stock Trust
Federated Muni and Stock Advantage Fund
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated Prudent DollarBear Fund
Federated InterContinental Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
EXHIBIT 2
Compliance Support Services
Description | Frequency |
1. Provision of compliance policies and procedures for each applicable BNY Mellon line of business, summary and regulatory mapping of procedures
2. Certification letter attesting BNY Mellon’s compliance with such policies and procedures.
3. Host the Fund’s CCO at BNY Mellon’s operations location.
4. CCO group meetings with Fund’s CCO and other CCOs on regulatory issues and industry best practices. |
Annually, with interim updates on an as-needed basis.
Quarterly or annually at client’s request.
Annually.
Annually. |
THE BANK OF NEW YORK MELLON
May 31, 2012
The Federated Family of Funds
Re: Compliance Support Services Fees
Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to be paid to The Bank of New York Mellon (“BNY Mellon”) under the terms of the Compliance Support Services Addendum dated on or about the date hereof (the “Addendum”) to the Fund Accounting Agreement dated March 1, 2011, as amended (the “Agreement”) between the investment companies listed on Exhibit 1 thereto (each a “Fund” and collectively, the “Funds”) and BNY Mellon for compliance support services provided to or on behalf of the Funds as set forth on Exhibit 2 to the Addendum. The fee for the compliance support services set forth on such Exhibit 2 to the Addendum shall be $5,000 per year for the fund accounting and financial reporting service line. This fee shall be allocated evenly among the Funds.
Such fees are in addition to, and in no way affect, other fees to which the parties hereto have agreed (or in the future agree) with respect to the Agreement or any amendment thereto.
All services provided pursuant to the Addendum are provided subject to reimbursement of BNY Mellon’s out-of-pocket expenses. Out-of-pocket expenses are assessed at cost and include, but are not limited to, independent compliance reviews, overnight express charges, travel costs, transmission expenses, and all other miscellaneous fees incurred on behalf of the Funds in connection with such services.
If the foregoing accurately sets forth our agreement regarding the fees for the services referred to herein and you intend to be legally bound hereby, please execute a copy of this letter and return it to BNY Mellon.
Very truly yours, | |
THE BANK OF NEW YORK MELLON | |
By: Jay F. Nusblatt | |
Name: Jay F. Nusblatt | |
Title: Head of U.S. Fund Accounting and | |
Authorized Signer |
Agreed and accepted:
On behalf of each of the Funds indicated on Exhibit
1 to the Addendum,
as may be amended from time to time.
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
Second amendment never completed.
THIRD AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated June 7, 2005, amended March 25, 2011, December 31, 2012 and April 28, 2014, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to amend the names of certain Funds to Schedule I, effective April 28, 2014; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
2. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of April 28, 2014.
On behalf of each of the Funds indicated on |
Schedule I of the Fund Accounting Agreement, |
as amended from time to time |
By: /s/ Lori A. Hensler |
Name: Lori A. Hensler |
Title: Treasurer |
THE BANK OF NEW YORK MELLON |
By: /s/ Armando Fernandez |
Title: Vice President/Managing Director |
SCHEDULE I
(UPDATED AS OF 4/28/14)
A. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Securities Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Enhanced Treasury Income Fund
Federated Emerging Markets Debt Fund
Federated Emerging Markets Equity Fund (formerly, Federated Global Equity Fund)
Federated InterContinental Fund
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Absolute Return Fund
Federated MDT Stock Trust
Federated Muni and Stock Advantage Fund
Federated Prudent DollarBear Fund
Federated Unconstrained Bond Fund
FOURTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated June 7, 2005, amended March 25, 2011, December 31, 2012, April 28, 2014, and December 1, 2014, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to add certain funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
2. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2014.
On behalf of each of the Funds indicated on |
Schedule I of the Fund Accounting Agreement, |
as amended from time to time |
By: /s/ Lori A. Hensler |
Name: Lori A. Hensler |
Title: Treasurer |
THE BANK OF NEW YORK MELLON |
By: /s/ Armando Fernandez |
Title: Vice President/Managing Director |
SCHEDULE I
(UPDATED AS OF 12/1/14)
A. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Securities Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Markets Debt Fund
Federated Emerging Markets Equity Fund
Federated Enhanced Treasury Income Fund
Federated InterContinental Fund
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Stock Trust
Federated Muni and Stock Advantage Fund
Federated Prudent DollarBear Fund
Federated Unconstrained Bond Fund
FIFTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated June 7, 2005, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to add certain funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
2. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of June 26, 2015.
On behalf of each of the Funds indicated on |
Schedule I of the Fund Accounting Agreement, |
as amended from time to time |
By: /s/ Lori A. Hensler |
Name: Lori A. Hensler |
Title: Treasurer |
THE BANK OF NEW YORK MELLON |
By: /s/ Armando Fernandez |
Title: Vice President/Managing Director |
SCHEDULE I
(UPDATED AS OF 6/25/15)
A. | Money Market Funds |
Federated Automated Government Cash
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Securities Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Markets Debt Fund
Federated Emerging Markets Equity Fund
Federated Enhanced Treasury Income Fund
Federated InterContinental Fund
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Stock Trust
Federated Muni and Stock Advantage Fund
Federated Prudent DollarBear Fund
SIXTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to amend the names to certain Funds and add certain Funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2016.
On behalf of each of the Funds indicated on |
Schedule I of the Fund Accounting Agreement, |
as amended from time to time |
By: _/s/ Lori A. Hensler |
Name: Lori A. Hensler |
Title: Treasurer |
THE BANK OF NEW YORK MELLON |
By: _/s/ Armando Fernandez_ |
Name: Armando Fernandez |
Title: Vice President/Managing Director |
SCHEDULE I
(UPDATED AS OF 12/01/16)
A. | Money Market Funds |
Federated Automated Government Cash
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Securities Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Markets Debt Fund
Federated Emerging Markets Equity Fund
Federated Enhanced Treasury Income Fund
Federated InterContinental Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund (formerly Federated International Bond Fund)
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund (formerly Federated MDT Stock Trust)
Federated Muni and Stock Advantage Fund
Federated Prudent DollarBear Fund
SEVENTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to amend the names to certain Funds and delete certain Funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of August 1, 2017.
On behalf of each of the Funds indicated on |
Schedule I of the Fund Accounting Agreement, |
as amended from time to time |
By: _/s/ Lori A. Hensler |
Name: Lori A. Hensler |
Title: Treasurer |
THE BANK OF NEW YORK MELLON |
By: /a/ Armando Fernandez |
Name: Armando Fernandez |
Title: Vice President/Managing Director |
SCHEDULE I
(UPDATED AS OF 08/1/17)
B. | Money Market Funds |
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Markets Debt Fund
Federated InterContinental Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund *
Federated Muni and Stock Advantage Fund
Federated Prudent DollarBear Fund
*a portfolio of Federated MDT Equity Trust to be effective August 31, 2017.
EIGHTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to remove certain Funds from Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of October 1, 2017.
On behalf of each of the Funds indicated on |
Schedule I of the Fund Accounting Agreement, |
as amended from time to time |
By: __/s/ Lori A. Hensler |
Name: Lori A. Hensler |
Title: Treasurer |
THE BANK OF NEW YORK MELLON |
By: /s/ Armando Fernandez |
Name: Armando Fernandez |
Title: Vice President/Managing Director |
SCHEDULE I
(UPDATED AS OF 10/1/17)
A. | Money Market Funds |
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Markets Debt Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund *
Federated Muni and Stock Advantage Fund
*a portfolio of Federated MDT Equity Trust which became effective August 31, 2017.
NINTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to remove certain Funds from Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of November 1, 2017.
On behalf of each of the Funds indicated on |
Schedule I of the Fund Accounting Agreement, |
as amended from time to time |
By: /s/ Lori A. Hensler |
Name: Lori A. Hensler |
Title: Treasurer |
THE BANK OF NEW YORK MELLON |
By: _/s/ Armando Fernandez___________________ |
Name: Armando Fernandez |
Title: Vice President/Managing Director |
SCHEDULE I
(UPDATED AS OF 11/1/17)
A. | Money Market Funds |
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Markets Debt Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund *
Federated Muni and Stock Advantage Fund
*a portfolio of Federated MDT Equity Trust which became effective August 31, 2017.
TENTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to remove certain Funds from Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2017.
On behalf of each of the Funds indicated on |
Schedule I of the Fund Accounting Agreement, |
as amended from time to time |
By: /s/ Lori A. Hensler |
Name: Lori A. Hensler |
Title: Treasurer |
THE BANK OF NEW YORK MELLON |
By: /s/ Armando Fernandez___________________ |
Name: Armando Fernandez |
Title: Vice President/Managing Director |
SCHEDULE I
(UPDATED AS OF 12/1/17)
A. | Money Market Funds |
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund *
Federated Muni and Stock Advantage Fund
*a portfolio of Federated MDT Equity Trust which became effective August 31, 2017.
ELEVENTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to add certain Funds to and remove certain Funds from Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of September 1, 2018.
On behalf of each of the Funds indicated on |
Schedule I of the Fund Accounting Agreement, |
as amended from time to time |
By:_/s/ Lori A. Hensler |
Name: Lori A. Hensler |
Title: Treasurer |
THE BANK OF NEW YORK MELLON |
By: /s/ Armando Fernandez |
Name: Armando Fernandez |
Title: Vice President/Managing Director |
SCHEDULE I
(UPDATED AS OF 09/01/18)
A. | Money Market Funds |
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes SDG Engagement Equity Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Muni and Stock Advantage Fund
TWELFTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to add certain Funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2018.
On behalf of each of the Funds indicated on |
Schedule I of the Fund Accounting Agreement, |
as amended from time to time |
By: /s/ Deborah M. Molini |
Name: Deborah M. Molini |
Title: Assistant Treasurer |
THE BANK OF NEW YORK MELLON |
By: /s/ Armando Fernandez |
Name: Armando Fernandez |
Title: Vice President/Managing Director |
SCHEDULE I
(UPDATED AS OF 12/01/18)
A. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Muni and Stock Advantage Fund
THIRTEENTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to add certain Funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 1, 2019
On behalf of each of the Funds indicated on |
Schedule I of the Fund Accounting Agreement, |
as amended from time to time |
By: /s/ Deborah M. Molini |
Name: Deborah M. Molini |
Title: Assistant Treasurer |
THE BANK OF NEW YORK MELLON |
By: /s/ Armando Fernandez |
Name: Armando Fernandez |
Title: Vice President/Managing Director |
SCHEDULE I
(UPDATED AS OF 03/01/19)
A. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Muni and Stock Advantage Fund
FOURTEENTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to add certain Funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of April 1, 2019
On behalf of each of the Funds indicated on |
Schedule I of the Fund Accounting Agreement, |
as amended from time to time |
By: /s/ Deborah M. Molini |
Name: Deborah M. Molini |
Title: Assistant Treasurer |
THE BANK OF NEW YORK MELLON |
By: _/s/ Armando Fernandez |
Name: Armando Fernandez |
Title: Vice President/Managing Director |
SCHEDULE I
(UPDATED AS OF 04/01/19)
A. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
Federated Mid-Cap Index Fund
Federated Muni and Stock Advantage Fund
Federated Strategic Value Dividend Fund
FIFTEENTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to add certain Funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of June 1, 2019
On behalf of each of the Funds indicated on |
Schedule I of the Fund Accounting Agreement, |
as amended from time to time |
By: /s/ Deborah Molini Kraus |
Name: Deborah Molini Kraus |
Title: Assistant Treasurer |
THE BANK OF NEW YORK MELLON |
By: /s/ James Farrell |
Name: James Farrell |
Title: Vice-President |
SCHEDULE I
(UPDATED AS OF 06/01/19)
A. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
Federated Mid-Cap Index Fund
Federated Muni and Stock Advantage Fund
Federated Strategic Value Dividend Fund
SIXTEENTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to add certain Funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 1, 2020.
On behalf of each of the Funds indicated on |
Schedule I of the Fund Accounting Agreement, |
as amended from time to time |
By: /s/ Deborah Molini Kraus |
Name: Deborah Molini Kraus |
Title: Assistant Treasurer |
THE BANK OF NEW YORK MELLON |
By: /s/ James Farrell_ |
Name: James Farrell |
Title: Vice-President |
SCHEDULE I
(UPDATED AS OF 03/01/2020)
A. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Bond Fund, Inc.
Federated Municipal Ultrashort Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
C. Other Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
Federated Mid-Cap Index Fund
Federated Muni and Stock Advantage Fund
Federated Strategic Value Dividend Fund
SEVENTEENTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to change the name to certain Funds and add Hermes to certain Funds to Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of June 29, 2020.
On behalf of each of the Funds indicated on |
Schedule I of the Fund Accounting Agreement, |
as amended from time to time |
By: /s/ Lori A. Hensler |
Name: Lori A. Hensler |
Title: Treasurer |
THE BANK OF NEW YORK MELLON |
By: /s/ James Farrell |
Name: James Farrell |
Title: Vice-President |
SCHEDULE I
(UPDATED AS OF 06/29/2020)
A. | Money Market Funds |
Federated Hermes Capital Reserves Fund
Federated Hermes Government Obligations Tax-Managed Fund
Federated Hermes Government Reserves Fund
Federated Hermes U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Hermes Intermediate Municipal Fund
Federated Hermes Michigan Intermediate Municipal Fund
Federated Hermes Municipal High Yield Advantage Fund
Federated Hermes Municipal Bond Fund, Inc.
Federated Hermes Municipal Ultrashort Fund
Federated Hermes Ohio Municipal Income Fund
Federated Hermes Pennsylvania Municipal Income Fund
Federated Hermes Premier Municipal Income Fund
Federated Hermes Short-Intermediate Duration Municipal Fund
C. Other Funds
Federated Hermes Emerging Market Debt Fund
Federated Hermes Emerging Markets Equity Fund
Federated Hermes Global Strategic Value Dividend Fund
Federated Hermes Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Developed Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated Hermes International Bond Strategy Portfolio
Federated Hermes International Dividend Strategy Portfolio
Federated Hermes International Equity Fund
Federated Hermes International Growth Fund
Federated Hermes International Leaders Fund
Federated Hermes International Small-Mid Company Fund
Federated Hermes International Strategic Value Dividend Fund
Federated Hermes Max-Cap Index Fund
Federated Hermes MDT Large Cap Value Fund
Federated Hermes Mid-Cap Index Fund
Federated Hermes Muni and Stock Advantage Fund
Federated Hermes Strategic Value Dividend Fund
EIGHTEENTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to remove certain Funds from Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2020.
On behalf of each of the Funds indicated on |
Schedule I of the Fund Accounting Agreement, |
as amended from time to time |
By: /s/ Ronald J. Ecoff |
Name: Ronald J. Ecoff |
Title: Assistant Treasurer |
THE BANK OF NEW YORK MELLON |
By: /s/Kelly Carroll |
Name: Kelly Carroll |
Title: Vice-President |
SCHEDULE I
(UPDATED AS OF 12/1/2020)
A. | Money Market Funds |
Federated Hermes Capital Reserves Fund
Federated Hermes Government Obligations Tax-Managed Fund
Federated Hermes Government Reserves Fund
Federated Hermes U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Hermes Intermediate Municipal Fund
Federated Hermes Michigan Intermediate Municipal Fund
Federated Hermes Municipal High Yield Advantage Fund
Federated Hermes Municipal Bond Fund, Inc.
Federated Hermes Municipal Ultrashort Fund
Federated Hermes Ohio Municipal Income Fund
Federated Hermes Pennsylvania Municipal Income Fund
Federated Hermes Premier Municipal Income Fund
Federated Hermes Short-Intermediate Duration Municipal Fund
C. Other Funds
Federated Hermes Emerging Market Debt Fund
Federated Hermes Emerging Markets Equity Fund
**Federated Hermes Global Strategic Value Dividend Fund
Federated Hermes Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Developed Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated Hermes International Bond Strategy Portfolio
Federated Hermes International Dividend Strategy Portfolio
Federated Hermes International Equity Fund
Federated Hermes International Growth Fund
Federated Hermes International Leaders Fund
Federated Hermes International Small-Mid Company Fund
Federated Hermes International Strategic Value Dividend Fund
Federated Hermes Max-Cap Index Fund
Federated Hermes MDT Large Cap Value Fund
Federated Hermes Mid-Cap Index Fund
Federated Hermes Muni and Stock Advantage Fund
Federated Hermes Strategic Value Dividend Fund
**Will liquidate on January 22, 2021
NINETEENTH AMENDMENT TO
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).
W I T N E S S E T H:
WHEREAS, the Funds and the Bank are parties to that certain Fund Accounting Agreement (the “Agreement”) dated March 1, 2011, as amended, between the Funds listed on Schedule I of the Agreement, as amended and restated and attached hereto and the Bank;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Bank desire to remove certain Funds from Schedule I; and
WHEREAS, the Funds and Bank are parties to that certain Fund Accounting Agreement (the
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Funds listed in Schedule I to the Agreement is amended and restated to include the funds listed on Schedule I attached hereto.
The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of June 1, 2021.
On behalf of each of the Funds indicated on
Schedule I of the Fund Accounting Agreement,
as amended from time to time
By: /s/Ronald J. Ecoff
Name: Ronald J. Ecoff
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/Ann M. Osti
Name: Ann M. Osti
Title: Director
SCHEDULE I
(UPDATED AS OF JUNE 1, 2021)
B. | Money Market Funds |
Federated Hermes Capital Reserves Fund
Federated Hermes Government Obligations Tax-Managed Fund
Federated Hermes Government Reserves Fund
Federated Hermes U.S. Treasury Cash Reserves
B. Muni Fixed Income Funds
Federated Hermes Intermediate Municipal Fund
Federated Hermes Michigan Intermediate Municipal Fund
Federated Hermes Municipal High Yield Advantage Fund
Federated Hermes Municipal Bond Fund, Inc.
Federated Hermes Municipal Ultrashort Fund
Federated Hermes Ohio Municipal Income Fund
Federated Hermes Pennsylvania Municipal Income Fund
Federated Hermes Premier Municipal Income Fund
Federated Hermes Short-Intermediate Duration Municipal Fund
C. Other Funds
Federated Hermes Emerging Market Debt Fund
Federated Hermes Emerging Markets Equity Fund
Federated Hermes Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Developed Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated Hermes International Bond Strategy Portfolio
Federated Hermes International Dividend Strategy Portfolio
Federated Hermes International Equity Fund
Federated Hermes International Growth Fund
Federated Hermes International Leaders Fund
Federated Hermes International Small-Mid Company Fund
Federated Hermes International Strategic Value Dividend Fund
Federated Hermes Max-Cap Index Fund
Federated Hermes MDT Large Cap Value Fund
Federated Hermes Mid-Cap Index Fund
Federated Hermes Muni and Stock Advantage Fund
Federated Hermes Strategic Value Dividend Fund
EXECUTION
INVESTMENT COMPANY REPORTING
MODERNIZATION SERVICES AMENDMENT TO
FUND ACCOUNTING AGREEMENT
This Investment Company Reporting Modernization Services Amendment (the “Amendment”) is made as of March 1, 2018 by and between each of the registered investment companies listed on Schedule I to the Agreement (as defined below) as such Schedule I may be amended from time to time (each registered investment company, the “Fund”) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).
BACKGROUND:
A. | WHEREAS, the Fund and BNY Mellon are parties to a Fund Accounting Agreement dated as of March 1, 2011, as amended (the “Agreement”); |
B. | WHEREAS, this Amendment is an amendment to the Agreement and shall be applicable solely to the portfolios of the Fund identified at Exhibit 1 hereto (the “Portfolios”); |
C. | WHEREAS, the Fund desires that BNY Mellon provide the investment company reporting modernization services described in this Amendment; |
D. | WHEREAS, capitalized terms used in this Amendment shall have the meanings set forth in the Agreement unless otherwise defined herein, and all forms and rules referenced herein are in reference to forms and rules promulgated under the Investment Company Act of 1940, as amended; and |
E. | WHEREAS, the Fund and BNY Mellon desire to amend the Agreement with respect to the foregoing; |
TERMS:
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:
1. | BNY Mellon shall provide the following services to the Fund for the Portfolios and the Agreement is hereby amended to include the following with the services described therein: |
1.1 | As selected by the Fund, BNY Mellon shall provide services following a shared service operating model. This operating model requires the Fund or adviser to file the reports described in the services noted below. |
1.2 | FORM N-PORT. BNY Mellon, subject to the limitations described herein and its timely receipt of all necessary information related thereto, will collect, aggregate and normalize the data required for the submission of Form N-PORT, related filing types, and any forms adopted to replace such forms. BNY Mellon will review and transmit to the Funds’ third party filing agent each draft N-PORT and provide reasonable cooperation to the relevant Fund and/or such Fund’s third party agent as necessary to resolve any issues with the receipt of the Form N-PORT data provided. |
1.2.1 | The timely receipt of necessary information referred to above will be determined by mutual agreement of BNY Mellon and the Fund in advance of the preparation of the initial Form N-PORT. |
1.3 | FORM N-CEN. BNY Mellon, subject to the limitations described herein and its timely receipt of all necessary information related thereto, will collect, aggregate and normalize the data required for the submission of Form N-CEN, related filing types, and any forms adopted to replace such forms. BNY Mellon will review and transmit to the Funds’ third party filing agent each draft N-CEN and provide reasonable cooperation to the relevant Fund and/or such Fund’s third party agent as necessary to resolve any issues with the receipt of the Form N-CEN data provided. |
1.3.1 | The timely receipt of necessary information referred to above will be determined by mutual agreement of BNY Mellon and the Fund in advance of the preparation of the initial Form N-CEN. |
2. | BNY Mellon shall not be responsible for: (a) delays in the transmission to it by the Fund, the Fund’s adviser and entities unaffiliated with BNY Mellon (collectively, for this Amendment, “Third Parties”) of data required for the reports described herein, (b) inaccuracies of, errors in or omissions of, such data provided to it by any Third Party, and (c) validation of such data provided to it by any Third Party. This Section 2 is a limitation of responsibility provision for the benefit of BNY Mellon, and shall not be used to imply any responsibility or liability against BNY Mellon. |
3. | The Fund shall be responsible for the retention of the filed reports described herein in accordance with any applicable rule or regulation. |
4. | Notwithstanding any provision of this Amendment, the services described herein are not, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of the Fund or any other person. Neither this Amendment nor the provision of the services establishes or is intended to establish an attorney-client relationship between BNY Mellon and the Fund or any other person. |
5. | As compensation for the services described herein, the Fund will pay to BNY Mellon such fees as may be agreed to in writing by the Fund and BNY Mellon. |
6. | Miscellaneous. |
(a) | As hereby amended and supplemented, the Agreement shall remain in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control with respect to the services described herein. |
(b) | This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party. |
(c) | If any provision or provisions of this Amendment shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. |
(Signature page follows.)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers designated below on the date and year first above written.
EACH OF THE REGISTERED INVESTMENT
COMPANIES LISTED ON EXHIBIT I
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
II. THE BANK OF NEW YORK MELLON
By: /s/Armando Fernandez
Name: Armando Fernandez
Title: Vice President
Date: March 2, 2018
EXHIBIT 1
N-PORT Services
Portfolio Name | ID, Cusip or Ticker Symbol |
Federated Hermes Emerging Market Debt Fund | 31428U771 |
Federated Hermes Emerging Market Debt Fund | 31428U763 |
Federated Hermes Emerging Market Debt Fund | 31428U755 |
Federated Hermes Emerging Market Debt Fund | 31428U615 |
Federated Hermes Intermediate Municipal Fund | 458810108 |
Federated Hermes Intermediate Municipal Fund | 458810603 |
Federated Hermes Global Strategic Value Dividend Fund | 31421N865 |
Federated Hermes Global Strategic Value Dividend Fund | 31421N857 |
Federated Hermes Global Strategic Value Dividend Fund | 31421N840 |
Federated Hermes Global Strategic Value Dividend Fund | 31421N832 |
Federated Hermes Global Total Return Bond Fund | 31420G408 |
Federated Hermes Global Total Return Bond Fund | 31420G507 |
Federated Hermes Global Total Return Bond Fund | 31420G606 |
Federated Hermes Global Total Return Bond Fund | 31420G879 |
Federated Hermes International Bond Strategy Portfolio | 31421P308 |
Federated Hermes International Dividend Strategy Portfolio | 31421P605 |
Federated Hermes International Leaders Fund | 31428U847 |
Federated Hermes International Leaders Fund | 31428U839 |
Federated Hermes International Leaders Fund | 31428U821 |
Federated Hermes International Leaders Fund | 31428U623 |
Federated Hermes International Leaders Fund | 31428U599 |
Federated Hermes International Leaders Fund | 31428U581 |
Federated Hermes International Small-Mid Company Fund | 31428U748 |
Federated Hermes International Small-Mid Company Fund | 31428U730 |
Federated Hermes International Small-Mid Company Fund | 31428U722 |
Federated Hermes International Small-Mid Company Fund | 31428U631 |
Federated Hermes International Strategic Value Dividend Fund | 314172388 |
Federated Hermes International Strategic Value Dividend Fund | 314172370 |
Federated Hermes International Strategic Value Dividend Fund | 314172362 |
Federated Hermes International Strategic Value Dividend Fund | 31421N824 |
Federated Hermes Michigan Intermediate Municipal Fund | 313923302 |
Federated Hermes Muni and Stock Advantage Fund | 31420C837 |
Federated Hermes Muni and Stock Advantage Fund | 31420C829 |
Federated Hermes Muni and Stock Advantage Fund | 31420C811 |
Federated Hermes Muni and Stock Advantage Fund | 31420C720 |
Federated Hermes Muni and Stock Advantage Fund | 31420C654 |
Federated Hermes Municipal High Yield Advantage Fund | 313923864 |
Federated Hermes Municipal High Yield Advantage Fund | 313923856 |
Federated Hermes Municipal High Yield Advantage Fund | 313923849 |
Federated Hermes Municipal High Yield Advantage Fund | 313923831 |
Federated Hermes Municipal High Yield Advantage Fund | 313923815 |
Federated Hermes Municipal Bond Fund, Inc. | 313913105 |
Federated Hermes Municipal Bond Fund, Inc. | 313913204 |
Federated Hermes Municipal Bond Fund, Inc. | 313913303 |
Federated Hermes Municipal Bond Fund, Inc. | 313913402 |
Federated Hermes Municipal Bond Fund, Inc. | 313913600 |
Federated Hermes Municipal Ultrashort Fund | 31417P866 |
Federated Hermes Municipal Ultrashort Fund | 31417P858 |
Federated Hermes Ohio Municipal Income Fund | 313923823 |
Federated Hermes Ohio Municipal Income Fund | 313923609 |
Federated Hermes Pennsylvania Municipal Income Fund | 313923708 |
Federated Hermes Pennsylvania Municipal Income Fund | 313923807 |
Federated Hermes Premier Municipal Income Fund | 31423P108 |
Federated Hermes Short-Intermediate Municipal Fund | 313907305 |
Federated Hermes Short-Intermediate Municipal Fund | 313907107 |
Federated Hermes Short-Intermediate Municipal Fund | 313907206 |
N-CEN Services
Portfolio Name | ID, Cusip or Ticker Symbol and Fund |
Federated Hermes Emerging Market Debt Fund | 31428U771 |
Federated Hermes Emerging Market Debt Fund | 31428U763 |
Federated Hermes Emerging Market Debt Fund | 31428U755 |
Federated Hermes Emerging Market Debt Fund | 31428U615 |
Federated Hermes Government Obligations Tax-Managed Fund | 60934N856 |
Federated Hermes Government Obligations Tax-Managed Fund | 60934N849 |
Federated Hermes Government Obligations Tax-Managed Fund | 608919494 |
Federated Hermes Government Reserves Fund | 608919205 |
Federated Hermes Government Reserves Fund | 608919544 |
Federated Hermes Government Reserves Fund | 608919536 |
Federated Hermes Government Reserves Fund | 608919528 |
Federated Hermes Government Reserves Fund | 908919510 |
Federated Hermes Intermediate Municipal Fund | 458810108 |
Federated Hermes Intermediate Municipal Fund | 458810603 |
Federated Hermes Global Strategic Value Dividend Fund | 31421N865 |
Federated Hermes Global Strategic Value Dividend Fund | 31421N857 |
Federated Hermes Global Strategic Value Dividend Fund | 31421N840 |
Federated Hermes Global Strategic Value Dividend Fund | 31421N832 |
Federated Hermes Global Total Return Bond Fund | 31420G408 |
Federated Hermes Global Total Return Bond Fund | 31420G507 |
Federated Hermes Global Total Return Bond Fund | 31420G606 |
Federated Hermes Global Total Return Bond Fund | 31420G879 |
Federated Hermes International Bond Strategy Portfolio | 31421P308 |
Federated Hermes International Dividend Strategy Portfolio | 31421P605 |
Federated Hermes International Leaders Fund | 31428U847 |
Federated Hermes International Leaders Fund | 31428U839 |
Federated Hermes International Leaders Fund | 31428U821 |
Federated Hermes International Leaders Fund | 31428U623 |
Federated Hermes International Leaders Fund | 31428U599 |
Federated Hermes International Leaders Fund | 31428U581 |
Federated Hermes International Small-Mid Company Fund | 31428U748 |
Federated Hermes International Small-Mid Company Fund | 31428U730 |
Federated Hermes International Small-Mid Company Fund | 31428U722 |
Federated Hermes International Small-Mid Company Fund | 31428U631 |
Federated Hermes International Strategic Value Dividend Fund | 314172388 |
Federated Hermes International Strategic Value Dividend Fund | 314172370 |
Federated Hermes International Strategic Value Dividend Fund | 314172362 |
Federated Hermes International Strategic Value Dividend Fund | 31421N824 |
Federated Hermes Michigan Intermediate Municipal Fund | 313923302 |
Federated Hermes Muni and Stock Advantage Fund | 31420C837 |
Federated Hermes Muni and Stock Advantage Fund | 31420C829 |
Federated Hermes Muni and Stock Advantage Fund | 31420C811 |
Federated Hermes Muni and Stock Advantage Fund | 31420C720 |
Federated Hermes Muni and Stock Advantage Fund | 31420C654 |
Federated Hermes Municipal High Yield Advantage Fund | 313923864 |
Federated Hermes Municipal High Yield Advantage Fund | 313923856 |
Federated Hermes Municipal High Yield Advantage Fund | 313923849 |
Federated Hermes Municipal High Yield Advantage Fund | 313923831 |
Federated Hermes Municipal High Yield Advantage Fund | 313923815 |
Federated Hermes Municipal Bond Fund, Inc. | 313913105 |
Federated Hermes Municipal Bond Fund, Inc. | 313913204 |
Federated Hermes Municipal Bond Fund, Inc. | 313913303 |
Federated Hermes Municipal Bond Fund, Inc. | 313913402 |
Federated Hermes Municipal Bond Fund, Inc. | 313913600 |
Federated Hermes Municipal Ultrashort Fund | 31417P866 |
Federated Hermes Municipal Ultrashort Fund | 31417P858 |
Federated Hermes Ohio Municipal Income Fund | 313923823 |
Federated Hermes Ohio Municipal Income Fund | 313923609 |
Federated Hermes Pennsylvania Municipal Income Fund | 313923708 |
Federated Hermes Pennsylvania Municipal Income Fund | 313923807 |
Federated Hermes Premier Municipal Income Fund | 31423P108 |
Federated Hermes Short-Intermediate Municipal Trust | 313907305 |
Federated Hermes Short-Intermediate Municipal Fund | 313907107 |
Federated Hermes Short-Intermediate Municipal Fund | 313907206 |
Federated Hermes U.S. Treasury Cash Reserves | 60934N682 |
Federated Hermes U.S. Treasury Cash Reserves | 60934N674 |
[ ]
Exhibit 28 (j) under Form N-1A
Exhibit (23) under Item 601/Reg. S-K
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the references to our firm under the captions "Financial Highlights" in the Prospectus and "Independent Registered Public Accounting Firm" in the Statement of Additional Information in Post-Effective Amendment Number 71 to the Registration Statement (Form N-1A, No. 2-72277) of Federated Hermes Short-Intermediate Duration Municipal Trust, and to the incorporation by reference of our report, dated August 24, 2021, on Federated Hermes Short-Intermediate Municipal Fund (the sole portfolio constituting Federated Hermes Short-Intermediate Duration Municipal Trust), included in the Annual Shareholder Report for the fiscal year ended June 30, 2021.
/s/ ERNST & YOUNG LLP
Boston, Massachusetts
August 24, 2021
Exhibit
28 (n) under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
MULTIPLE CLASS PLAN
Current as of June 1, 2021
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 6/1/21)
1. SEPARATE ARRANGEMENT AND EXPENSE ALLOCATION
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Class A Shares will consist of sales and shareholder servicing by financial intermediaries in consideration of the payment of a portion of the applicable sales load (“dealer reallowance”)and a shareholder service fee. When indicated on the Schedule to this Exhibit, the principal underwriter and financial intermediaries may also receive payments for distribution and/or administrative services under a 12b-1 Plan. In connection with this basic arrangement, Class A Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Class A Shares |
Sales Load | Up to 5.5% of the public offering price, as set forth in the attached Schedules |
Contingent Deferred Sales Charge ("CDSC") | 0.00% |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | As set forth in the attached Schedule |
Redemption Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Class A Shares as described in Section 3 of the Plan |
2. CONVERSION AND EXCHANGE PRIVILEGES
For purposes of Rule 18f-3, Class A Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Class A Shares that are not subject to a contingent deferred sales charge (“CDSC”) based upon the redemption of a “Large Ticket” purchase made within 24 months may be converted to any other Share Class within the same Fund, provided that shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privilege: | Class A Shares may be exchanged for Class A Shares of any other Fund |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated in the same manner as a redemption and purchase.
3. EXCEPTIONS TO BASIC ARRANGEMENTS
For purposes of Rules 22d-1 and 6c-10 under the Act, unless otherwise specified on the Schedule to this Exhibit, the scheduled variations in sales loads and contingent deferred sales charges are as follows:
(A) BASIC SALES LOAD SCHEDULE
The basic schedule of sales loads for Class A Shares of Funds so designated on the Schedule to this Exhibit is as follows:
(B) FIXED INCOME SALES LOAD SCHEDULE
The schedule of sales loads for Class A Shares of Funds so designated on the Schedule to this Exhibit is as follows:
(C) MODIFIED FIXED INCOME SALES LOAD SCHEDULE
The schedule of sales loads for Class A Shares of Funds so designated on the Schedule to this Exhibit is as follows:
Purchase Amount |
Sales Charge as a Percentage of Public Offering Price |
Less than $100,000 | 1.00% |
$100,000 or greater | 0.00% |
(D) MONEY MARKET AND ULTRASHORT BOND LOAD SCHEDULE
The Schedule of sales loads for Class A Shares of Funds so designated on the Schedule to this Exhibit is as follows:
Purchase Amount |
Sales Charge as a Percentage of Public Offering Price |
|
All purchases | 0.00% |
(E) "LARGE TICKET" PURCHASES
Unless otherwise indicated on the Schedule to this Exhibit, a financial intermediary that places an order to purchase $1,000,000 or more of Class A Shares shall receive from the principal underwriter an advance commission equal to 75 basis points (0.75%) of the public offering price. In such event, notwithstanding anything to the contrary in the Plan or this Exhibit, such Class A Shares shall be subject to a contingent deferred sales charge upon redemption within 24 months of purchase equal to 75 basis points (0.75%) of the lesser of (x) the purchase price of the Class A Shares or (y) the redemption price of the Class A Shares. Any contingent deferred sales charge received upon redemption of Class A Shares shall be paid to the principal underwriter in consideration of the advance commission.
(F) REDUCING OR ELIMINATING THE SALES LOAD
Contingent upon notification to the Fund’s principal underwriter or transfer agent, in applying the exceptions set forth in this Section 3, the purchase amount shall take into account:
· | Discounts achieved by combining concurrent purchases of and/or current investment in Class A, Class B, Class C, Class F, and Class R Shares, made or held by (or on behalf of) the investor, the investor’s spouse, and the investor’s children under age 21 (regardless of whether the purchases or investments are made or held directly or through an investment professional or through a single-participant retirement account); provided that such purchases and investments can be linked using tax identification numbers (TINs), social security numbers (SSNs), or Broker Identification Numbers (BINs); and |
· | Letters of intent to purchase a certain amount of Class A Shares within a thirteen month period. |
(G) waiver of sales load
Continent upon notification to the Fund’s Transfer Agent, no sales load shall be assessed on purchases of Class A Shares made:
· | within 120 days of redeeming shares of an equal or greater amount; |
· | through a program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement or other fee-based program offered by the Financial Intermediary) and where the Financial Intermediary has agreed with the principal underwriter not to receive a dealer reallowance on purchases under such program; |
· | with reinvested dividends or capital gains; |
· | or Class A Shares, issued in connection with the merger, consolidation, or acquisition of the assets of another fund. Further, no sales load shall be assessed on purchases of Shares made by a shareholder that originally became a shareholder of a Federated Fund pursuant to the terms of an agreement and plan of reorganization which permits shareholders to acquire Shares at NAV provided that such Shares are held directly with the Fund’s transfer agent. If the Shares are held through a financial intermediary the sales charge waiver will not apply; |
· | by Federated Life Members (Federated shareholders who originally were issued shares through the “Liberty Account”, which was an account for the Liberty Family of Funds on February 28, 1987, or who invested through an affinity group prior to August 1, 1987, into the Liberty Account); |
· | by Directors, Trustees, employees, former employees and sales representatives of the Fund, the Adviser, the principal underwriter and their affiliates, employees of any investment professional that sells Shares according to a sales agreement with the principal underwriter, by the immediate family members of the above persons, and by trusts, pensions or profit-sharing plans for the above persons; and |
· | pursuant to the exchange privilege. However, this sales charge waiver may not apply to Class A Shares purchased pursuant to the exchange privilege if a shareholder did not previously pay a sales load upon its initial purchase of Class A Shares. |
(H) WAIVER OF CONTINGENT DEFFERED SALES CHARGE ON LARGE-TICKET PURCHASES
Contingent upon notification to the Fund’s principal underwriter or transfer agent, no CDSC will be imposed on redemptions.
· | following the death of the last surviving shareholder on the account, or the post-purchase disability of all registered shareholder(s), as defined in Section 72(m)(7) of the Internal Revenue Code. |
· | due to the termination of a trust following the death of the trustor/grantor or beneficiary, provided that the trust document specifically states that the trust is terminated upon the death |
· | representing minimum required distributions (“RMD”) from an Individual Retirement Account or other retirement plan as required under the Internal Revenue Code; |
· | of Shares originally purchased through a financial intermediary that did not receive an advance commission on the purchase; |
· | of Shares that were reinvested within 120 days of a previous redemption; |
· | of Shares held by the Directors, Trustees, employees, former employees and sales representatives of the Fund, the Adviser, the principal underwriter and their affiliates, employees of any investment professional that sells Shares according to a sales agreement with the principal underwriter, by the immediate family members of the above persons, and by trusts, pension or profit-sharing plans for the above persons; |
· | of Shares originally purchased through a program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement, or other fee-based program offered by the Financial Intermediary) and where the Financial Intermediary has agreed with the principal underwriter not to receive an advanced commission on purchases under such program; |
· | of Shares purchased with reinvested dividends or capital gains; |
· | imposed by the Fund when it closes an account for not meeting the minimum balance requirements; and |
· | of Shares which were purchased pursuant to an exchange privilege if the Shares were held for the applicable CDSC holding period. |
(I) | SALES CHARGE WAIVERS FOR SHAREHOLDERS PURCHASING THROUGH CERTAIN FINANCIAL INTERMEDIARIES |
Financial intermediary sales charge variations required to be disclosed by Rule 22d-1 shall be as set forth in the prospectus of a Fund, as may be amended from time to time.
4. SPECIAL OFFER PROGRAM
[NOTE: The 30 month CDSC period connected with of this program expired in September of 2002]
During the Special Offer Program which took place in March, 2000, the sales load was waived on purchases of Class A Shares of Federated Aggressive Growth Fund, Federated Communications Technology Fund, Federated Large Cap Growth Fund, and Federated International Small Company Fund (the "Special Offer Funds"). Instead, the principal underwriter paid an advance commission of 2.00% of the offering price of the Special Offer Funds to intermediaries participating in the Special Offer Program. Class A Shares purchased through this Special Offer were subject to a CDSC of 2.00% on redemptions which occurred within 30 months after the purchase, which amount was to be paid to the principal underwriter in consideration for advancing the commission to intermediaries. Class A Shares of the Special Offer Funds purchased during the Special Offer Program could be exchanged with Class A Shares of other Special Offer Funds with no imposition of a sales load or CDSC fee. Class A Shares of the Special Offer Funds purchased during the Special Offer Program which were exchanged for Class A Shares of other Funds during the 30 month CDSC period incurred the CDSC fee upon redemption. However, no sales load was charged for such an exchange.
5. REDEMPTION FEE
For purposes of Rule 11a-3 under the Act, any redemption fee received upon the redemption or exchange of Class A Shares will be applied to fees incurred or amount expended in connection with such redemption or exchange. The balance of any redemption fees shall be paid to the Fund.
A Fund shall waive any redemption fee with respect to (i) non-participant directed redemptions or exchanges involving Class A Shares held in retirement plans established under Section 401(a) or 401(k) of the Internal Revenue Code (the “Code”), custodial plan accounts established under Section 493(b)(7) of the Code, or deferred compensation plans established under Section 457 of the Code; (ii) redemptions or exchanges involving Class A Shares held in plans administered as college savings programs under Section 529 of the Code; and (iii) Class A Shares redeemed due to the death of the last surviving shareholder on the account.
Schedule
of Funds
Offering Class A Shares
The Funds set forth on this Schedule each offer Class A Shares on the terms set forth in the Class A Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
1. CLASS A SHARES SUBJECT TO THE BASIC LOAD SCHEDULE
Multiple Class Company Series |
12b-1 Fee |
Redemption Fee |
Federated Hermes Adviser Series | ||
Federated Hermes Emerging Markets Equity Fund | 0.05% | None |
Federated Hermes Absolute Return Credit Fund | 0.05% | None |
Federated Hermes Conservative Microshort Fund |
0.25% (15 bps Active; 10 bps Dormant) |
None |
Federated Hermes Conservative Municipal Microshort Fund |
0.25% (15 bps Active; 10 bps Dormant) |
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 MDT Market Neutral Fund | 0.05% | None |
Federated Hermes Equity Funds | ||
Federated Hermes Clover Small Value 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 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 Core Bond Fund (formerly, Federated Hermes Select Total Return Bond Fund) | 0.25% | None |
Federated Hermes World Investment Series, Inc. | ||
Federated Hermes Emerging Market Debt Fund | None | None |
3. Class A Shares Subject to the MODIFIED FIXED INCOME Sales Load Schedule
4. Class A Shares Subject to the Money Market AND ULTRASHORT BOND Load Schedule
Multiple Class Company Series |
12b-1 Fee |
Redemption Fee |
Federated Hermes Fixed Income Securities, Inc. | ||
Federated Hermes Municipal Ultrashort Fund | None | None |
Federated Hermes Institutional Trust | ||
Federated Hermes Government Ultrashort Fund | None | None |
Federated Hermes Total Return Series, Inc. | ||
Federated Hermes Ultrashort Bond Fund | None | None |
Federated Hermes Money Market Obligations Trust | ||
Federated Hermes Government Reserves Fund | 0.45% | None |
5. Class A Shares Not Participating in the Large Ticket Purchase Program
Multiple Class Company | Series |
Federated Hermes Fixed Income Securities, Inc. | Federated Hermes Municipal Ultrashort Fund |
Federated Hermes Income Securities Trust | Federated Hermes Short-Term Income Fund |
Federated Hermes Floating Rate Strategic Income Fund | |
Federated Hermes Institutional Trust | Federated Hermes Government Ultrashort Fund |
Federated Hermes Short-Intermediate Duration Municipal Trust | |
Federated Hermes Total Return Series, Inc. | Federated Hermes Ultrashort Bond Fund |
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. |
(D) | WAIVER OF SALES LOAD |
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. |
4. | REDEMPTION FEE |
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 03/01/2021)
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 eight 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 eight 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 eight 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 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 | |||
Federated Hermes Opportunistic High Yield Bond Fund | 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 | 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 12/1/20)
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 Municipal Obligations Fund | 0.60% |
Federated Hermes New York Municipal Cash Trust | 0.60% |
Federated Hermes Prime Cash Obligations Fund | 0.60% |
Federated Hermes Trust for U.S. Treasury Obligations | 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 6/1/2021)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Institutional and Wealth Shares will consist of
(i) | with respect to money market funds, sales and shareholder servicing by financial intermediaries; and |
(ii) | with respect to fluctuating NAV funds, sales and shareholder servicing by financial intermediaries to the following categories of investors (“Eligible Investors”); |
· | An investor participating in a no-load platform, network or other fee-based program offered by a financial intermediary, for example, a wrap-account or retirement platform, where Federated has entered into an agreement with the intermediary; |
· | A trustee/director, employee or former employee of the Fund, the Adviser, the Distributor and their affiliates; an immediate family member of these individuals, or a trust, pension or profit-sharing plan for these individuals; |
· | An employer-sponsored retirement plan; |
· | A trust institution investing on behalf of its trust customers; |
· | A Federated Hermes Fund; |
· | An investor, other than a natural person, purchasing Shares directly from the Fund; |
· | An investor (including a natural person) who owned Shares as of December 31, 2008; |
· | Without regard to the initial investment minimum, an investor who acquired Institutional and/or Wealth Shares pursuant to the terms of an agreement and plan of reorganization which permits the investor to acquire such Shares; and |
· | Without regard to the initial investment minimum, in connection with an acquisition of an investment management or advisory business, or related investment services, products or assets, by Federated or its investment advisory subsidiaries, an investor (including a natural person) who (1) becomes a client of an investment advisory subsidiary of Federated or (2) is a shareholder or interest holder of a pooled investment vehicle or product that becomes advised or subadvised by a Federated investment advisory subsidiary as a result of such an acquisition other than as a result of a fund reorganization transaction pursuant to an agreement and plan of reorganization. |
The principal underwriter and financial intermediaries may receive payments for distribution and/or administrative services under a Rule 12b-1 Plan and financial intermediaries may also receive shareholder service fees for services provided. In connection with this basic arrangement, Institutional and Wealth Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Institutional and Wealth Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") |
None |
Shareholder Service Fee | As set forth in the attached Schedule |
12b-1 Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Institutional and/or Wealth Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Institutional and Wealth Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privilege: | Institutional and/or Wealth Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated in the same manner as a redemption and purchase.
3. REDEMPTION FEE.
For purposes of Rule 11a-3 under the Act, any redemption fee received upon the redemption or exchange of Institutional and/or Wealth Shares will be applied to fees incurred or amount expended in connection with such redemption or exchange. The balance of any redemption fees shall be paid to the Fund.
A Fund shall waive any redemption fee with respect to (i) non-participant directed redemptions or exchanges involving Institutional and/or Wealth Shares held in retirement plans established under Section 401(a) or 401(k) of the Internal Revenue Code (the “Code”), custodial plan accounts established under Section 493(b)(7) of the Code, or deferred compensation plans established under Section 457 of the Code; (ii) redemptions or exchanges involving Institutional and/or Wealth Shares held in plans administered as college savings programs under Section 529 of the Code; and (iii) Institutional and/or Wealth Shares redeemed due to the death of the last surviving shareholder on the account.
Schedule
of Funds
Offering institutional Shares
The Funds set forth on this Schedule each offer Institutional Shares on the terms set forth in the Institutional/-Wealth Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
Schedule
of Funds
Offering WEALTH Shares
The Retail Money Market Funds set forth on this Schedule each offer Wealth Shares on the terms set forth in the Institutional/Wealth Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
Multiple Class Company Series |
12b-1 Fee |
Shareholder Service Fee |
Redemption Fee |
Federated Hermes Money Market Obligations Trust: | |||
Federated Hermes California Municipal Cash Trust | None | 0.25% | None |
Federated Hermes Municipal Obligations Fund | None | 0.25% | None |
Federated Hermes New York 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% | None |
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 06/1/21)
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 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 Core Bond Fund (formerly, Federated Hermes Select Total Return Bond Fund) | |
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 6/1/2021)
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 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 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 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% |
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 (12/1/20)
1. SEPARATE ARRANGEMENT AND EXPENSE ALLOCATION
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Class T Shares will consist of sales and shareholder servicing by financial intermediaries in consideration of the payment of the applicable sales load (“dealer reallowance”) and a shareholder service fee. In connection with this basic arrangement, Class T Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Class T Shares |
Sales Load | Up to 2.50% of the public offering price |
Contingent Deferred Sales Charge ("CDSC") | None |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | None |
Redemption Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Class T Shares as described in Section 3 of the Plan |
2. CONVERSION AND EXCHANGE PRIVILEGES
For purposes of Rule 18f-3, Class T Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable, and that no CDSC on the original shares purchased is owed. |
Exchange Privilege: | None |
3. EXCEPTIONS TO BASIC ARRANGEMENTS
For purposes of Rules 22d-1 and 6c-10 under the Act, unless otherwise specified on the Schedule to this Exhibit, the scheduled variations in sales loads and contingent deferred sales charges are as follows:
(A) BASIC SALES LOAD SCHEDULE
The basic schedule of sales loads for Class T Shares of Funds so designated on the Schedule to this Exhibit is as follows:
4. REDEMPTION FEE
For purposes of Rule 11a-3 under the Act, any redemption fee received upon the redemption or exchange of Class T Shares will be applied to fees incurred or amount expended in connection with such redemption or exchange. The balance of any redemption fees shall be paid to the Fund.
A Fund shall waive any redemption fee with respect to (i) non-participant directed redemptions or exchanges involving Class T Shares held in retirement plans established under Section 401(a) or 401(k) of the Internal Revenue Code (the “Code”), custodial plan accounts established under Section 493(b)(7) of the Code, or deferred compensation plans established under Section 457 of the Code; (ii) redemptions or exchanges involving Class T Shares held in plans administered as college savings programs under Section 529 of the Code; and (iii) Class T Shares redeemed due to the death of the last surviving shareholder on the account.
Schedule
of Funds
Offering Class T Shares
The Funds set forth on this Schedule each offer Class T Shares on the terms set forth in the Class T Shares Exhibit to the Multiple Class Plan, in each case as indicated below. Actual amounts accrued may be less.
1. CLASS A SHARES SUBJECT TO THE BASIC LOAD SCHEDULE
Multiple Class Company Series |
Redemption Fee |
Class T Shares were discontinued on 11-30-20.
|
trust Shares Exhibit
To
Multiple Class Plan
(Revised 06/29/20)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution arrangement for the Trust Shares will consist of sales by financial intermediaries, who, along with the principal underwriter, may receive payments for distribution and/or administrative services under a 12b-1 Plan. In connection with this basic arrangement, Trust Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Trust Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") | None |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Trust Shares as described in Section 3 of the Multiple Class Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Trust Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privilege: | Trust Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. |
Schedule of FundS
Offering Trust Shares
The Funds set forth on this Schedule each offer Trust Shares on the terms set forth in the Trust Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
Multiple Class Company Series |
12b-1 Fee |
Federated Hermes Money Market Obligations Trust: | |
Federated Hermes Government Obligations Fund | 0.25% |
Federated Hermes Prime Cash Obligations Fund | 0.25% |
Federated Hermes Treasury Obligations Fund | 0.25% |
Class Y Shares Exhibit
To
Multiple Class Plan
(rEVISED 06/29/20)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement for the Class Y Shares will consist of sales to institutional purchasers requiring less distribution support activity and less shareholder services, who are also seeking low expense ratios. In connection with this basic arrangement, Class Y Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Class Y Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") | None |
Shareholder Service Fee | None |
12b-1 Fee | None |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Class Y Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Class Y Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privilege: |
Class Y Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Institutional Money Market Management, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange.
|
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated in the same manner as a redemption and purchase.
Schedule of Funds
Offering class Y Shares
The Funds set forth on this Schedule each offer Class Y Shares on the terms set forth in the Class Y Shares Exhibit to the Multiple Class Plan, in each case as indicated below:
Multiple Class Company | Series |
Federated Hermes Short-Term Government Fund | |
Exhibit 28 (o) under Form N-1A
Exhibit 24 under Item 601/Reg. S-K
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints the Secretary and Assistant Secretaries of FEDERATED HERMES SHORT-INTERMEDIATE DURATION MUNICIPAL TRUST (“Trust”) and each of them, their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for them and in their names, place and stead, in any and all capacities, to execute any and all instruments which said attorney-in-fact may deem necessary or advisable or which may be required to comply with Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940, including any and all reports, forms and other filings pursuant thereto, and specifically to include the filing and effectiveness of the Trust’s Registration Statement(s) on Form N-1A and any and all amendments to the Registration Statement(s) including both pre- and post-effective amendments, to be filed with the Securities and Exchange Commission by means of the Securities and Exchange Commission's electronic disclosure system known as EDGAR; and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to sign and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
SIGNATURES | TITLE | DATE |
/s/ J. Christopher Donahue |
||
J. Christopher Donahue |
Trustee
|
November 1, 2020 |
/s/ John T. Collins |
|
|
John T. Collins
|
Trustee | November 1, 2020 |
/s/ Thomas R. Donahue |
|
|
Thomas R. Donahue
|
Trustee | November 1, 2020 |
/s/ John B. Fisher |
|
|
John B. Fisher
|
President (Principal Executive Officer) | November 1, 2020 |
/s/ G. Thomas Hough |
|
|
G. Thomas Hough
|
Trustee | November 1, 2020 |
/s/ Maureen Lally-Green |
|
|
Maureen Lally-Green
|
Trustee | November 1, 2020 |
/s/ Charles F. Mansfield Jr. |
|
|
Charles F. Mansfield Jr.
|
Trustee | November 1, 2020 |
/s/ Thomas M. O’Neill |
|
|
Thomas M. O’Neill
|
Trustee | November 1, 2020 |
/s/ P. Jerome Richey |
||
P. Jerome Richey
|
Trustee | November 1, 2020 |
/s/ John S. Walsh |
||
John S. Walsh
|
Trustee | November 1, 2020 |
/s/ Madelyn A. Reilly |
|
|
Madelyn A. Reilly
|
Trustee | November 1, 2020 |
/s/ Lori A. Hensler |
||
Lori A. Hensler | Treasurer (Principal Financial Officer/Principal Accounting Officer) | November 1, 2020 |
Exhibit 28 (p) under Form N-1A
Exhibit (14) under item 601/REG. S-K
Federated Hermes, Inc.
Code of Ethics for Access Persons
Effective 04/26/2021
Table of Contents | ||
Page | ||
INTRODUCTION | 1 | |
1 | RESPONSIBILITIES | 2 |
1.1 | GENERAL PRINCIPLES | 2 |
1.2 | COMPLIANCE WITH THIS CODE IS A CONDITION OF EMPLOYMENT | 3 |
1.3 | PERSONAL RESPONSIBILITY | 3 |
1.4 | PERCEIVED AMBIGUITY SHALL NOT EXCUSE VIOLATIONS | 4 |
1.5 | PRECLEARANCE DOES NOT PROTECT WRONGDOING | 4 |
2 | REPORTING REQUIREMENTS | 4 |
2.1 | INITIAL REPORTING REQUIREMENTS | 4 |
2.2 | QUARTERLY REPORTING REQUIREMENTS | 5 |
2.3 | ANNUAL REPORTING REQUIREMENTS | 6 |
2.4 | INDEPENDENT DIRECTORS | 6 |
2.5 | NON-FEDERATED HERMES OFFICERS OF FEDERATED HERMES FUNDS OR PROPRIETARY CLIENT FUNDS | 7 |
2.6 | ACCESS PERSONS ACKNOWLEDGMENTS OF RECEIPT OF CODE OF ETHICS AND AMENDMENTS | 8 |
3 | PRECLEARANCE REQUIREMENTS | 8 |
3.1 | PRECLEARANCE OF TRADES | 8 |
3.2 | DURATION AND REVOCATION | 9 |
3.3 | PRECLEARANCE DOES NOT PROTECT WRONGDOING | 9 |
3.4 | EXCEPTIONS | 9 |
3.5 | EXCEPTION FOR EMPLOYEE STOCK OPTIONS OF A PREVIOUS EMPLOYER | 10 |
3.6 | FEDERATED HERMES STOCK AND OPTIONS TRADING | 11 |
3.7 | SPECIAL RULES FOR EQUITY TRANSACTIONS BASED ON MARKET CAPITALIZATION | 11 |
4 | EXEMPT TRANSACTIONS | 11 |
4.1 | EXEMPT SECURITIES | 11 |
4.2 | DISCRETIONARY ACCOUNTS | 12 |
5 | PROHIBITIONS AND RESTRICTIONS | 12 |
5.1 | GENERAL PROHIBITIONS | 12 |
5.2 | EQUITY INITIAL PUBLIC OFFERINGS (IPOS) ARE PROHIBITED | 14 |
5.3 | PRIVATE PLACEMENTS REQUIRE PRIOR COMPLIANCE APPROVAL | 14 |
5.4 | PROHIBITION OF SHORT-TERM PROFITS – 60-DAY RULE – INDIVIDUAL SECURITIES | 15 |
5.5 | MINIMUM HOLDING PERIOD – DESIGNATED FEDERATED HERMES FUNDS | 15 |
5.6 | PROHIBITION ON INSIDER TRADING | 16 |
5.7 | DISCLOSURE OR MISUSE OF FUND INFORMATION | 16 |
5.8 | BLACKOUT PERIODS - FUND TRADES | 16 |
5.9 | PRIOR KNOWLEDGE | 17 |
5.10 | SERVING AS A DIRECTOR OR OFFICER OF OUTSIDE ORGANIZATIONS | 17 |
5.11 | EXCESSIVE TRADING AND MARKET TIMING | 19 |
5.12 | INDEPENDENT DIRECTORS | 20 |
5.13 | RESTRICTIONS ON INVESTMENT CLUBS | 20 |
5.14 | DISCLOSURE OF PERSONAL INTERESTS | 20 |
6 | PROHIBITIONS ON GIVING/RECEIVING GIFTS; POLITICAL AND CHARITABLE CONTRIBUTIONS | 21 |
7 | REVIEW, REPORTING, EDUCATION AND SANCTIONS | 22 |
7.1 | MANAGEMENT REVIEW OF INVESTMENT PERSONNEL’ S TRADING ACTIVITY | 22 |
7.2 | COMPLIANCE REVIEW OF REPORTS AND TRADING ACTIVITY, AND THIS CODE OF ETHICS | 23 |
7.3 | SELF-DISCOVERY AND REPORTING | 23 |
7.4 | EDUCATION | 24 |
7.5 | SANCTIONS | 24 |
7.6 | FACTORS FOR CONSIDERATION | 24 |
7.7 | REPORTING OF VIOLATIONS | 25 |
8 | DEFINITIONS | 25 |
8.1 | 1933 ACT | 25 |
8.2 | 1934 ACT | 25 |
8.3 | 1940 ACT | 25 |
8.4 | ACCESS PERSON | 25 |
8.5 | ADVISER | 26 |
8.6 | ADVISERS ACT | 26 |
8.7 | ASSOCIATED PROCEDURES | 26 |
8.8 | AUTOMATIC INVESTMENT PLAN | 26 |
8.9 | BENEFICIAL OWNERSHIP | 26 |
8.10 | BOARD | 26 |
8.11 | CODE | 27 |
8.12 | COMPLIANCE COMMITTEE | 27 |
8.13 | COMPLIANCE DEPARTMENT | 27 |
8.14 | CONTROL | 27 |
8.15 | COVERED SECURITY | 27 |
8.16 | FEDERAL SECURITIES LAWS | 27 |
8.17 | FEDERATED HERMES | 28 |
8.18 | FUND | 28 |
8.19 | INDEPENDENT DIRECTOR | 28 |
8.20 | INFLUENCE | 28 |
8.21 | INITIAL PUBLIC OFFERING | 28 |
8.22 | INVESTMENT PERSON; INVESTMENT PERSONNEL | 28 |
8.23 | PRIVATE PLACEMENT | 29 |
8.24 | PURCHASE OR SALE | 29 |
8.25 | REPORTABLE FUND | 29 |
8.26 | SEC | 29 |
8.27 | SECURITY | 29 |
8.28 | SUPERVISED PERSON | 29 |
8.29 | UNDERWRITER | 29 |
8.30 | VENDOR | 30 |
ADDENDUM | ||
ACCESS PERSONS PROCEDURES | A-1 | |
COMPLIANCE DEPARTMENT PROCEDURES | B-1 |
CODE OF ETHICS FOR ACCESS PERSONS
Introduction |
This Code sets forth standards of conduct and professionalism that apply to all persons designated as Access Persons by the Compliance Department. This Code was designed and established, and will be maintained and enforced, to protect Federated Hermes’ clients (or Funds) by deterring misconduct and to guard against violations of the Federal Securities Laws. This Code reinforces the value that Federated Hermes places on ethical conduct. Each Access Person must comply with this Code and uphold Federated Hermes’ ethical standards at all times. Each Access Person also is responsible for ensuring that spouses, children and others residing in the same household do not violate applicable provisions of this Code.
It is Federated Hermes' policy that business must be conducted in accordance with the highest fiduciary, legal and ethical standards. Federated Hermes' reputation for integrity is its most important asset and each Access Person must contribute to the care and preservation of that asset. This reputation for integrity is the cornerstone of the public's faith and trust in Federated Hermes; it is what provides Federated Hermes an opportunity to serve investors, shareholders and other stakeholders. A single Access Person's misconduct can damage Federated Hermes' hard-earned reputation.
This Code sets forth the fiduciary, legal and ethical requirements and certain “best practices” that must be satisfied to comply with this Code. This Code also establishes procedures that Access Persons must follow in order to comply with this Code.
Key terms are defined in Section 8 of this Code.
Access Persons. Access Persons are defined under Section 8.4 of this Code and include:
· | (a) Designated employees of Federated Hermes, including those who work for any subsidiary that is an Adviser, an Underwriter for funds and employees of certain other subsidiaries; |
· | (b) Independent Directors of a fund; |
· | (c) Designated officers of Federated Hermes funds or proprietary funds who are not employed by Federated Hermes. (e.g., designated outside counsel who serve as secretary to one or more funds); and |
· | (d) All Investment Personnel; |
· | (e) Any other individual designated by the Compliance Department. This may include a Federated Hermes employee or a temporary hire, vendor, consultant, service provider or other third party employee. |
Application to Access Persons. This Code applies only to those individuals specified above, designated as Access Persons under this Code. Please note that certain requirements of this Code apply to Access Persons, while others may only apply to Investment Persons.
Application to Household Members. As noted above, each Access Person also is responsible for assuring that spouses, children or any others residing in the same household do not violate the provisions of this Code that are applicable to the Access Person (even if certain provisions of this Code do not specifically reference household members). See the definitions of "Access Person" and "Investment Personnel" in Section 8 of this Code for further information.
This Code also applies to accounts or holdings for persons outside the household, over which the Access Person has investment discretion, influence or control.
Questions. All Access Persons are obligated to read the requirements of this Code carefully. If you have any questions regarding how this Code applies to any conduct or practice, please contact the Compliance Department. When in doubt, an Access Person should ask before taking any action.
Compliance with Other Requirements Still Required. This Code supersedes prior versions of this Code. This Code does not supersede, or relieve an Access Person from complying with applicable laws or with other Federated Hermes standards and corporate and departmental policies or procedures which can be found on Federated Hermes’ internal website. A violation of any of these policies or procedures by an Access Person may, depending upon the circumstances, also constitute a violation of this Code.
Sanctions for Violations of this Code. Federated Hermes intends to enforce the provisions of this Code vigorously. A violation of this Code may subject an Access Person to sanctions as set forth in Section 7 below, and possible civil and criminal liability.
Adoption. Pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act (as applicable), this Code has been adopted on behalf of each investment company that is served by the Board of Directors of the Federated Hermes’ funds, Federated Hermes' Advisers and Federated Hermes' Underwriters.
1 | Responsibilities |
1.1 | General Principles |
The following general principles govern all conduct of Access Persons, whether or not the conduct also is covered by more specific standards or procedures set forth below.
(a) Fiduciary Principles
Each Access Person must:
· | (i) place the Funds’ interests ahead of his or her personal interests; |
· | (ii) disclose and, where possible, avoid conflicts of interest (actual or potential) and the appearance of any conflict with the Funds or any other party; |
· | (iii) conduct his or her personal transactions in a manner, which is consistent with this Code and which does not interfere with Fund portfolio transactions or otherwise take unfair or inappropriate advantage of his or her position or relationship to a Fund or any other party; |
· | (iv) not show inappropriate favoritism of one Fund over another Fund in a manner that would constitute a breach of fiduciary duty; |
· | (v) not accept or offer inappropriate gifts, favors, entertainment, special accommodations or other things of material value that could influence decision-making by either Federated Hermes, an Adviser, a Fund or any other party; |
· | (vi) safeguard material nonpublic Fund information and control its dissemination in a manner consistent with Federated Hermes’ policies and applicable legal requirements; and |
· | (vii) otherwise act in good faith, in an open, honest, non-misleading, professional and unbiased manner, with integrity, and in a manner that instills trust and confidence and promotes independence in the investment decision-making process, in each aspect of the Access Person’s professional activities and business (including, without limitation, in all disclosures, advertisements and other communications, and dealings, with Funds, shareholders and accountholders). |
For example, an Access Person’s failure to recommend or purchase a Covered Security for the Fund in order to purchase the Covered Security for the Access Person’s personal benefit may be considered a violation of this Code.
(b) Legal Principles
In addition to complying with the above fiduciary principles, each Access Person must comply with State and Federal securities laws, rules and regulations. If you have questions concerning complying with applicable law, contact the Compliance Department or Federated Hermes's Deputy General Counsel.
Notwithstanding any other provision of this Code, for the avoidance of doubt, nothing herein prevents reporting possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures, protected under the whistleblower provisions of federal law or regulation.
1.2 | Compliance with this Code is a Condition of Employment |
Every Access Person must adhere to the general principles set forth in Section 1.1 above, and comply with the specific provisions and Associated Procedures of this Code and the spirit of those provisions. Literal compliance with specific provisions will not be sufficient where the transactions undertaken by an Access Person show a pattern of abuse of the Access Person’s fiduciary duty or of violation of applicable legal requirements.
1.3 | Personal Responsibility |
It is the responsibility of each Access Person to take all steps necessary before executing a personal trade, or taking other action, to verify that the trade or other action is in compliance with the provisions and intent of this Code.
1.4 | Perceived Ambiguity shall not Excuse Violations |
Any Access Person who believes a particular provision of this Code is ambiguous is required to contact the Compliance Department for a determination prior to executing a transaction or taking other action subject to that provision.
1.5 | Preclearance does not Protect Wrongdoing |
Receipt of express prior preclearance approval does not exempt you from the prohibitions outlined in this Code.
2 | Reporting Requirements |
The Reporting Requirements in Sections 2.1, 2.2, and 2.3 of this Code apply to Access Persons and their household members (generally including members of the immediate family sharing the same household, e.g., a spouse and unemancipated children) and certain partnerships, trusts, corporations or other similar arrangements. Access Persons should contact the Chief Compliance Officer for further clarification if they have questions regarding the application of this Code.
Every Access Person must report (1) all Covered Securities in which the Access Person or members of his or her household have direct or indirect investment discretion, influence or control (either for the benefit of the Access Person or for any other party), (2) all transactions in those Covered Securities, and (3) all accounts in which any Covered Securities are held. An Access Person is deemed to have influence or control over a discretionary account as described in Section 4.2.
NOTE: All information provided by the Access Person must be current as of a date no more than 45 days before the report is required to be submitted. Failure to provide that information within the time specified (if it is not being provided directly to Compliance by the financial institution or other party) shall be deemed a violation of the Code and SEC Rules.
Covered Securities transactions of Access Persons will be reviewed for compliance with the provisions of this Code. A violation may result from either a single transaction or multiple transactions if the Compliance Department determines that the transaction(s) did not comply with provisions of this Code.
Information relating to the holdings and personal trades of Access Persons will be shared with Senior Management of Federated Hermes from time to time for purposes of reviewing Access Person trading patterns and practices.
2.1 | Initial Reporting Requirements |
Within ten (10) calendar days of becoming an Access Person, the Access Person is required to submit to the Compliance Department, a holdings report including:
(a) | The full security name and description (i.e., type), CUSIP, SEDOL or exchange ticker symbol, number of shares and principal amount of each Covered Security held in any form, (e.g., brokerage/bank accounts, registered holdings, physical certificates, etc.) in any location, in which the Access Person or household member had any direct or indirect investment discretion, influence or control, including, without limitation, those shares of Federated Hermes funds included under this Code’s definition of “Covered Security,” |
(b) | All investment accounts with a financial institution or intermediary, including the name and address of any broker, dealer, bank or other financial institution holding any Securities in which the Access Person or members of his or her household have any direct or indirect investment discretion, influence or control, and the account numbers (this does not include accounts held directly with Federated Hermes’ Transfer Agent or 401k Plan Administrator); |
(c) The date the Access Person submits the report.
The Compliance Department will direct the broker, dealer, bank or other financial institution maintaining each account to provide duplicate confirmations of all transactions and account statements directly to the attention of the Compliance Department, in a timely fashion. The Compliance Department also will obtain reports on accounts held directly with Federated Hermes’ Transfer Agent or 401k Plan Administrator. Each Access Person must assure that such information is received.
2.2 | Quarterly Reporting Requirements |
By the date specified by the Compliance Department (but in no event later than thirty (30) calendar days after the end of the calendar quarter) every Access Person must review the information recorded by the Compliance Department relating to his or her personal accounts (discretionary and non-discretionary) and all transactions in any Covered Securities, regardless of the form in which such securities are held, (e.g., brokerage/bank accounts, registered holdings, physical certificates, etc.), and each Access Person must complete and submit to the Compliance Department a quarterly Securities transaction report, using TradeComply where available, to:
(a) | Identify and confirm that all Covered Security transactions during the previous calendar quarter in all accounts in which the Access Person or household members have a direct or indirect investment discretion, influence or control, have been reported, including, without limitation, transactions in Federated Hermes funds included under this Code’s definition of “Covered Security” that are held in accounts with a financial institution or intermediary (this does not include accounts held directly with Federated Hermes’ Transfer Agent or 401k Plan Administrator); |
(b) | Identify and confirm that all investment account information has been reported, including any new investment account(s) established during the quarter with broker-dealers, banks or other financial institutions holding any Securities in which the Access Person or members of his or her household have any direct or indirect investment discretion, influence or control, along with the name and address of the intermediary, the date the account was established and account number; |
(c) Resolve any discrepancies identified with the Compliance Department; and
(d) | Record an electronic signature and date on TradeComply or other process approved by the Compliance Department. |
The information required in Section 2.2(a) above shall include at least the following information about each transaction involving a Covered Security in which the Access Person or household member had, or as a result of a transaction acquired, any direct or indirect investment discretion, influence or control: (1) the date of the transaction, (2) the full security name, description (i.e., type), CUSIP, SEDOL or exchange ticker symbol, interest rate, maturity date, number of shares and principal amount of each Covered Security held, (3) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), (4) the price of the Security at which the transaction was effected, and (5) the name of the broker, dealer, bank or other financial institution with or through which the transaction was effected.
An Access Person need not submit a quarterly Securities transactions report to the extent that the report would duplicate information contained in broker trade confirmations or account statements delivered to Federated Hermes so long as trade confirmations or account statements are received by the Compliance Department no later than 25 days after the end of the applicable calendar quarter.
2.3 | Annual Reporting Requirements |
On an annual basis and by the date specified by the Compliance Department (but in no event later than thirty (30) calendar days after a request) from the Compliance Department, every Access Person is required to provide a written acknowledgment (1) that he or she is subject to, has received a copy of and read this Code, and (2) of his or her understanding of and compliance with this Code, its requirements and Associated Procedures. At the same time, the Access Person must review a current list of Covered Securities held in the Access Person’s account(s), as recorded by the Compliance Department, for accuracy, and complete and submit to the Compliance Department an annual report using TradeComply to:
(a) | Identify and confirm all Covered Securities held in any form (e.g., brokerage/bank accounts, registered holdings, physical certificates, etc.) in any location, in which the Access Person or household member had any direct or indirect investment discretion, influence or control, including the full security name and description (i.e., type), CUSIP, SEDOL or exchange ticker symbol, number of shares and principal amount of each Covered Security held, including, without limitation, those shares of Federated Hermes funds included under this Code’s definition of “Covered Security,” that are held in accounts with a financial institution or intermediary (this does not include accounts held directly with Federated Hermes’ Transfer Agent or 401k Plan Administrator); |
(b) Resolve any discrepancies with the Compliance Department, and
(c) | Record an electronic signature and date on TradeComply or other process approved by the Compliance Department. |
2.4 | Independent Directors |
Independent Directors must report all holdings and transactions in shares of all Federated Hermes funds (including Federated Hermes ETFs) included under this Code’s definition of “Covered Security” that are held in accounts with a broker-dealer, bank or other financial institution or intermediary (this does not include accounts held directly with Federated Hermes’ Transfer Agent or 401k Plan Administrator).
Except for holdings and transactions involving Federated Hermes funds (including Federated Hermes ETFs), an Independent Director (unless previously identified by the Compliance Department as being an Access Person who cannot take advantage of this Section) is exempt from all other reporting requirements so long as, at the time of a personal transaction in a Covered Security, such Independent Director neither knew nor, in the ordinary course of fulfilling his or her official duties as a fund director, should have known that during the 15-day period immediately before or after the director's transaction that the Covered Security was purchased or sold by the Fund, or considered for Purchase or Sale.
Any Independent Director who is identified by the Compliance Department as being an Access Person who cannot take advantage of this Section must comply with all reporting requirements applicable to Access Persons set forth in this Code or its Associated Procedures.
2.5 | Non-Federated Hermes Officers of Federated Hermes Funds or Proprietary Client Funds |
(a) | Non-Federated Hermes personnel serving as officers of a fund who are specifically designated as Access Persons subject to this provision shall be so notified by the Compliance Department and shall be deemed to be Access Persons. |
(b) | Such specially designated Access Persons shall be subject to all provisions under this Code applicable to Access Persons (as applicable), except that only the following provisions apply: |
Section 1 | Responsibilities |
Section 2 | Reporting Requirements |
Section 4.1 | Exempt Securities |
Section 4.2 | Discretionary Accounts |
Section 5.1 | General Prohibitions |
Section 5.2 | Equity Initial Public Offerings (IPOs) are Prohibited |
Section 5.3 | Private Placements Require Prior Compliance Approval |
Section 5.5 | Minimum Holding Period – Designated Federated Hermes Funds |
Section 5.6 | Prohibition on Insider Trading |
Section 5.7 | Disclosure or Misuse of Fund Information |
Section 5.9 | Prior Knowledge |
Section 5.11 | Excessive Trading and Market Timing |
Section 5.13 | Restrictions on Investment Clubs |
Section 5.14 | Disclosure of Personal Interests |
Section 6 | Prohibitions on Giving/Receiving Gifts; Political and Charitable Contributions |
Section 7 | Review, Reporting, Education and Sanctions |
Section 8 | Definitions |
(c) | Each specially designated Access Person must notify the Compliance Department of any positions held on the Board of Directors of any publicly held company and any “for-profit” private company. In the event that the Access Person, thereafter, should be advised of an issue relating to any such company, the Access Person must recuse himself or herself from any discussion or consideration of such issues. |
(d) | Violations of this Code and/or suspicious trading activity shall be reported by the Compliance Department to the Senior Manager of such Access Person. A report by the employer of the steps taken in response to the issues raised shall be requested by the Compliance Department and reported to Federated Hermes management, and, in the case of a personal transaction that conflicts with a mutual fund transaction, the fund’s Audit Committee and, ultimately, the fund’s Board of Directors. |
2.6 | Access Persons Acknowledgments of Receipt of Code of Ethics and Amendments |
(a) | The Compliance Department shall provide each Access Person with a copy of this Code annually. The Compliance Department also shall provide each Access Person with a copy of any amendment to this Code promptly after such amendments are adopted (and, to the extent possible, prior to their effectiveness). |
(b) | After receiving the copy of this Code or an amendment to this Code, each Access Person is required to provide the Compliance Department, within the time period prescribed by the Compliance Department, a written or electronic acknowledgment (1) that he or she has received and read this Code or such amendment, and (2) of his or her understanding of and compliance with this Code or such amendment, its requirements and any Associated Procedures. |
3 | Preclearance Requirements |
3.1 | Preclearance of Trades |
Unless subject to a preclearance exception, all Access Persons must preclear every Purchase or Sale of a Covered Security in which the Access Person or member of his or her household has any investment discretion, influence or control (including, without limitation, transactions in pension or profit-sharing plans, Equity Initial Public Offerings (IPOs) (to the extent approved as satisfying the limited exceptions in Sections 5.2(a) or (b) to the general prohibition), and Private Placements), in accordance with the Associated Procedures governing preclearance.
(a) | All Private Placement securities must be precleared by contacting the Compliance Department; |
(b) All other Covered Securities must be precleared using TradeComply;
(c) | Access Persons without access to TradeComply must contact the Compliance Department for assistance in preclearing transactions on their behalf. |
3.2 | Duration and Revocation |
Preclearance approval remains in effect until the end of the following business day. Preclearance approval may be revoked at any time upon notification of revocation being provided by the Compliance Department. Any revocation shall not affect any transaction made prior to such revocation notice being delivered during a time when the preclearance approval was effective.
3.3 | Preclearance Does Not Protect Wrongdoing |
Preclearance approval and the receipt of express prior preclearance approval does not exempt an Access Person from the prohibitions outlined in this Code.
3.4 | Exceptions |
Preclearance requirements do not apply to:
(a) | Shares of any registered open end investment companies, including, without limitation, Federated Hermes open-ended funds included under this Code’s definition of “Covered Security” (note that this exception does not apply to ETFs; all ETF transactions including those involving Federated Hermes ETFs must be precleared); |
(b) | Involuntary purchases or sales, including mandatory corporate actions (e.g. corporate mergers, exchanges); |
(c) | Automatic Investment Plans, including, without limitation, dividend reinvestment plans; or automatic payroll deduction plan purchases that are either (a) made solely with the dividend proceeds, or (b) whereby an employee purchases Securities issued by an employer; |
(d) | Exercise of rights to purchase and any sales of such rights issued by an issuer pro rata to all holders of a class of its Covered Securities, to the extent such rights were acquired from such issuer; |
(e) | Exercise of rights to tender Securities when an offer is made on a pro rata basis to all holders of a class of Covered Securities; |
(f) Gifts or charitable donations of a Covered Security;
(g) | Purchases or sales in discretionary accounts (as outlined in Section 4.2) and/or purchases or sales in other accounts over which the Access Person or household member had or has no investment discretion, influence or control. |
(h) | Purchases and sales of Covered Securities executed by an Independent Director. |
NOTE: Notwithstanding anything in this Section to the contrary, Equity Initial Public Offerings (IPOs) (to the extent approved as satisfying the limited exceptions in Sections 5.2(a) or (b) to the general prohibition) and Private Placements shall in no event be exempt from the preclearance requirements.
3.5 | Exception for Employee Stock Options of a Previous Employer |
Subject to the conditions indicated, an Access Person or Investment Person may exercise employee stock options for Securities of a previous employer, as follows:
· | (a) Access Persons and Investment Persons who are not also Portfolio Managers, Traders or Research Analysts may exercise employee stock options for Securities of a previous employer for cash or in a cashless exercise and hold the stock thereafter without preclearance or restriction that would otherwise be imposed by concurrent fund transactions, but must report the Securities when exercised. |
(b) | Investment Persons who are Portfolio Managers, Traders or Research Analysts may exercise such an employee stock option for cash or in a cashless exercise and hold the stock thereafter, without restriction that would otherwise be imposed by concurrent fund transactions after requesting and receiving in writing a determination by the Compliance Department that no material conflict of interest exists. |
(c) | A cashless exercise of employee stock options of a previous employer may occur without regard to the 60-day rule. |
(d) | All such exception provisions for the exercise of employee stock options shall be conditioned on: |
· | (i) Access Persons and Investment Personnel who are not Portfolio Managers, Traders or Research Analysts must notify the Compliance Department of the exercise of any employee stock options within five business days. |
· | (ii) Investment Personnel who are Portfolio Managers, Traders or Research Analysts must request a determination in writing by the Compliance Department that no apparent material conflict of interest exists prior to the exercise of any employee stock options and may not proceed with the exercise until such determination is received. |
· | (iii) Approval of any such exercise shall be conditioned on full disclosure to the Compliance Department of all communications concerning that Security within Federated Hermes by the Access Person or Investment Person during the seven days prior to the exercise of an employee stock option. |
· | (iv) Any apparent conflict of interest that is identified by the Compliance Department, before or after an exercise of employer stock options shall be reported to the President of the Advisory Companies and the Chief Executive Officer of Federated Hermes, Inc., and investigated further for determination as to whether a violation has occurred. |
3.6 | Federated Hermes Stock and Options Trading |
(a) | All Federated Hermes employees are prohibited from trading Federated Hermes stock during announced blackout periods. |
(b) | All Federated Hermes employees are prohibited from short selling Federated Hermes stock. |
(c) | All Federated Hermes employees are further prohibited from options trading on Federated Hermes stock or purchasing Federated Hermes stock on margin without Compliance Committee approval. |
Note: Employees should refer to the Federated Hermes Policy on Trading and Confidentiality for additional details.
3.7 | Special Rules for Equity Transactions Based on Market Capitalization |
(a) | To insure proper compliance with the Code and limit unintended preclearance mistakes, the Chief Compliance Officer, in conjunction with the President of the Advisory Companies requires all Investment Personnel to preclear all trades in equity securities of issuers having a market capitalization of less than $500 Million manually with the Compliance Department and such requests will be monitored and compared to Fund holdings for any appearance of conflicts of interest. ; |
(b) | Investment Personnel with a proposed transaction in equity securities having a market capitalization of less than $500 Million will be required submit to the Compliance Department a manual preclearance request inclusive of the proposed transaction details along with confirmation that the total requested transaction in the issuer will result in 5% or less of the Investment Person’s total current reported brokerage account exposure/ holdings. Compliance will review the submitted request to ensure that the proposed transaction. will not result in the requesting individual’s aggregate ownership exceeding the lesser of ½ of 1% of the outstanding securities of the issuer or $500,000. Additionally, the requested trade may not result in the Investment Management team, as defined in the Investment Management Organizational Chart, owning 1% or more of the outstanding securities of the issuer. Should an issue arise, the Compliance Department will review this information with the CIO - Global Equity (or Designee) to identify any holdings that might require additional special preclearance requirements and may impose a blackout or holding period of up to 90 days from the date of the last Fund trade in such security. These additional requirements will be communicated to and discussed with each affected Investment Person as they are identified. |
4 | Exempt Transactions |
4.1 | Exempt Securities |
Unless otherwise specified within this Code, purchases or sales of the following Securities are not subject to the Preclearance (Section 3) or Prohibitions and Restrictions (Section 5) sections of this Code:
(a) | Direct obligations of the Government of the United States and U. S. Government Agencies; |
(b) Bankers’ acceptances;
(c) Bank certificates of deposit;
(d) Commercial paper;
(e) | High quality short-term debt instruments1, including, without limitation, repurchase agreements; and |
(f) | Shares of those registered open-end investment companies that are not included under this Code’s definition of “Covered Security”. |
NOTE: Specified provisions of this Code are applicable to investment in Federated Hermes funds included under this Code’s definition of “Covered Security”.
4.2 | Discretionary Accounts |
Discretionary accounts over which the Access Person (or household member) has no investment discretion, but over which the Access Person retains control to designate an investment manager, are not subject to preclearance requirements (Section 3), prohibition of short-term profits (Section 5.4) or blackout periods caused by fund transactions (Section 5.8), but retain the prohibition on trading Federated Hermes stock (Section 3.6), Equity Initial Public Offerings (IPOs) (Section 5.2), the limitations of Private Placements (Section 5.3), and the minimum holding period for designated Federated Hermes Funds (Section 5.5) specified in this Code and are subject to all reporting requirements (Section 2).
It is the Access Person’s responsibility to notify his or her broker or manager of these restrictions and limitations.
Access Persons establishing discretionary accounts and the individuals accepting discretionary authority over such accounts are required to acknowledge, in writing, their understanding and acceptance of the restrictions applicable to such accounts. Access Persons must provide information relating to the investment objective and any restrictions placed on his or her (or household member's) discretionary account(s) and any changes made to those objectives or restrictions to the Compliance Department.
5 | Prohibitions and Restrictions |
5.1 | General Prohibitions |
Every Access Person is prohibited from:
(a) Employing any device, scheme or artifice to defraud the Fund;
(b) | Making any untrue statement of a material fact to the Fund or omitting to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading; |
(c) | Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or |
(d) Engaging in any manipulative practice with respect to the Fund.
Examples: Causing the Fund to purchase a Covered Security owned by the Access Person for the purpose of supporting or driving up the price of the Covered Security, and causing the Fund to refrain from selling a Covered Security in an attempt to protect the value of the Access Person's investment, such as an outstanding option.
Without limiting the foregoing:
(i) | Each Access Person is prohibited from usurping investment or other business opportunities of a Fund for personal benefit (or for the inappropriate benefit of Federated Hermes). Each Access Person owes a duty to the Funds to advance the Funds’ legitimate interests when the opportunity to do so arises. This duty of loyalty is violated if an Access Person personally profits (or allows Federated Hermes to inappropriately profit) from an investment or other business opportunity that rightfully belongs to a Fund. This problem could arise, for example, if an Access Person becomes aware through the use of Federated Hermes or Fund property, information or relationships of an investment opportunity (either a loan or equity transaction) in which the Fund is or may be interested, and then participates in the transaction personally or informs others of the opportunity before offering it to the Fund. An Access Person is prohibited from using Federated Hermes or Fund property, information or relationships for personal gain (or for the inappropriate gain of Federated Hermes); |
(ii) | Each Access Person is prohibited from taking inappropriate or unfair advantage of his or her relationship with a Fund or a Vendor. Under this duty of fair dealing, no Access Person should take advantage of a Fund or a Vendor, or another person or entity, through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. All business conducted on behalf of Federated Hermes is to be done with integrity and high fiduciary, legal and ethical business standards; |
(iii) | Each Access Person is prohibited from misappropriating Federated Hermes or Fund assets; and |
(iv) | Each Access Person is prohibited from taking any action to fraudulently influence, control, coerce, manipulate or mislead any independent accountants engaged in the performance of an audit of Federated Hermes' or a Fund's financial statements for the purpose of rendering such financial statements materially misleading. |
(Any Access Person who is a director, officer or employee of Federated Hermes should also refer to the "Corporate Opportunities," "Fair Dealing," "Protection and Proper Use of Company Assets" and "Improper Influence on the Conduct of Audits" requirements in Federated Hermes' Code of Business Conduct and Ethics. If you have questions concerning the duty of loyalty, the duty of fair dealing, use of assets or conduct of audits, contact the Compliance Department or Federated Hermes’ Deputy General Counsel.)
5.2 | Equity Initial Public Offerings (IPOs) are Prohibited |
Access Persons may not directly or indirectly acquire Beneficial Ownership or exercise investment discretion, influence or control in any equity Security in an Initial Public Offering (IPO) without prior approval. Exceptions may be approved in the following instances:
(a) | Initial Public Offerings (IPOs) relating to Securities of the employer of a spouse, when offered to all employees at the spouse’s level, or the demutualization of insurance companies, banks or savings and loans, if the Access Person owned a policy or held such a prior interest or relationship in or with the issuer, are allowed, and |
(b) | Initial offering of diversified investment funds, including, without limitation, closed-end funds and unit investment trusts (or "UITs") are allowed. |
All such exceptions require reporting and preclearance approval in accordance with the provisions of Sections 2 and 3 above.
Initial public offerings in fixed income securities are permitted, however no Access Person will be allowed to invest in a fixed income Security during a blackout period caused by a Fund trade.
A special purpose acquisition company (SPAC) is a company with no commercial operations that is formed to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. The initial public offerings of SPACs have the same conflict of interest potential as normal equity IPOs (potential usurpation of client opportunity or being offered the opportunity to purchase in the IPO due to client activity with the underwriting broker/dealer). Therefore, purchasing the IPO of SPAC issuances is prohibited as well. Secondary trading of SPAC shares is permitted in accordance with pre-clearance, short-swing profit, and other provisions of the Code.
5.3 | Private Placements Require Prior Compliance Approval |
Access Persons may not directly or indirectly acquire Beneficial Ownership or exercise investment discretion, influence or control in any Private Placement Security without prior approval. Any such transaction requires reporting and preclearance approval directly from the Compliance Department. No Access Person will be allowed to invest in a Private Placement Security in which a Fund has an investment or contemplates participation.
If an Investment Person receives prior approval and acquires a Private Placement Security, the Investment Person must disclose this investment to the Chief Investment Officer (or the Chief Investment Officer’s designee) before the Investment Person may participate in any subsequent consideration of any potential investment by a Fund in the issuer of that Security.
Following a purchase by an Investment Person in an approved personal transaction, any purchase by a Fund of Securities issued by the same company (other than secondary market purchases of publicly traded Securities) will be subject to an independent review by the Compliance Department.
5.4 | Prohibition of Short-Term Profits – 60 Day Rule – Individual Securities |
As a general rule, personal Securities transactions of Access Persons should be for long-term investment purposes and should not be initiated for short-term profits. Profits realized on the sale of an individual Security held less than 60 days must be disgorged.
(a) | When a new purchase results in multiple lots of a Security held in personal portfolios, no lot of the same Security may be sold within 60 days if sale of any lot of the Security would result in a gain. |
(b) | Similarly, no Security may be purchased within 60 days of the sale of the same Security, unless the Security is purchased at a price greater than the price of any sale of the Security within the prior 60 days. |
(c) This prohibition applies to all transactions involving exchange traded funds (ETFS) except for any Federated Hermes exchange traded funds. Federated Hermes exchange traded funds are subject to the holding period based on FIFO outlined in Section 5.5.
Note: The short-term profit prohibition also applies to derivative transactions in securities. Any transaction completed to liquidate a previously established derivative position in a security (either through purchasing or selling the underlying security, assigning a derivative contract, covering margin requirements, or taking an offsetting derivative position) within 60 calendar days of the original transaction date, that results in a gain, would be a violation of the Code. Further, derivative transactions cannot have an expiration date of less than 60 calendar days at the point of purchase.
5.5 | Minimum Holding Period – Designated Federated Hermes Funds |
Any holding of a Federated Hermes’ fund which, according to its prospectus has adopted Frequent Trading Policies and is subject to monitoring for Frequent Trading will be subject to the following conditions:
(a) | The minimum required holding period for shares of Federated Hermes’ funds subject to monitoring for Frequent Trading is 60 days, unless the particular fund has a redemption fee provision lasting for a longer period, in which case the minimum holding period will be the same as the redemption fee period. Holding periods will be measured for fund transactions for this condition on a "first in, first out" (FIFO) accounting basis. |
(b) | In addition to the holding period specified above, shares of Federated Hermes’ funds that are subject to monitoring for Frequent Trading are further subject to the limitations expressed within the prospectus regarding frequency of trading that may be deemed excessive or disruptive, including but not limited to purchases and sales within 30 days or trading that is deemed disruptive over periods longer than 30 days. Such frequent or disruptive trading may occur in the same account or more than one account; that is to say that a purchase may be made in one account and a sale in another account and still be subject to these provisions. Access persons making asset allocation adjustments (transfers between or re-balancing) to investments in Federated Hermes funds that are subject to monitoring for Frequent Trading must observe these limitations and restrictions. A violation of the Frequent Trading Policies of any Federated Hermes Fund will be treated as a violation of the Code and will be subject to sanctions imposed by the Chief Compliance Officer. |
(c) | Systematic purchases (periodic contributions or 401k deferrals) or systematic or periodic withdrawals, that are part of a regular pattern, as determined by the Compliance Department, will generally not trigger a holding period violation. Similarly, required income distributions by a trust, minimum required individual retirement account (IRA) distributions and 529 Plan distributions for education expenses will not generally trigger a holding period violation. |
(d) | The Compliance Department shall be authorized to grant further exception from the required holding period in cases of exceptional hardship that could not be reasonably foreseen by an Access Person. |
(e) | The minimum required holding period for shares of any Federated Hermes’ exchange traded funds (ETFs) is 60 calendar days (based on FIFO) and systematic purchases that are part of a regular pattern, as determined by the Compliance Department, will generally not trigger a holding period violation. Activity involving Federated Hermes exchange traded funds also require preclearance as outlined in Section 3.1. |
5.6 | Prohibition on Insider Trading |
Use of material, non-public information about any issuer of Securities by an Access Person is prohibited, regardless of whether such Securities are held by or have been recommended for any Fund. “Material non-public information” relates not only to issuers, but also includes, without limitation, an Adviser’s Securities recommendations and Fund Securities holdings and transactions. In limited instances, awareness of material, non-public information relating to a specific Federated Hermes Fund, could subject certain Access Persons, as identified by the Compliance Department, to a blackout period during which those specified Access Person would be prohibited from buying or selling shares of the Fund.
(See the Federated Hermes “Policy on Trading and Confidentiality” for more information. Also, any Access Person who is a director, officer or employee of Federated Hermes should also refer to the "Insider Trading" requirements in Federated Hermes' Code of Business Conduct and Ethics. If you have questions concerning insider trading issues, contact the Compliance Department or Federated Hermes’ Deputy General Counsel.)
5.7 | Disclosure or Misuse of Fund Information |
Selective disclosure to third parties or misuse of any material, nonpublic Fund-related information by an access person is prohibited. No portfolio holdings or any other material, nonpublic information regarding a Fund may be disclosed, unless the same data is posted on the public website for other investors or is otherwise publicly available on a simultaneous basis. “Material” information is defined as any Fund-related information that might be expected to impact an investor's decision to buy, sell or hold a Fund or Security, and may include, without limitation, holdings, trading strategies, pending transactions, performance or performance attribution, duration, yields or other key statistics. Requests for public disclosure of previously undisclosed information or to release information on a more frequent schedule must be approved by the President of the Advisory Companies and the Chief Compliance Officer.
The Purchase or Sale of Federated Hermes fund shares based on material, nonpublic information about the fund's portfolio is similarly prohibited.
(See the Federated Hermes “Fund Information Disclosure Policy” for more information. Also, any Access Person who is a director, officer or employee of Federated Hermes should also refer to the "Confidentiality" requirements in Federated Hermes' Code of Business Conduct and Ethics. If you have questions concerning disclosure or misuse of Fund information, contact the Compliance Department or Federated Hermes’ Deputy General Counsel.
5.8 | Blackout Periods – Fund Trades |
Portfolio Managers,Research Analysts and ETF Operations Personnel identified as serving a Fund or group of Fund(s) are prohibited from purchasing or selling any Covered Security for which there is an open “buy” or “sell” order or any Covered Security that has been purchased or sold by those Fund(s) within fifteen (15) calendar days before or after the Fund purchases or sells that Security. Personal transactions that occur before transactions in those Fund(s) will be prohibited if the aggregate related open “buy” or “sell” orders and/or purchases or sells of that Covered Security by those Fund(s) are thereafter determined to have been of an amount sufficient to trigger a blackout period. Transactions of those Funds in any amount will cause personal transactions to be prohibited for fifteen days after the trades. This provision supersedes any prior preclearance.
Investment Personnel who are not among the Portfolio ManagersResearch Analysts and ETF Operations Personnel identified as serving the Fund(s), as provided above, may not purchase or sell a Covered Security within seven (7) calendar days after one or more Funds have open “buy” or “sell” orders and/or purchases or sells in the same Covered Security in an amount sufficient to trigger a blackout period, subject to any prior preclearance.
All other Access Persons may not purchase or sell a Covered Security on any day during which one or more Funds have open “buy” or “sell” orders and/or purchases or sells the same Covered Security in an amount sufficient to trigger a blackout period, subject to any prior preclearance.
NOTE: For purposes of administering this Section, all MDT employees shall be considered Investment Personnel, but generally no MDT employees shall be considered portfolio managers, traders or research analysts.
The Compliance Department shall have discretion in determining the methodology by which blackout periods are calculated.
5.9 | Prior Knowledge |
No Access Person may execute a personal transaction, directly or indirectly, in any Covered Security and no prior preclearance will apply, when he or she knows, or should have known, that the Covered Security is being:
(a) | Considered for Purchase or Sale by the Fund; or |
(b) | Purchased or sold by the Fund. |
5.10 | Serving as a Director or Officer of Outside Organizations |
This Section applies to Access Persons, but not any household members of such Access Persons.
While serving the community is a worthy objective, a director or officer of any organization has access to sensitive information and charts the course of that entity. Federated Hermes must take safeguards to shield Federated Hermes and Access Persons (including, without limitation, Investment Personnel) from even the appearance of impropriety. To that end:
(a) | All Access Persons are prohibited from serving as an officer or director of any other organization unless written approval is first granted by the Compliance Committee. Approval of the Committee is not required in those situations where the organization is not-for-profit and does not issue securities. |
(b) | All Access Persons must notify the Chief Compliance Officer in writing (by completing the Non-Federated Hermes Business or Board Activity request form) of any organization for which such Access Person serves in compliance with this Section: (1) initially upon becoming an Access Person or, (2) before they accept and begin to serve as an officer or director, and/or (3) upon resigning from any such position. |
(c) | If approval to serve as an officer or director of an organization is granted, an Access Person has an affirmative duty to (1) recuse himself or herself from participating in any deliberations inside Federated Hermes regarding such organization, and (2) not share non-public information of such organization with any Federated Hermes personnel (including, without limitation, any Investment Personnel). |
(d) | The President of the Advisory Companies and all Investment Personnel reporting directly or indirectly to him are further prohibited from serving as an officer or director of any publicly issued or privately held issuer of a Security (whether “for profit,” “not for profit,” “charitable” or otherwise) that is or may become an eligible investment for a Fund unless an exception is granted by the Compliance Committee pursuant to the following provisions: |
(i) | In the case of charitable, eleemosynary, municipal or educational organizations only, if the organization has no securities outstanding or if all Chief Investment Officers confirm in writing that the securities of the issuer either are not qualified for investment by the funds or that adequate alternative investments are available, and the President of the Advisory Companies approves, then the Compliance Committee may approve service as an officer or director by an Investment Person, subject to semi-annual confirmation by the Chief Investment Officers and approval by the President of the Advisory Companies that these conditions have not changed. |
(ii) | In the instances specified in Paragraph d. (i) of this Section, above, the Compliance Department shall maintain the organization on the Funds Restricted List. Inclusion on the Restricted List shall make any security of the issuer an ineligible investment for the funds. The Compliance Department shall communicate the Restricted List to all Chief Investment Officers and the President of the Advisory Companies quarterly. |
(iii) | If an Investment Person, at the time of adoption of this amended provision of the Code or, in the case of a new hire, at the time of his or her employment, is serving as an officer or of a charitable or eleemosynary organization that has issued securities eligible for or owned by the funds, then the Investment Person shall recuse himself or herself from all discussions concerning possible investment by the funds in such security and may request that his or her current term in such role may be completed. The Compliance Committee may approve completion of terms under such circumstances if it deems the remaining term reasonable. Approval to continue a current term will not permit the Investment Person to begin another term on the board. |
(iv) | If a Security issued by a charitable or eleemosynary organization becomes an eligible investment for a Fund while an Investment Person is serving as an officer or director, the Investment Person shall be subject to the same terms as are provided in Paragraph (d)(iii) of this Section, above. |
(v) | If a Security issued by any organization that is not a charitable or eleemosynary organization becomes an eligible investment for a Fund after an Investment Person has begun serving as an officer or director, the Investment Person must immediately resign from such role and recuse himself or herself from all matters relating to the organization. |
(e) | If an Access Person serves as an officer or director of a non-public organization, and the organization seeks to issue securities, such Access Person must, promptly after the company’s intention to issue securities becomes public, take steps to notify the Chief Compliance Officer in writing. If an exception has not been reconfirmed under this Section or if continued service would be prohibited under this Section, as of the time when the organization’s securities are first offered to the public, then the Access Person must immediately resign from such board and recuse himself or herself from all board matters. |
(f) | Nothing in this Section limits or restricts service on the Board of Federated Hermes, its subsidiaries, Federated Hermes Funds, Proprietary Funds, or other funds administered by subsidiaries of Federated Hermes. |
NOTE: Any Access Person who is a director, officer or employee of Federated Hermes should also refer to the "Corporate Boards" requirements in Federated Hermes' Code of Business Conduct and Ethics.
5.11 | Excessive Trading and Market Timing |
(a) | Access Persons are strongly discouraged from trading excessively. This applies to both individual Securities and registered investment company Securities included under this Code’s definition of “Covered Security.” The Chief Investment Officers, the President of the Advisory Companies and the Head of Trading will review the transaction volume of Investment Personnel on a quarterly basis. The transaction volume of other Access Persons may be reviewed with other managers periodically. |
(b) | Access Persons are prohibited from market timing. This includes, without limitation, entering into any agreement or arrangement to permit market timing by any fund, shareholder or accountholder or in any fund, or by any broker, dealer, bank or other financial institution, person or entity. Frequent or short-term trading into and out of funds can have adverse consequences for the funds, shareholders and accountholders who use the funds as long-term investment vehicles. Such trading in significant amounts can disrupt the funds' investment strategies (e.g., by requiring the funds to sell investments at inopportune times or maintain excessive short-term or cash positions to support redemptions or cash flow needs), increase brokerage and administrative costs and affect the timing and amount of taxable gains distributed by or in respect of the funds. Such trading may also seek to profit by estimating changes in a fund’s net asset value in advance of the time as of which net asset value is calculated. |
5.12 | Independent Directors |
Notwithstanding the other restrictions or exemptions provided under this Code, Independent Directors (other than Independent Directors identified by the Compliance Department as being Access Persons subject to additional provisions of this Code) and their household members are subject only to the following Code restrictions:
Section 5.1 | General Prohibitions |
Section 5.5 | Minimum Holding Period – Designated Federated Hermes Funds |
Section 5.6 | Prohibition on Insider Trading |
Section 5.7 | Disclosure or Misuse of Fund Information |
Section 5.9 | Prior Knowledge |
Section 5.11 | Excessive Trading and Market Timing |
In order to monitor compliance with the above referenced Code provisions, Section 2.4 further requires Independent Directors to disclose holdings and transactions in certain Federated Hermes funds (including Federated Hermes ETFs) for themselves and their household members.
5.13 | Restrictions on Investment Clubs |
Investment Personnel who wish to participate in an investment club must request Chief Investment Officer approval prior to joining in the club activity. Names of other club members must be disclosed. The Chief Investment Officer shall notify the Compliance Department when such approval is granted.
Access Persons will be deemed to have investment discretion, influence or control in any trade by the club. All investment club activity by any Access Person will require preclearance and must be reported by duplicate confirms and statements.
5.14 Disclosure of Personal Interests
All Access Persons (including, without limitation, Investment Personnel) are prohibited from:
(a) | Recommending, implementing or considering any Securities transaction for a Fund, or |
(b) | Negotiating any agreement or otherwise arranging for any relationship with any Vendor, |
without having disclosed in writing to the Chief Investment Officer (in the case of Investment Personnel) (or another person designated by the Chief Investment Officer) (Chief Investment Officers shall disclose to the President of the Advisory Companies) or the Compliance Department (in the case of all other Access Persons):
(i) | any material Beneficial Ownership, business or personal relationship, or other material interest, that the Access Person has in an issuer or its affiliates, or in a Vendor, or |
(ii) | other material conflict of interest that the Access Person has with an issuer or its affiliates or with a Vendor. |
If the Chief Investment Officer (or other designated person) or Compliance Department determines that the disclosed interest is a material conflict of interest, then the Access Person may not participate in (a) any decision-making process regarding the Securities of that issuer, or (b) any negotiations or discussions with any Vendor.
In addition to the specific requirements above, each Access Person has the responsibility to use his or her best judgment to assess objectively whether there might be even the appearance of a conflict of interest or acting for reasons of personal gain (or the inappropriate gain of Federated Hermes to the detriment of a Fund, an issuer or its affiliates or a Vendor). If you have questions regarding disclosure of personal interests and conflicts of interest, contact the Compliance Department or Federated Hermes’ Deputy General Counsel).
NOTE: Refer also to the "Conflicts of Interest" and "Personal Financial Interests; Outside Business Interests" requirements in Federated Hermes' Code of Business Conduct and Ethics.
6 | Prohibitions on Giving/Receiving Gifts; Political and Charitable Contributions |
Access Persons are in a position of trust and must exercise great care to preserve their independence. As a general rule, no Access Person should ever receive, solicit, make or offer an inappropriate payment or anything of value in exchange for a decision involving Federated Hermes’, a Fund's or a Vendor's business. Decisions must be made in an unbiased manner. Bribery, kickbacks and other improper payments have no place in Federated Hermes' business.
Without limiting the foregoing general principles:
(a) | Every Access Person is prohibited from giving, either individually or in the aggregate with all other Access Persons, or receiving any gift, favor, preferential treatment, valuable consideration, or other thing of more than a de minimis value in any year to or from any Fund, or other person or entity, from, to or through whom Fund purchases or sells Securities, or an issuer of Securities or its affiliates or a Vendor. For purposes of this Code, “de minimis value” is equal to $100 in the aggregate in the US; £50 in the aggregate in the UK; and, €100 in the aggregate in Germany or less. This prohibition does not apply to: |
· | (i) salaries, wages, fees or other compensation paid, or expenses paid or reimbursed, in the usual scope of an Access Person's employment responsibilities for the Access Person's employer; |
· | (ii) meals, refreshments or entertainment of reasonable value in the course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions; |
· | (iii) advertising or promotional material of nominal value, such as pens, pencils, note pads, key chains, calendars and similar items; |
· | (iv) the acceptance of gifts, meals, refreshments, or entertainment of reasonable value that are related to commonly recognized events or occasions, such as a promotion, new job or recognized holiday; or |
· | (v) the acceptance of awards, from an employer to an employee, for recognition of service and accomplishment. |
Note: Access Persons must be aware that in certain instances, gifts and/or various forms of entertainment may be subject to lower limitations or be prohibited entirely to certain individuals, including government officials, and it remains the obligation of the Access Person to verify actual limits or prohibitions with the Compliance Department, (which may further require discussion with the Legal Department) prior to making a gift or engaging in such other activities. Such activities may be limited or prohibited by federal, state, local or foreign laws.
Investment Personnel should also refer to the Investment Management Gift and Entertainment Policy and Procedures.
(b) | Every Access Person is prohibited from (i) making political or charitable contributions solely for the purpose of obtaining or retaining assets from, or advisory contracts or other business relationships with, federal, state, local or foreign governments or governmental agencies, or political subdivisions of any of them, or charitable organizations; and (ii) considering an Adviser’s or Federated Hermes’ current or anticipated business relationships as a factor in soliciting political or charitable donations. |
NOTE: Any Access Person who is a director, officer or employee of Federated Hermes should also refer to the "Payments and Gifts" requirements in Federated Hermes' Code of Business Conduct and Ethics. Any Access Persons who are subject to the Broker-Dealer Written Supervisory Policies and Procedures also should consult those procedures for additional guidance on the receipt of gifts and gratuities. If you have questions regarding the receipt of gifts or political and charitable contributions, contact the Compliance Department or Federated Hermes’ Deputy General Counsel.
7 | Review, Reporting, Education and Sanctions |
7.1 | Management Review of Investment Personnel’s Trading Activity |
The President of the Advisory Companies, the Chief Investment Officers, the Head of Trading and such additional managers as the President of the Advisory Companies may designate will receive monthly reports of investment-related activity by Investment Personnel, such as preclearance requests, executed transactions and any other activity. Personal investment data will be reviewed to determine whether the transactions conflict with any Fund activity and whether the transactions appear appropriate and consistent with the position and responsibility of the Investment Person.
7.2 | Compliance Review of Reports and Trading Activity, and this Code of Ethics |
Federated Hermes’ Compliance Department will review all initial holdings reports, confirmations, quarterly transaction reports, annual holdings reports and other reports and information required to be submitted under this Code to identify improper trading activity or patterns of trading, and to otherwise seek to verify compliance with this Code. Without limiting the foregoing, the Compliance Department will review personal trading activity and trading records to identify possible violations, including:
(a) Delay in reporting individual investments or investment accounts;
(b) Failure to report individual investments or investment accounts;
(c) Filing false or incomplete reports;
(d) Failure to preclear individual trades;
(e) Executing trades that violate provisions of this Code; and
(f) Failure to comply with the receipt of gifts provision.
In addition, the review may also include (as applicable, and in the Compliance Department's discretion): (i) a comparison of personal trading to applicable restricted lists; (ii) an assessment of whether an Access Person is trading for his or her own account in the same Securities he or she is trading for Funds (and, if so, whether the Funds are receiving terms as favorable as the Access Person takes for himself or herself); (iii) an assessment of Access Person trading patterns for indications of abuse (including, without limitation, "market timing"); (iv) an analysis of any substantial disparities between the quality of performance an Access Person receives for his or her own account and that he or she receives for Funds; and (iv) an analysis of any substantial disparities between the percentage of personal trades that are profitable and the percentage that are profitable when he or she places trades for Funds.
Federated Hermes' Compliance Department also will review this Code, and the implementation, effectiveness and enforcement of this Code, at least once annually or more frequently in response to material changes in legal requirements or business practices, as contemplated by Federated Hermes' written compliance program.
7.3 | Self-discovery and Reporting |
(a) | Each Access Person is required to report violations or suspected violations by any party of this Code promptly to the Compliance Department. If the person within the Compliance Department that receives the report is not the Chief Compliance Officer, that person must report all violations reported to the Chief Compliance Officer. |
(b) | Immediate disclosure by an Access Person to the Compliance Department of a self-discovered violation and correction of that violation (including, without limitation, the immediate disgorging of any gain) will generally be treated as a violation to be recorded, but not as a material violation, if the Access Person has not benefited by the transaction and the Compliance Department determines that the violation was not intentional. |
(c) | It is Federated Hermes' policy that retaliation against Access Persons who report actual or suspected violations of this Code is prohibited. Any actual or attempted retaliation will be treated as a separate violation of this Code, which will be subject to sanction in accordance with Section 7.5 below (including, without limitation, termination). |
NOTE: Any Access Person who is a director, officer or employee of Federated Hermes should also refer to the "Reporting of any Illegal or Unethical Behavior" requirements in Federated Hermes’s Code of Business Conduct and Ethics. If you have questions concerning reporting violations, contact the Compliance Department or Federated Hermes’ Deputy General Counsel.
7.4 | Education |
From time to time the Compliance Department will schedule training sessions or may otherwise distribute educational materials regarding this Code. Access Persons are required to participate in all training sessions offered. Access Persons will be required to provide a written acknowledgment that the Access Person received, read and understood the Code and its administration.
7.5 | Sanctions |
Upon determining that a violation of this Code or its Associated Procedures has occurred, the Chief Compliance Officer may take such actions or impose such sanctions, if any, as may be deemed appropriate, including, without limitation:
(a) Issue a letter of censure;
(b) Assess a fine, either nominal or substantial;
(c) Require the unwinding of trades;
(d) Require the disgorging of profits;
(e) | Disallow discretionary accounts or required preclearance of discretionary account trades; |
(f) Prohibit or place further restrictions on personal trading or other activities;
(g) Recommend suspension;
(h) Recommend a reassignment of duties or job functions; or
(i) Recommend that the employment of the violator be terminated.
7.6 | Factors for Consideration |
Sanctions listed above may be assessed individually or in combination. Prior violations of the Access Person and the degree of responsibility exercised by the Access Person will be taken into consideration in the assessment of sanctions.
In instances where a member of the Access Person’s household commits the violation, any sanction will be imposed on the Access Person.
If extraordinary or unforeseen circumstances exist, an appeal may be directed to the Compliance Department. Appeals are solely within the discretion of the Chief Compliance Officer. The Chief Compliance Officer shall further have full discretion and authority to make special provision under and/or interpret or apply provisions of this Code.
7.7 | Reporting of Violations |
(a) | Violations of Investment Personnel and proposed sanctions will be reported to the responsible Chief Investment Officer and/or Manager. Violations of other Access Persons, and proposed sanctions, will be reported to the responsible Senior Manager. All violations and the proposed sanction will be reported to Senior Management and the Board of Directors of the Federated Hermes Funds quarterly. |
(b) | Any patterns or trends noted and any difficulties in administration of this Code shall be reported to Senior Management and to the Board of Directors of the Federated Hermes Funds, at least annually. |
8 | Definitions |
8.1 | 1933 Act |
The “1933 Act” means the Securities Act of 1933, as amended.
8.2 | 1934 Act |
The “1934 Act” means the Securities Exchange Act of 1934, as amended.
8.3 | 1940 Act |
The “1940 Act” means the Investment Company Act of 1940, as amended.
8.4 | Access Person |
“Access Person” means any person who participates in or who: (i) in connection with his or her duties, obtains or could obtain any information concerning recommendations on Covered Securities being made by the investment adviser to any Fund or (ii) any person who has access to nonpublic information regarding any Fund’s Purchase or Sale of Securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund.
“Access Person” includes, without limitation, a director, trustee, officer, managing general partner, general partner, or Investment Person of a Fund, of the Underwriter, and of the Adviser and other persons designated by the Compliance Department, any trust over which an Access Person is a trustee with investment discretion, influence or control, (either for the benefit of the Access Person or for any other party), any closely-held entity (such as a partnership, limited liability company or corporation) and any account (including, without limitation, any retirement, pension, deferred compensation or similar account) with respect to which the Access Person has investment discretion, influence or control.
Activity (including, without limitation, trading activity) by an Access Person’s household members will generally be attributed to the Access Person. (If emancipated adult children or other independent parties also reside in the household, the Access Person must either declare that the Access Person has no discretion, influence or control over the investment decisions of such other party or the Access Person must report the party as an Access Person.)
8.5 | Adviser |
“Adviser” means any subsidiary of Federated Hermes registered as an investment adviser with the SEC.
8.6 | Advisers Act |
“Advisers Act” means the Investment Advisers Act of 1940, as amended.
8.7 | Associated Procedures |
“Associated Procedures” means those procedures and/or statements that have been adopted by the Underwriter, the Adviser, a Fund or the Compliance Department, and which are designed to supplement this Code and its provisions.
8.8 Automatic Investment Plan
“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An “Automatic Investment Plan” includes, without limitation, a dividend reimbursement plan.
8.9 | Beneficial Ownership |
“Beneficial Ownership” will be attributed to an Access Person in all instances where the Access Person directly or indirectly (i) possesses the ability to purchase or sell the Covered Securities (or the ability to direct the disposition of the Covered Securities); (ii) possesses voting power (including the power to vote or to direct the voting) over such Covered Securities; or (iii) receives any benefits substantially equivalent to those of ownership. It is the intent of Federated Hermes that “Beneficial Ownership” be interpreted in the same manner as it would be under 17 C.F.R. § 240.16a-1(a)(2) in determining whether a person has Beneficial Ownership of a Security for purposes of Section 16 of the 1934 Act and the rules and regulations thereunder.
8.10 | Board |
The “Board” means, with respect to a fund, the board of directors or trustees or any other group serving a similar function that has adopted this Code on behalf of the fund.
8.11 | Code |
“Code” means this Code of Ethics and any Associated Procedures.
8.12 | Compliance Committee |
“Compliance Committee” means the committee referenced under the Federated Hermes Code of Business Conduct and Ethics, consisting of, among others, the Chief Compliance Officer, the Deputy General Counsel, the Chief Audit Executive and the Chief Risk Officer.
8.13 | Compliance Department |
The “Compliance Department” means the Chief Compliance Officer of Federated Hermes and those other individuals designated by him or her as responsible for implementing this Code and the Associated Procedures.
8.14 | Control |
“Control” has the same meaning as that set forth in Section 2(a)(9) of the 1940 Act.
8.15 | Covered Security |
“Covered Security” means any Security, or interest in a Security held in any form, not expressly excluded by provisions of this Code, including, without limitation: equity and debt Securities; derivative Securities, including, without limitation, options on and warrants to purchase equity or debt Securities; shares of closed-end investment companies; all exchange traded funds; investments in unit investment trusts; and any related instruments and Securities. “Covered Security” also means shares of any Reportable Funds and any 529 Plan or annuity employing such funds, unless specifically excluded in the paragraph below. Also included are futures, swaps and other derivative contracts.
“Covered Security” does not include: (1) direct obligations of the Government of the United States or U. S. Government Agencies (regardless of their maturities); (2) bankers' acceptances; bank certificates of deposit; commercial paper; high quality short-term debt instruments, including repurchase agreements; (3) shares of 1940 Act registered investment companies that are designated as money market funds; (4) shares issued by 1940 Act registered open-end investment companies (other than Reportable Funds) in a direct account with a mutual fund or 529 Plan or annuity offeror when that account may only hold registered open-end investment company Securities; or (5) shares issued by unit investment trusts (or "UITs") that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.
8.16 Federal Securities Laws
“Federal Securities Laws” means (a) the 1933 Act, (b) the 1934 Act, (c) the Sarbanes-Oxley Act of 2002, (d) the 1940 Act, (e) the Advisers Act, (f) Title V of the Gramm-Leach Bliley Act, (g) any rules of the SEC promulgated under any of the statutes identified in (a) through (f) above, (h) the Bank Secrecy Act as it applies to registered mutual funds and investment advisers, and (i) any rules adopted under the Bank Secrecy Act by the SEC or the Department of Treasury.
8.17 Federated Hermes
“Federated Hermes” means Federated Hermes, Inc. and any of its subsidiaries as the context may require.
8.18 Fund
“Fund” means (i) each investment company registered under the 1940 Act (and any series or portfolios of such company) for which an Adviser serves as an investment adviser (as defined in § 2(a)(20) of the 1940 Act or an Underwriter serves as a principal underwriter (as defined in §§ 2(a)(29) and (40) of the 1940 Act) and (ii) any other investment account or portfolio over which an Adviser exercises investment discretion (whether pursuant to a direct advisory agreement, through a managed account or "wrap fee" program, or otherwise), and (iii) any investment adviser, broker, dealer, bank, or other financial institution to which Federated Hermes provides non-discretionary investment advisory services.
8.19 | Independent Director |
“Independent Director” means a member of the Federated Hermes Funds’ Board who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.
8.20 | Influence |
Influence means taking an action that is reasonably expected to materially modify the independent investment decision-making of a person who controls or otherwise has investment discretion with respect to an account (whether by imposing a restraint on such decision-making ability or directing a decision).
8.21 | Initial Public Offering |
“Initial Public Offering” means an offering of Securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.
8.22 | Investment Person; Investment Personnel |
“Investment Person” or “Investment Personnel” means (a) Access Persons with direct responsibility and authority to make investment decisions affecting the Fund (such as portfolio managers and Chief Investment Officers) and individuals who provide information and advice to such portfolio managers (such as Securities analysts); and (b) those who assist in executing investment decisions for the Fund (such as traders) and their related staff members.
“Investment Person” or “Investment Personnel” further means any trust over which an Investment Person is a trustee with investment discretion, influence or control, (either for the benefit of the Investment Person or for any other party), any closely-held entity (such as a partnership, limited liability company or corporation) in which an Investment Person holds a Controlling interest and with respect to which he or she has investment influence or control, and any account (including, without limitation, any retirement, pension, deferred compensation or similar account) with respect to which the Access Person has investment discretion, influence or control. Investment Person is intended to include and includes persons deemed to be Supervised Persons pursuant to Rule 204A-1 under the Investments Advisers Act of 1940, as further defined hereunder.
Activity (including, without limitation, trading activity) by an Investment Person’s household members will generally be attributed to the Investment Person. (If emancipated adult children or other independent parties also reside in the household, the Investment Person must either declare that the Investment Person has no discretion, influence or control over the investment decisions of such other party or the Investment Person must report the party as an Investment Person.)
8.23 | Private Placement |
“Private Placement” (or “limited offering”) means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) of the 1933 Act or pursuant to rule 504, rule 505 or rule 506 under the 1933 Act.
8.24 | Purchase or Sale |
“Purchase or Sale” of a Security or Covered Security includes, among other things, the writing of an option, future or other derivative contract to purchase or sell a Security or Covered Security.
8.25 | Reportable Fund |
“Reportable Fund” means any 1940-Act registered open end investment company for which an Adviser serves as investment adviser as defined in Section 2(a)(2) of the 1940 Act, or any 1940-Act registered investment company whose investment adviser or principal underwriter Controls an Adviser, is Controlled by an Adviser or is under common Control with an Adviser.
8.26 | SEC |
The “SEC” means the Securities and Exchange Commission of the United States, and any successor thereto.
8.27 | Security |
“Security” or "Securities" means any security as defined in Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act.
8.28 | Supervised Person |
· "Supervised Person" means directors, officers and partners of an Adviser (or other persons occupying a similar status or performing similar functions), employees of an Adviser, and any other person who provides advice on behalf of an Adviser and is subject to the Adviser’s supervision and control.
8.29 | Underwriter |
“Underwriter” means any subsidiary of Federated Hermes registered as a broker/dealer with the SEC.
8.30 | Vendor |
"Vendor" means any borrower, lender, tenant, landlord, supplier, service provider (including, without limitation, a service provider to a mutual fund) or other vendor of Federated Hermes (including, without limitation, any Adviser or any other affiliate), any managed account or "wrap fee" program sponsor or turnkey platform provider, or any other third party that has or is seeking a relationship with Federated Hermes (including, without limitation, any Adviser or other affiliate).
Approved by: /s/ John B. Fisher | Date: 04/23/2021 |
President of the Advisory Companies | |
Approved by: /s/ Stephen Van Meter | Date: 04/26/202 |
Compliance | |
Addendum
ACCESS PERSONS PROCEDURES
1 Preclearance Approval Using TradeComply
(a) | All Access Persons who wish to effect a personal Securities transaction, whether a purchase, sale, or other disposition, must preclear the Covered Security in TradeComply prior to engaging in the transaction. Private Placement securities must be precleared directly through the Compliance Department. |
(b) | When trading options, the Access Person must preclear the option and the underlying Security before entering into the option contract. |
(c) | Based on established criteria, TradeComply determines whether the contemplated transaction should be permitted. The primary criterion applied is whether the Covered Security is on the Federated Hermes Equity Restricted List or Open Order lists, or whether the Covered Security was traded by any of the Federated Hermes advised Funds (fund trade information is updated nightly in TradeComply). |
(d) | Approval is either granted or denied immediately in TradeComply. |
(e) | If approval is denied, the contemplated personal transaction in that Covered Security is prohibited until prior approval is subsequently granted upon request in TradeComply. |
(f) | If approval is granted, the Access Person is free to effect the personal transaction in that Covered Security until the end of the next trading day only (subject to revocation as contemplated in Section 3.2 of this Code). In this regard, open orders extending beyond the next trading day (good till cancel) must be resubmitted for approval in TradeComply to comply with this Code. |
(g) | All trade requests and their dispositions are maintained in TradeComply and reviewed by the Compliance Department in conjunction with other information provided by Access Persons in accordance with this Code. |
(h) | The Compliance Department reviews all potential violations identified by TradeComply after Fund trades and personal trades have been compared and determines the appropriate action to be taken to resolve each identified violation. |
2 Federated Hermes Funds Compliance Review
Access Persons must provide all relevant information concerning investments in Federated Hermes funds held in accounts with financial institutions or intermediaries (banks, broker-dealers, etc.) to the Compliance Department in the same manner and subject to the same timing requirements as individual Securities.
3 Non-U.S. Based Federated Hermes Access Persons
(a) | Access Persons who are not located in the U.S. must request preclearance approval from the Compliance Department via email. Access Persons must provide specific trade details including the issuer name, anticipated date of transaction, full name of Security (i.e., title), description (i.e., type), CUSIP or SEDOL number or exchange ticker symbol, number of shares and principal amount, interest rate and maturity date (if applicable) and the type of transaction (purchase or sale). The Compliance Department requests preclearance for the transaction through TradeComply during normal business hours on the day the request is received. The Compliance Department notifies the Access Person via email of the results of the preclearance request. |
If the trade request is approved, the Access Person must execute the trade no later than the close of business on the business day following the date of the request (subject to revocation as contemplated in Section 3.2 of this Code).
4 Non-Federated Hermes Access Persons
(a) | Transaction and holdings information of non-Federated Hermes officers of Federated Hermes and/or proprietary funds shall be reviewed on a quarterly basis to determine whether any patterns of conflict are exhibited with any Funds for which Federated Hermes has access to Fund transaction information, and |
(b) | Data relating to the trades of all personnel designated as Access Persons of a Fund for which Federated Hermes does not have access to Fund transaction information will be submitted to Compliance Department or other appropriate personnel of the Fund’s adviser for review on a quarterly basis. |
COMPLIANCE DEPARTMENT PROCEDURES
1 | Preclearance |
(a) | Documentation of valid preclearance approval, including a statement that the Access Person was not aware of any consideration of a Security by research analysts or Fund portfolio managers for a recommendation, an actual Fund trade or an anticipated transaction, shall be conclusive for purposes of reviewing a personal transaction, unless additional facts or a preponderance of circumstances suggest otherwise. This conclusive presumption does not apply to research analysts covering or recommending a Covered Security involved in a Fund trade or portfolio managers of a Fund making a trade in that Security. |
(b) | Before approving a preclearance request for a Private Placement, submitted by an Access Person, the Compliance Department shall inquire of the appropriate portfolio manager(s) and head trader(s) as to whether an order is pending or expected to be entered for the same Security. In cases where an Investment Person has submitted the request for preclearance, the Compliance Department shall also notify the Chief Investment Officer to whom the Investment Person reports. The Compliance Department will notify the Access Person as to whether or not the investment has been precleared. |
2 Initial Reporting Process
(a) | A member of the Compliance Department meets with each new Access Person and reviews this Code, the Insider Trading Policy and the procedures for preclearing personal Securities transactions through TradeComply. |
(b) | The Access Person is required to complete the “Certification and Acknowledgment Form” to acknowledge his/her understanding of this Codeand return it to the designated Compliance Assistant within ten (10) calendar days. |
(c) | In addition, the Access Person is required to complete the “Personal Security Portfolio Forms” which includes information detailed in Section 2.1 of the Code, and: |
NOTE: Information provided by the Access Person must be current as of a date no more than 45 days before the report is submitted. Failure to provide that information within 10 calendar days is deemed a violation of the Code and SEC Rules.
(d) | Separate forms must be completed for the Access Person and all household members as defined in Section 8.4 of this Code. The signed form(s) must be returned to the Compliance Department within ten (10) calendar days. |
(e) | A member of the Compliance Department inputs current portfolio holdings information into TradeComply as “initial” holdings. |
(f) | The Compliance Department notifies each broker, dealer, bank or other financial institution that duplicate confirmations and statements for the Access Person and household members, if applicable, must be sent to the Chief Compliance Officer, effective immediately. The Compliance Department also will obtain reports on accounts held directly with Federated Hermes’ Transfer Agent and 401k Plan Administrator. |
3 Quarterly Reporting Process
(a) | On the first business day after each calendar quarter end, the Compliance Assistant sends an e-mail to each Access Person giving step-by-step instructions on how to complete the quarterly reporting requirements using TradeComply. |
(b) | By the date specified by the Compliance Department (but no later than thirty (30) calendar days of the quarter end), the Access Person is required to: |
(i) | review for accuracy all Covered Security transactions recorded during the previous calendar quarter in all personal and household member accounts; |
(ii) | review all open account information, including names of broker-dealers, banks and other financial institutions, addresses and account numbers; |
(iii) | notify the Compliance Department of any new accounts established with broker-dealers, banks or other financial institutions during the quarter and the date the account was established; |
(iv) | resolve any discrepancies with the Compliance Department; |
(v) | record an electronic signature and date on TradeComply. |
Information provided by the Access Person must be current as of a date no more than 45 days before the report is submitted. Failure to provide that information within 10 calendar days is deemed a violation of the Code and SEC Rules.
· The information required shall include the information detailed in Section 2.2 of the Code.
· An Access Person need not submit a quarterly Securities transactions report to the extent that the report would duplicate information contained in broker trade confirmations or account statements delivered to Federated Hermes so long as such trade confirmations or account statements are received by the Compliance Department by the date specified by the Compliance Department (but in no later than 25 days after the end of the applicable calendar quarter).
(c) | Chief Compliance Officer Stephen Van Meter reviews potential violations of the Code by any Access Person periodically during the calendar quarter. |
(d) | The Compliance Department issues memos to each Access Person involved if any personal transactions executed during the quarter appear to be violations of this Code. |
(e) | Based on the facts and the Access Person’s response to the memo, the Chief Compliance Officer may impose or recommend any of the sanctions identified in Section 7 of this Code. |
4 Annual Reporting Process
(a) | At least annually, the Compliance Department requires that each Access Person read this Code and certify and acknowledge his/her understanding of this Code and its requirements. |
(b) | In addition to the quarterly reporting requirements, on an annual basis, the Compliance Department requires each Access Person to confirm and certify that the records of all Covered Securities holdings in Trade Comply are complete and accurate. |
This re-certification is required to be completed by the date specified by the Compliance Department (but in no event later than thirty (30) calendar days after a request) from the Compliance Department. The Compliance Department monitors compliance with this requirement through the electronic signatures on TradeComply.
5 Reportable Funds Transactions
On a quarterly basis, the Compliance Department will request and review a report of Federated Hermes Fund Securities transactions by Access Persons and Investment Personnel from both the Federated Hermes Transfer Agent and the 401k Plan Administrator and from other accounts reported by Access Persons and Investment Personnel. After reviewing these transactions, the Compliance Department will discuss any issues identified with the Access Person and management and take appropriate action, as provided by the Code.
6 Blackout Periods – Fund Trades
A transaction in a Covered Security by a Fund shall trigger a blackout period as specified above for Access Persons and Investment Persons, (other than the Portfolio Managers, Traders and Research Analysts serving a Fund in which such purchase or sale occurs), only if the aggregate of open orders and executed purchases and sales in the security within the Federated Hermes complex is equal to or exceeds a specified threshold on each trading day. That threshold shall be defined by asset type, as follows:
Covered Security | Threshold equal to or greater than: |
Equity | 1% of the average daily volume measured over the preceding 20 trading days. |
Fixed Income | |
Investment Grade | |
Corporate Obligation | $250,000 |
State or Foreign Obligation | $250,000 |
Municipal Obligation | $250,000 |
High Yield | |
Corporate Obligation | $100,000 |
State or Foreign Obligation | $100,000 |
Municipal Obligation | $100,000 |
An open order or executed trade in any equity Covered Security for which an average daily volume cannot be determined shall trigger a blackout period. Any trades in any fixed income Covered Security not specified above shall trigger a blackout period.
7 Reporting to the Board of Directors
(a) | Each quarter, the Compliance Department will provide reports of any violations of this Code to Senior Management and the Board of Directors of the Federated Hermes Funds. Any patterns or trends noted and any difficulties in administration of this Code shall be reported to Senior Management and, to the Board Directors of the Federated Hermes Funds, at least annually. |
(b) | The Compliance Department will also report any difficulties in administration of this Code and any trends or patterns of personal Securities trading which are deemed by the Compliance Department to be violations of this Code. |
(c) | The Compliance Department provides the Board with the job title of the Access Person; the type of violation; the details of the transaction(s); and the types of sanctions imposed, if any. |
(d) | At least annually, the Compliance Department shall certify that the Fund, investment adviser or principal underwriter, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating this Code. |
8 Record Keeping Requirements
The Compliance Department maintains the following books and records in TradeComply for a period equal to (a) no less than six (6) calendar years or (b) any longer period that may be required under applicable law:
(a) | a copy of this Code (current and for the past five years) |
(b) | a record of any violation of this Code and any action taken as a result of the violation; |
(c) | a record of all written acknowledgments of access persons (current and for the past five years). |
(d) | a record of each report made by an Access Person, including initial, quarterly and annual reporting (and including any information on a broker trade confirmation or account statement that was submitted in lieu of such reports); |
(e) | a record of all Access Persons (current and for the past five years); |
(f) | a record of any decision, and the reasons supporting the decision, to approve the acquisition of Securities by Access Persons in an Initial Public Offering (IPO) (to the extent approved as satisfying the limited exceptions in Sections 5.2(a) or (b) to the general prohibition) or Private Placement; |
(g) | a record of persons responsible for reviewing reports; and |
(h) | a copy of any supporting documentation used in making decisions regarding action taken by the Compliance Department with respect to personal Securities trading. |
Such records will be kept in such locations, and for such periods, as required under the Advisers Act and the 1940 Act.
1 The SEC has interpreted "high quality short-term debt instruments" to mean any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but is of comparable quality. Personal Investment Activities of Investment Company Personnel and Codes of Ethics of Investment Companies and Their Investment Advisers and Principal Underwriters, Investment Company Act Release No. 21341 (Sept. 8, 1995) [60 FR 47844 (Sept. 14, 1995)] (proposing amendments to rule 17j-1) at note 66.This definition is repeated in the footnotes to the adopting and proposing releases for the Adviser's Code of Ethics requirement under Rule 204A-1.