1933 Act File No. 2-72277
1940 Act File No. 811-3181
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ |
Pre-Effective Amendment No. | ☐ |
Post-Effective Amendment No. 72 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ |
Amendment No. 63 | ☒ |
Federated Hermes Short-Intermediate Duration Municipal Trust
(Exact name of Registrant as Specified in Charter)
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant’s Telephone Number, including Area Code)
Peter J. Germain, Esquire
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
☐ | immediately upon filing pursuant to paragraph (b) |
☐ | On __________ pursuant to paragraph (b) |
☐ | 60 days after filing pursuant to paragraph (a)(1) |
☒ | On November 17, 2021 pursuant to paragraph (a)(1) |
☐ | 75 days after filing pursuant to paragraph (a)(2) |
☐ | On __________ pursuant to paragraph (a)(2) of Rule 485 |
If appropriate, check the following: | |
☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Share Class | Ticker
|
A2 | TBD
|
|
|
|
|
A2
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
1.50%
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)
|
0.00%
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of offering price)
|
None
|
Redemption Fee (as a percentage of amount redeemed, if applicable)
|
None
|
Exchange Fee
|
None
|
|
A2
|
Management Fee
|
0.40%
|
Distribution (12b-1) Fee
|
0.25%
|
Other Expenses
|
21,0.16%
|
Total Annual Fund Operating Expenses
|
0.81%
|
Fee Waivers and/or Expense Reimbursements3
|
(0.10)%
|
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements
|
0.71%
|
1 Year
|
$231
|
3 Years
|
$405
|
5 Years
|
$593
|
10 Years
|
$1,137
|
|
1 Year
|
5 Year
|
10 Year
|
A:
|
|
|
|
Return Before Taxes
|
0.74%
|
1.07%
|
1.34%
|
Return After Taxes on Distributions
|
0.74%
|
1.07%
|
1.34%
|
Return After Taxes on Distributions and Sale of Fund Shares
|
0.89%
|
1.07%
|
1.29%
|
S&P Municipal Bond Short Index1
(reflects no deduction for fees, expenses or taxes)
|
2.32%
|
1.74%
|
1.59%
|
S&P Municipal Bond 1-5 Years Investment
Grade 5% Pre-Refunded Index2
(reflects no deduction for fees, expenses or taxes)
|
2.91%
|
2.04%
|
2.03%
|
Lipper Short Municipal Debt Funds Average3
|
1.80%
|
1.43%
|
1.30%
|
|
Minimum
Initial/Subsequent
Investment
Amounts1
|
Maximum Sales Charges
|
|
Shares Offered
|
Front-End
Sales Charge2
|
Contingent
Deferred
Sales Charge3
|
|
A2
|
$1,500/$100
|
1.50%
|
0.00%
|
Purchase Amount
|
Sales Charge
as a Percentage
of Public
Offering Price
|
Sales Charge
as a Percentage
of NAV
|
Less than $100,000
|
1.50%
|
1.52%
|
$100,000 but less than $250,000
|
1.25%
|
1.27%
|
$250,000 but less than $500,000
|
1.00%
|
1.01%
|
$500,000 and Over1
|
0.00%
|
0.00%
|
A2:
|
|
|
If you make a purchase of the A2 class in the amount of $500,000 or more and your financial intermediary received an advance
commission on the sale, you will
pay a 0.50% CDSC on any such Shares redeemed within 18 months of the purchase.
|
A2 Class:
|
|
Purchase Amount
|
Dealer Reallowance
as a Percentage of
Public Offering Price
|
Less than $100,000
|
1.00%
|
$100,000 or greater
|
0.00%
|
A2 (for purchases over $500,000):
|
|
Purchase Amount
|
Advance Commission
as a Percentage of
Public Offering Price
|
First $500,000 - $20 million
|
0.50%
|
Over $20 million
|
0.25%
|
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 Return1
|
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%
|
FEDERATED HERMES SHORT-INTERMEDIATE MUNICIPAL FUND–A2 CLASS
|
|||||
ANNUAL EXPENSE RATIO: 0.81%
|
|||||
MAXIMUM FRONT-END SALES CHARGE: 1.50%
|
|||||
Year
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
Investment
After
Returns
|
Hypothetical
Expenses
|
Hypothetical
Ending
Investment
|
1
|
$10,000.00
|
$492.50
|
$10,342.50
|
$231.46
|
$10,262.72
|
2
|
$10,262.72
|
$513.14
|
$10,775.86
|
$84.87
|
$10,692.73
|
3
|
$10,692.73
|
$534.64
|
$11,227.37
|
$88.43
|
$11,140.76
|
4
|
$11,140.76
|
$557.04
|
$11,697.80
|
$92.13
|
$11,607.56
|
5
|
$11,607.56
|
$580.38
|
$12,187.94
|
$95.99
|
$12,093.92
|
6
|
$12,093.92
|
$604.70
|
$12,698.62
|
$100.01
|
$12,600.66
|
7
|
$12,600.66
|
$630.03
|
$13,230.69
|
$104.20
|
$13,128.63
|
8
|
$13,128.63
|
$656.43
|
$13,785.06
|
$108.57
|
$13,678.72
|
9
|
$13,678.72
|
$683.94
|
$14,362.66
|
$113.12
|
$14,251.86
|
10
|
$14,251.86
|
$712.59
|
$14,964.45
|
$117.86
|
$14,849.01
|
Cumulative
|
|
$5,965.39
|
|
$1,136.64
|
|
Share Class | Ticker
|
A2 | TBD
|
|
|
|
|
Contents
|
1
|
How is the Fund Organized?
|
ADP
Broker-Dealer, Inc.
Aegis Financial
Altair Management Partners, Inc.
American Enterprise Investment Services Inc.
American Portfolios Advisors Inc.
Apex Clearing Corporation
Associated Investment Services, Inc.
Avantax Advisory Services Inc.
BB&T Securities, LLC
BBVA Securities Inc.
BMO Capital Markets Corp.
BMO Harris Financial Advisors, Inc.
BNY Mellon Capital Markets, LLC
BofA Securities, Inc.
Broadridge Business Process Outsourcing, LLC
Brown Brothers Harriman & Company
Brown Investment Advisory & Trust Company
Cambridge Financial Group, Inc.
Cetera Advisor Networks LLC
Cetera Advisors LLC
Cetera Financial Specialists LLC
Cetera Investment Advisers LLC
Cetera Investment Services LLC
Charles Schwab & Company, Inc.
CIBC World Markets Corp.
Citigroup Global Markets Inc.
Comerica Securities, Inc.
Commonwealth Financial Network
COR Clearing LLC
Davenport & Company LLC
David Lerner Associates, Inc.
Deutsche Bank Securities Inc.
E*Trade Capital Inc.
Edward D. Jones & Co., LP
Equitable Advisors LLC
FBL Marketing Services, LLC
Fidelity Investments Institutional Operations
Company, Inc. (FIIOC)
Fiducia Group
Fifth Third Securities, Inc.
First Financial Equity Corporation
First Horizon Advisors Inc.
FIS Brokerage & Securities Services LLC
FSC
Securities Corporation
Goldman Sachs & Co. LLC
Great American Investors, Inc.
GWFS Equities, Inc.
Hancock Whitney Investment Services Inc.
Hefren-Tillotson, Inc.
HighTower Securities, LLC
Hilltop Securities, Inc.
The Huntington Investment Company
Huntington Securities, Inc.
Independent Financial Group LLC
Industrial and Commercial Bank of China Financial
Services LLC
Infinex Investments Inc.
Institutional Cash Distributors, LLC
J.P. Morgan Securities LLC
Janney Montgomery Scott LLC
Jefferies LLC
Kestra Investment Services LLC
Key Investment Services LLC
KeyBanc Capital Markets Inc.
Lincoln Financial Advisors Corporation
Lincoln Investment Planning, LLC
LPL Financial LLC
M&T Securities, Inc.
Materetsky Financial Group
Mercer Global Advisors Inc.
Merrill Lynch, Pierce, Fenner and Smith Incorporated
MML Investors Services Inc.
Morgan Stanley Smith Barney LLC
Multi-Bank Securities
Muriel Siebert & Co., Inc.
National Financial Services LLC
Nationwide Investment Services Corporation
Northwestern Mutual Investment Services, LLC
NYLIFE Distributors LLC
OneAmerica Securities Inc.
Oppenheimer & Company, Inc.
Paychex Securities Corp
Pensionmark Financial Group LLC
People’s Securities, Inc.
Pershing LLC
Piper Sandler & Co.
TD
Ameritrade, Inc.
TD Private Client Wealth LLC
Teachers Insurance and Annuity Association of
America
Tradition Securities and Derivatives, Inc.
Transamerica Financial Advisors Inc.
Treasury Brokerage
U.S. Bancorp Investments, Inc.
UBS Financial Services Inc.
UBS Securities LLC
UMB Financial Services, Inc.
Valor Financial Securities LLC
The Vanguard Group, Inc.
Vanguard Marketing Corporation
Vining-Sparks IBG, Limited Partnership
Vision Financial Markets, LLC
Voya Financial Advisors, Inc.
Voya Financial Partners, LLC
Voya Retirement Advisors, LLC
WCM Wealth Management LLC
Wells Fargo Clearing Services LLC
Wells Fargo Securities, LLC
WestPark Capital, Inc.
Wintrust Investments LLC
Woodbury Financial Services, Inc.
World Equity Group, Inc.
|
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
(a) | Declaration of Trust | |
Conformed copy of Amended and Restated Declaration of Trust of the Registrant dated April 2, 1999 including Amendment Nos. 5-11 | + |
(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. |
(e) | Underwriting Contracts | |
Form of the Distributor’s Contract of the Registrant dated June 1, 1993, including Exhibits A through D and Amendments dated June 1, 2001 and October 1, 2003 | + |
(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 | NA |
(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 | + |
+ | 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 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 8th day of September, 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 (a) under
Form N-1A
Exhibit 3 (i) under Item 601/Reg. S-K
DECLARATION OF TRUST
FEDERATED SHORT-INTERMEDIATE DURATION MUNICIPAL TRUST
As amended by Amd. #8 - 10/31/07
Dated: April 2, 1999
AMENDED AND RESTATED DECLARATION OF TRUST made April 2, 1999, by the undersigned, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided.
WHEREAS, the Trustees now desire to amend and restate the Declaration of Trust to permit the Board of Trustees to liquidate assets of the Trust without seeking shareholder approval.
NOW, THEREFORE, the Trustees declare that all money and property contributed to the trust fund hereunder shall be held and managed under this Declaration of Trust IN TRUST as herein set froth below.
ARTICLE I
NAMES AND DEFINITIONS
Section 1. Name.
This Trust shall be known as the Federated Short-Intermediate Duration Municipal Trust. As amended by Amd. #10 - 10/31/07
Section 2. Definitions.
Wherever used herein, unless otherwise required by the context or specifically provided:
(a) The terms “Affiliated Person,” “Assignment,” “Commission,” “Interested Person,” “Majority Shareholder Vote” (the 67% or 50% requirement of Section 2(a) (42) of the 1940 Act, whichever may be applicable) and “Principal Underwriter” shall have the meanings given them in the 1940 Act, as amended from time to time;
(b) The “Trust” refers to the Federated Short-Intermediate Duration Municipal Trust. As amended by Amd. #10 - 10/31/07
(c) “Accumulated Net Income” means the accumulated net income of the Trust determined in the manner provided or authorized in Article X.
(d) “Class” refers to a class of Shares established and designated under or in accordance with the provisions of Article II;
(e) “Series” refers to a series of Shares established and designated under or in accordance with the provisions of Article III;
(f) “Series Company” refers to the form of a registered open-end investment company described in Section 18(f)(2) of the 1940 Act or in any successor statutory provisions;
(g) “Shareholder” means a record owner of Shares of any Series or Class;
(h) The “Trustees” refer to the individual Trustees in their capacity as Trustees hereunder of the Trust and their successor or successors for the time being in office as such Trustees;
(i) “Shares” means the equal proportionate units of interest into which the beneficial interest in the Trust shall be dividend form time to time, or if more than one Series or Class of Shares is authorized by the Trustees, the equal proportionate units into which each Series or Class of Shares shall be dividend from time to time and includes fractions of Shares as well as whole Shares; and
(j) The “1940 Act” refers to the Investment Company Act of 1940, and the Rules and Regulations thereunder, (including any exemptions granted thereunder) as amended from time to time.
ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide investors a continuous source of managed investments by investing primarily in securities.
ARTICLE III
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest.
The beneficial interest in the Trust shall at all times be dividend into transferable Shares, without par value. Subject to the provisions of Section 5 of this Article III, each Share shall have voting rights as provided in Article VIII hereof, and holders of the Shares of any Series shall be entitled to receive dividends, when and as declared with respect thereto in the manner provided in Article X, Section 1 hereof. The Shares of any Series may be issued in two or more Classes, as the Trustees may authorize pursuant to Article XII, Section 8 hereof. Unless the Trustees have authorized the issuance of Shares of a Series in two or more Classes, each Share of a Series shall represent an equal proportionate interest in the assets and liabilities of the Series with each other Share of the same Series, none having priority or preference over another. If the Trustees have authorized the issuance of Shares of a Series in two or more Classes, then the Classes may have such variations as to dividend, redemption, and voting rights, net asset values, expenses borne by the Classes, and other matters as the Trustees have authorized provided that each Share of a Class shall represent an equal proportionate interest in the assets and liabilities of the Class with each other Share of the same Class, none having priority or preference over another. The number of Shares authorized shall be unlimited. The Trustees may from time to time divide or combine the unlimited. The Trustees may form time to time divide or combine the Shares of any Series or Class into a greater or lesser number without thereby changing the proportionate beneficial interests in the Series or Class.
Section 2. Ownership or Shares.
The ownership of Shares shall be recorded in the books of the Trust or a transfer agent which books shall be maintained separately for the Shares of each Series or Class. The Trustees may make such rules as they consider appropriate for the transfer of Shares and similar matters. The record books of the Trust or any transfer agent, as the case may be, shall be conclusive as to who are the Shareholders of each Series or Class and as to the number of Shares of each Series or Class held from time to time by each.
Section 3. Investment in the Trust.
The Trustees shall accept investments in the Trust from such persons and on such terms as they may from time to time authorize. After the date of the initial contribution of capital (which shall occur prior to the initial public offering of Shares), the number of Shares to represent the initial contribution shall be considered as outstanding and the amount received by the Trustees on account of the contribution shall be treated as an asset of the Trust to be allocated among any Series or Classes in the manner described in Section 5(a) of this Article. Subsequent to such initial contribution of capital, Shares (including Shares which may have been redeemed or repurchased by the Trust) may be issued or sold at a price which will net the relevant Series or Class, as the case may be, before paying any taxes in connection with such issue or sale, not less than the net asset value (as defined in Article X, Section 4) thereof; provided, however, that the Trustees may in their discretion impose a sales charge upon investments in the Trust.
Section 4. No Pre-emptive Rights.
Shareholders shall have no pre-emptive or other right to subscribe to any additional Shares or other securities issued by the Trust or the Trustees.
Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional series or class or to modify the rights and preferences of any existing Series or Class, the series shall be, and is established and designated as:
Federated Short-Intermediate Duration Municipal Trust
Class A Shares
Service Shares
Institutional Shares.
As amended by Amd. #7 - 6/7/06; Amd. #8 - 10/31/07; Amd. #9 – 9/30/11
Shares of any Series or Class established in this Section 5 shall have the following relative rights and preferences:
(a) Assets belonging to Series or Class. All consideration received by the Trust for the issue or sale of Shares of a particular Series or Class, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof from whatever source derived, including, without limitation, any proceeds derived form the sale, exchange or liquidation of such proceeds whatever form the same may be, shall irrevocably belong to that Series or Class for all purposes subject only to the rights of creditors, and shall be so recorded upon the books of account of the Trust. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as “assets belonging to” that Series or Class. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular Series or Class (collectively “General Assets”), the Trustees shall allocate such General Assets to, between or among any one or more of the Series or Classes established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable, and any General Assets so allocated to a particular Series or Class shall belong to that Series or Class. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes.
(b) Liabilities Belonging to Series or Class. The assets belonging to each particular Series or Class shall be charged with the liabilities of the Trust in respect to that Series or Class and all expenses, costs, charges and reserves attributable to that Series or Class, and any general liabilities of the Trust which are not readily identifiable as belonging to any particular Series or Class shall be allocated and charged by the Trustees to and among any one or more of the Series or Classes established and designated from time to time in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. The liabilities, expenses, costs, charges and reserves so charged to a Series or Class are herein referred to as “liabilities belonging to” that Series or Class. Each allocation of liabilities belonging to a Series or by the Trustees shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes.
(c) Dividends, Distributions, Redemptions, Repurchases and Indemnification. Notwithstanding any other provisions of this Declaration, including, without limitation, Article X, no dividend or distribution (including, without limitation, any distribution paid upon termination of the Trust or of any Series or Class) with respect to, nor any redemption or repurchase of the Shares of any Series Class shall be effected by the Trust other than from the assets belonging to such Series or Class, nor except as specifically provided in Section 1 of Article XI hereof, shall any Shareholder of any particular Series or Class otherwise have any right or claim against the assets belonging to any other Series or Class except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series or Class.
(d) Voting. Notwithstanding any of the other provisions of this Declaration, including, without limitation, Section 1 of Article VIII, only Shareholders of a particular Series or Class shall be entitled to vote on any matters affecting such Series or Class. Except with respect to matters as to which any particular Series or Class is affected, all of the Shares of each Series or Class shall, on matters as to which such Series or Class is entitled to vote, vote with other Series or Classes so entitled as a single class. Notwithstanding the foregoing, with respect to matters which would otherwise be voted on by two or more Series or Classes as a single class, the Trustees may, in their sole discretion, submit such matters to the Shareholders of any or all such Series or Classes, separately.
(e) Fraction. Any fractional Share of a Series or Class shall carry proportionately all the rights and obligations of a whole Share of that Series or Class, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares and termination of the Trust or of any Series or Class.
(f) Exchange Privilege. The Trustees shall have the authority to provide that the holders of Shares of any Series or Class shall have the right to exchange said Shares of one or more other Series or Classes in accordance with such requirements and procedures as may be established by the Trustees.
(g) Combination of Series or Classes. The Trustees shall have the authority, without the approval of the Shareholders of any Series or Class, unless otherwise required by applicable law, to combine the assets and liabilities belonging to a single Series or Class with the assets and liabilities of one or more other Series or Classes.
(h) Elimination of Series or Classes. At any time that there are no Shares outstanding of any particular Series or Class previously established and designated, the Trustees may amend this Declaration of Trust to abolish that Series or Class and to rescind the establishment and designation thereof.
ARTICLE IV
THE TRUSTEES
Section 1. Management of the Trust.
The business and affairs of the Trust shall be managed by the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility. The Trustees who shall serve are the undersigned.
Section 2. Election of Trustees at Meeting of Shareholders.
On a date fixed by the Trustees, which shall be subsequent to the initial public offering of Shares of the Trust, the Shareholders shall elect Trustees. The number of Trustees shall be determined by the Trustees pursuant to Article IV, Section 6.
Section 3. Term of Office of Trustees.
The Trustees shall hold office during the lifetime of this Trust, and until its termination as hereinafter provided; except (a) that any Trustee may resign his office at any time by written instrument signed by him and delivered to the other Trustees, which shall take effect upon such delivery or upon such later date as is specified therein; (b) that any Trustee may be removed at any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective; (c) that any Trustee who requests in writing to be retired or who has become mentally or physically incapacitated may be retired by written instrument signed by a majority of the other Trustees, specifying the date of his retirement; and (d) a Trustee may be removed at any special meeting of Shareholders of the Trust by a vote of two-thirds of the outstanding Shares.
Section 4. Termination of Service and Appointment of Trustees.
In case of the death, resignation, retirement, removal or mental or physical incapacity of any of the Trustees, or in case a vacancy shall, by reason of an increase in number, or for any other reason, exist, the remaining Trustees shall fill such vacancy by appointing such other person as they in their discretion shall see fit. Such appointment shall be effected by the signing of a written instrument by a majority of the Trustees in office. Within three months of such appointment, the Trustees shall cause notice of such appointment to be mailed to each Shareholder at his address as recorded on the books of the Trust. An appointment of a Trustee may be mailed by the Trustees then in office and notice thereof mailed to Shareholders as aforesaid in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee so appointed shall have accepted this Trust, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. Any appointment authorized by this Section 4 is subject to the provisions of Section 16(a) of the 1940 Act.
Section 5. Temporary Absence of Trustee.
Any Trustee may, by power of attorney, delegate his power for a period not exceeding six months at any one time to any other Trustee or Trustees, provided that in no case shall less than two of the Trustees personally exercise the other power hereunder except as herein otherwise expressly provided.
Section 6. Number of Trustees.
The number of Trustees, not less than three (3) nor more than twenty (20) serving hereunder at any time, shall be determined by the Trustees themselves.
Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled or while any Trustee is physically or mentally incapacitated, the other Trustees shall have all the powers hereunder and the certificate signed by a majority of the other Trustees of such vacancy, absence or incapacity, shall be conclusive, provided, however, that no vacancy which reduces the number of Trustees below three (3) shall remain unfilled for a period longer than six calendar months.
Section 7. Effect of Death, Resignation, etc. of a Trustee.
The death, resignation, retirement, removal, or mental or physical incapacity of the Trustees, or any one of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust.
Section 8. Ownership of Assets.
The assets belonging to each Series or Class shall be held separate and apart from any assets now or hereafter held in any capacity other than as Trustee hereunder by the Trustees or any successor Trustee. All of the assets belonging to each Series or Class or owned by the Trust shall at all times be considered as vested in the Trustees. No Shareholder shall be deemed to have a severable ownership interest in any individual asset belonging to any Series or Class or owned by the Trust or any right of partition or possession thereof, but each Shareholder shall have a proportionate undivided beneficial interest in a Series or Class.
ARTICLE V
POWERS OF THE TRUSTEES
Section 1. Powers.
The Trustees in all instances shall act as principals, and are and shall be free from the control of the Shareholders. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that they may consider necessary or appropriate in connection with the management of the Trust or a Series or Class. The Trustees shall not be bound or limited by present or future laws or customs in regard to trust investments, but shall have full authority and power to make any and all investments which they, in their uncontrolled discretion, shall deem proper to accomplish the purpose of this Trust. Without limiting the foregoing, the Trustees shall have the following specific powers and authority, subject to any applicable limitation in this Declaration of Trust or in the By-Laws of the Trust:
(a) To buy, and invest funds in their hands in securities including, but not limited to, common stocks, preferred stocks, bonds, debentures, warrants and rights to purchase securities, certificates of beneficial interest, money market instruments, notes or other evidences of indebtedness issued by any corporation, trust or association, domestic or foreign, or issued or guaranteed by the United States of America or any agency or instrumentality thereof, by the government of any foreign country, by any State of the United States, or by any political subdivision or agency or instrumentality of any State or foreign country, or in “when-issued” or “delayed-delivery” contracts for any such securities, or in any repurchase agreement (agreements under which the seller agrees at the time of sale to repurchase the security at an agreed time and price), or to retain assets belonging to each and every Series or Class in cash, and from time to time to change the investments of the assets belonging to each Series or Class;
(b) To adopt By-Laws of the Trust not inconsistent with the Declaration of Trust providing for the conduct of the business of the Trust and to amend and repeal them to the extent that they do not reserve that right to the Shareholders;
(c) To elect and remove such officers of the Trust and appoint and terminate such agents of the Trust as they consider appropriate;
(d) To appoint or otherwise engage a bank or trust company as custodian of any assets belonging to any Series or Class subject to any conditions set forth in this Declaration of Trust or in the By-Laws;
(e) To appoint or otherwise engage transfer agents, dividend disbursing agents, Shareholder servicing agents, investment advisers, sub-investment advisers, principal underwriters, administrative service agents, and such other agents as the Trustees may from time to time appoint or otherwise engage;
(f) To provide for the distribution of any Shares of any Series or Class either through a principal underwriter in the manner hereinafter provided for or by the Trust itself, or both;
(g) To set record dates in the manner hereinafter provided for;
(h) To delegate such authority as they consider desirable to a committee or committees composed of Trustees, including without limitation, an Executive Committee, or to any officers of the Trust and to any agent, custodian or underwriter;
(i) To sell or exchange any or all of the assets belonging to one or more Series or Classes, subject to the provisions of Article XII, Section 4(b) hereof;
(j) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper;
(k) To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities;
(l) To hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form; or either in its own name or in the name of a custodian or a nominee or nominees, subject in either case to proper safeguards according to the usual practice of Massachusetts trust companies or investment companies;
(m) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or concern, any security of which belongs to any Series or Class; to consent to any contract, lease, mortgage, purchase, or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security which belongs to any Series or Class;
(n) To engage in and to prosecute, compound, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, demands, and things relating to the Trust, and out of the assets belonging to any Series or Class to pay, or to satisfy, any debts, claims or expenses incurred in connection therewith, including those of litigation, upon any evidence that the Trustees may deem sufficient (such powers shall include without limitation any actions, suits, proceedings, disputes, claims, demands and things relating tot he Trust wherein any of the Trustees may be named individually and the subject matter of which arises by reason of business for or on behalf of the Trust);
(o) To make distributions of income and of capital gains to Shareholders;
(p) To borrow money but only as a temporary measure for extraordinary or emergency purposes and then (a) only in amounts not in excess of 5% of the value of its total assets or (b) in any amount up to one-third of the value of its total assets, including the amount borrowed, or (c) by entering into reverse repurchase agreements in amounts not in excess of 20% of its total assets, in order to meet redemption requests without immediately selling any order to meet redemption requests without immediately selling any portfolio securities. The Trustees shall not pledge, mortgage or hypothecate the assets of the Trust, except in connection with any borrowing described herein and in amounts not in excess of the lesser of the dollar amounts borrowed of 10% of the value of the Trust’s total assets at the time of such borrowing;
(q) From time to time to issue and sell the Shares of any Series or Class either for cash or for property whenever and in such amounts as the Trustees may deem desirable, but subject to the limitation set forth in Section 3 of Article III;
(r) To purchase insurance of any kind, including, without limitation, insurance on behalf of any person who is or was a Trustee, officer, employee or agent of the Trust, or is or was serving at the request of the Trust as a Trustee, director, officer, agent or employee of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such.
No one dealing with the Trustees shall be under any obligation to make any inquiry concerning the authority of the Trustees, or to see to the application of any payments made or property transferred to the Trustees or upon their order.
The Trustees shall have all of the powers set forth in this Section 1 with respect to all assets and liabilities of each Series and Class.
Section 2. Principal Transactions.
The Trustees shall not cause the Trust on behalf of any Series or Class to buy any securities (other than Shares) from or sell any securities (other than Shares) from or sell any securities (other than Shares) to, or lend any assets belonging to any Series or Class to, any Trustee or officer or employee of the Trust or any firm of which any such Trustee or officer is a member acting as principal unless permitted by the 1940 Act, but the Trust may employ any such other party or any such person or firm or company in which any such person is an interested person in any capacity not prohibited by the 1940 Act.
Section 3. Trustees and Officers as Shareholders.
Any Trustee, officer or other agent of the Trust or any Series or Class may acquire, own and dispose of Shares of any Series or Class to the same extent as if he were not a Trustee, officer or agent; and the Trustees may issue and sell or cause to be issued or sold Shares of any Series or Class to and buy such Shares from any such person or any firm or company in which he is an interested person subject only to the general limitations herein contained as to the sale and purchase of such Shares; and all subject to any restrictions which may be contained in the By-Laws.
Section 4. Parties to Contract.
The Trustees may enter into any contract of the character described in Article VII or in Article IX hereof or any other capacity not prohibited by the 1940 Act with any corporation, firm, trust or association, although one or more of the Shareholders, Trustees, officers, employees or agents of the Trust or any Series or Class or their affiliates may be an officer, director, Trustee, shareholder or interested person of such other party to the contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any such relationship, nor shall any person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust or any Series or Class under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, in the absence of actual fraud. The same person (including a firm, corporation, trust or association) may be the other party to contracts entered into pursuant to Article VII or Article IX or any other capacity deemed legal under the 1940 Act, and any individual may be financially interested or otherwise an interested person of persons who are parties to any or all of the contracts mentioned in this Section 4.
ARTICLE VI
TRUSTEES’ EXPENSES AND COMPENSATION
Section 1. Trustee Reimbursement.
The Trustees shall be reimbursed from the assets belonging to each particular Series or Class for all of their expenses as such expenses are allocated to and among any one or more of the Series or Classes pursuant to Article III, Section 5(b), including, without limitation, expenses of organizing the Trust or any Series or Class and continuing its or their existence; fees and expenses of Trustees and officers of the Trust; fees for investment advisory services, administrative services and principal underwriting services provided for in Article VII, Sections 1, 2, and 3; fees and expenses of preparing and printing Registration Statements under the Securities Act of 1933 and the 1940 Act and any amendments thereto; expenses of registering and qualifying the Trust and any Series or Class and the Shares of any Series or Class under federal and state laws and regulations; expenses of preparing, printing and distributing prospectuses and any amendments thereof sent to Shareholders, underwriters, broker-dealers and to investors who may be considering the purchase of Shares; expenses of registering, licensing or other authorization of the Trust or any Series or Class as a broker-dealer and of its or their officers as agents and salesmen under federal and state laws and regulations; interest expenses, taxes, fees and commissions of every kind; expenses of issue (including cost of share certificates), purchase, repurchase and redemption of Shares, including expenses attributable to a program of periodic issue; charges and expenses of custodians, transfer agents, dividend disbursing agents, Shareholder servicing agents and registrars; printing and mailing costs; auditing, accounting and legal expenses; reports to Shareholders and governmental officers and commissions; expenses of meetings of Shareholders and proxy solicitations therefor; insurance expenses; association membership dues and nonrecurring items as may arise, including all losses and liabilities by them incurred in administering the Trust and any Series or Class, including expenses incurred in connection with litigation, proceedings and claims and the obligations of the Trust under Article XI hereof and the By-Laws to indemnify its Trustees, officers, employees, Shareholders and agents, and any contract obligation to indemnify principal underwriters under Section 3 of Article VII; and for the payment of such expenses, disbursements, losses and liabilities, the Trustees shall have a lien on the assets belonging to each Series or Class prior to any rights or interests of the Shareholders of any Series or Class. This section shall not preclude the Trust from directly paying any of the aforementioned fees and expenses.
Section 2. Trustee Compensation.
The Trustees shall be entitled to compensation from the Trust from the assets belonging to any Series or Class for their respective services as Trustees, to be determined from time to time by vote of the Trustees, and the Trustees shall also determine the compensation of all officers, consultants and agents whom they may elect or appoint. The Trust may pay out of the assets belonging to any Series or Class any Trustee or any corporation, firm, trust or other entity of which a Trustee is an interested person for services rendered in any capacity not prohibited by the 1940 Act, and such payments shall not be deemed compensation for services as a Trustee under the first sentence of this Section 2 of Article VI.
ARTICLE VII
INVESTMENT ADVISER, ADMINISTRATIVE SERVICES,
PRINCIPAL UNDERWRITER AND TRANSFER AGENT
Section 1. Investment Adviser.
Subject to a Majority Shareholder Vote by the relevant Series or Class, the Trustees may in their discretion from time to time enter into an investment advisory contract whereby the other party to such contract shall undertake to furnish the Trustees investment advisory services for such Series or Class upon such terms and conditions and for such compensation as the Trustees may in their discretion determine. Subject to a Majority Shareholder Vote by the relevant Series or Class, the investment adviser may enter into a sub-investment advisory contract to receive investment advice and/or statistical and factual information from the sub-investment adviser for such Series or Class upon such terms and conditions and for such compensation as the Trustees may, in their discretion, agree to. Notwithstanding any provisions of this Declaration of Trust, the Trustees may authorize the investment adviser or sub-investment adviser of any person furnishing administrative personnel and Services as set forth in Article VII, Section 2 (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities belonging to a Series or Class on behalf of the Trustees or may authorize any officer or Trustee to effect such purchases, sales, or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by the Trustees. The Trustees may also authorize the investment adviser to determine what firms shall be employed to effect transactions in securities for the account of a Series or Class and to determine what firms shall participate in any such transactions or shall share in commissions or fees charged in connection with such transactions.
Section 2. Administrative Services.
The Trustees may in their discretion from time to time contract for administrative personnel and services whereby the other party shall agree to provide the Trustees administrative personnel and services to operate the Trust or a Series or Class on a daily basis, on such terms and conditions as the Trustees may in their discretion determine. Such services may be provided by one or more entities.
Section 3. Principal Underwriter.
The Trustees may in their discretion from time to time enter into an exclusive or nonexclusive contract or contracts providing for the sale of the Shares of a Series or Class to net such Series or Class not less than the amount provided in Article III, Section 3 hereof, whereby a Series or Class may either agree to sell the Shares to the other party to the contract or appoint such other party its sales terms and conditions (including indemnification of principal underwriters allowable under applicable law and regulation) as the Trustees may in their discretion determine not inconsistent with the provisions of this Article VII; and such contract may also provide for the repurchase or sale of Shares of a Series or Class by such other party as principal or as agent of the Trust and may provide that the other party may maintain a market for shares of a Series or Class.
Section 4. Transfer Agent.
The Trustees may in their discretion from time to time enter into transfer agency and shareholder services contracts whereby the other party shall undertake to furnish transfer agency and shareholder services. The contracts shall be on such terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Declaration of Trust or of the By-Laws. Such services may be provided by one or more entities.
Section 5. Provisions and Amendments.
Any contract entered into pursuant to Sections 1 or 3 if this Article VII shall be consistent with the subject to the requirements of Section 15 of the 1940 Act (including any amendments thereof or other applicable Act of Congress hereafter enacted) with respect to its continuance in effect, its termination and the method of authorization and approval of such contract or renewal thereof.
ARTICLE VIII
SHAREHOLDERS’ VOTING POWERS AND MEETINGS
Section 1. Voting Powers.
Subject to the provisions set forth in Article III, Section 5(d), the Shareholders shall have power to vote, (i) for the election of Trustees as provided in Article IV, Section 2; (ii) for the removal of Trustees as provided in Article IV, Section 3(d); (iii) with respect to any investment adviser or sub-investment adviser as provided in Article VII, Section 1; (iv) with respect to the amendment of this Declaration of Trust as provided in Article XII, Section 7; (v) to the same extent as the shareholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders; and (vi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or By-Laws of the Trust or any regulation of the Trust or the Commission or any State, or as the Trustees may consider desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote, and each fractional Share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. Until Shares of a Series or Class are issued, the Trustees may exercise all rights. Shareholders of such Series or Class with respect to matters affecting such Series or Class, and may take any action with respect to the Trust or such Series or Class required or permitted by law, this Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.
Section 2. Meetings.
A Shareholders meeting shall be held as specified in Section 2 of Article IV at the principal office of the Trust or such other place as the Trustees may designate. Special meetings of the Shareholders may be called by the Trustees or the Chief Executive Officer of the Trust and shall be called by the Trustees upon the written request of Shareholders owning at least one-tenth of the outstanding Shares of all Series and Classes entitled to vote. Shareholders shall be entitled to at least fifteen days’ notice of any meeting.
Section 3. Quorum and Required Vote.
Except as otherwise provided by law, to constitute a quorum for the transaction of any business at any meeting of Shareholders there must be present, in person or by proxy, holders of one-fourth of the total number of outstanding Shares of all Series and Classes entitled to vote at such meeting. When any one or more Series or Classes is entitled to vote as a single Series or Class, one-fourth of the shares of each such Series or Class entitled to vote shall constitute a quorum at a Shareholder’s meeting of that Series or Class. If a quorum shall not be present for the purpose of any vote that may properly come before the meeting, the Shares present in person or by proxy and entitled to vote at such meeting on such matter may, by plurality vote, adjourn the meeting from time to time to such place and time without further notice than by announcement to be given at the meeting until a quorum entitled to vote on such matter shall be present, where upon any such matter may be voted upon at the meeting as though held when originally convened. Subject to any applicable requirement of law or of this Declaration of Trust or the By-Laws, a plurality of the votes cast shall elect a Trustee, and all other matters shall be decided by a majority of the votes cast and entitled to vote thereon.
Section 4. Additional Provisions.
The By-Laws may include further provisions for Shareholders’ votes and meetings and related matters.
ARTICLE IX
CUSTODIAN |
Section 1. Appointment and Duties.
The Trustees shall appoint or otherwise engage a bank or trust company having an aggregate capital, surplus and undivided profits (as shown in its last published report) of at least two million dollars ($2,000,000) as custodian with authority as its agent, but subject to such restrictions, limitations and other requirements, if any, as may be contained in the By-Laws of the Trust:
(1) To receive and hold the securities owned by the Trust or any Series or Class and deliver the same upon written order;
(2) To receive and receipt for any moneys due to the Trust or any Series or Class and deposit the same in its own banking department or elsewhere as the Trustees may direct; and
(3) To disburse such funds upon order or vouchers;
(4) To keep the books and accounts of the Trust or any Series or Class and furnish clerical and accounting services;
(5) To compute, if authorized to do so by the Trustees, the Accumulated Net Income of the Trust or any Series or Class and the net asset value of the Shares in accordance with the provisions hereof;
all upon such basis of compensation as may be agreed upon between the Trustees and the custodian. If so directed by a Majority Shareholder Vote, the custodian shall deliver and pay over all property of the Trust or any Series held by it as specified in such vote.
The Trustees may also authorize the custodian to employ one or more sub-custodians from time to time to perform such of the acts and services of the custodian upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall be a bank or trust company organized under the laws of the United States or one of the states thereof and having an aggregate capital, surplus and undivided profits (as shown in its last published report) of at least two million dollars ($2,000,000).
Section 2. Central Certificate System.
Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the securities owned by the Trust or any Series in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other person as may be permitted by the Commission or otherwise in accordance with the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the custodian at the discretion of the Trustees.
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions.
(a) The Trustees may, on each day Accumulated Net Income of any Series or Class is determined and is positive, declare and pay such Accumulated Net Income as dividends to the Shareholders of any Series or Class, and the amount of such dividends and the payment of them shall be wholly in the discretion of the Trustees. Such dividends may be accrued and automatically reinvested in additional Shares (or fractions thereof) of the relevant Series or Class or paid in cash or additional Shares of such Series or Class, all upon such terms and conditions as the Trustees may prescribe.
(b) The Trustees may distribute in respect of any fiscal year as dividends and as capital gains distributions, respectively, amounts sufficient to enable any Series or Class to qualify as a regulated investment company to avoid any liability for federal income taxes in respect of that year.
(c) The decision of the Trustees as to what constitutes income and what constitutes principal shall be final, and except as specifically provided herein the decision of the Trustees as to what expenses and charges of any Series or Class shall be charged against principal and what against the income shall be final. Any income not distributed in any year may be permitted to accumulate and as long as not distributed may be invested from time to time in the same manner as the principal funds of any Series or Class.
(d) The Trustees shall have power, to the fullest extent permitted by the laws of Massachusetts, at any time, or from time to time, to declare and cause to be paid dividends on any Series or Class, which dividends, at the election of the Trustees, may be accrued, automatically reinvested in additional Shares (or fractions thereof) of the relevant Series or Class or paid in cash or additional Shares of the relevant Series or Class, all upon such terms and conditions as the Trustees may prescribe.
(e) Anything in this instrument to the contrary notwithstanding, the Trustees may at any time declare and distribute a dividend consisting of Shares of any Series or Class of the Trust.
(f) All dividends and distributions on Shares of a particular Series or Class shall be distributed pro rata to the holders of that Series or Class in proportion to the number of Shares of that Series or Class held by such holders and recorded on the books of the Trust or its transfer agent at the date and time of record established for that payment.
Section 2. Redemptions and Repurchases.
(a) In case any Shareholder of record of any Series or Class at any time desires to dispose of Shares of such Series or Class recorded in his name, he may deposit a written request (or such other form of request as the Trustees may from time to time authorize) requesting that the Trust purchase his Shares, together with such other instruments or authorizations to effect the transfer as the Trustees may from time to time require, at the office of the Transfer Agent, and the Trust shall purchase his Shares out of assets belonging to such Series or Class. The purchase price shall be the net asset value of his shares reduced by any redemption charge as the Trustees from time to time may determine.
Payment for such Shares shall be made by the Trust to the Shareholder of record within that time period required under the 1940 Act after the request (and, if required, such other instruments or authorizations or transfer) is deposited, subject to the right of the Trustees to postpone the date of payment pursuant to Section 5 of this Article X, the right of redemption pursuant to Section 5 of this Article X. If the redemption is postponed beyond the date on which it would normally occur by reason of a declaration by the Trustees suspending the right of redemption pursuant to Section 5 of this Article X, the right of the Shareholder to have his Shares purchased by the Trust shall be similarly suspended, and he may withdraw his request (or such other instruments or authorizations of transfer) from deposit if he so elects; or, if he does not so elect, the purchase price shall be the net asset value of his Shares determined next after termination of such suspension (reduced by any redemption charge), and payment therefor shall be made within the time period required under the 1940 Act.
(b) The Trust may purchase Shares of a Series or Class by agreement with the owner thereof at a purchase price not exceeding the net asset value per Share (reduced by any redemption charge) determined (1) next after the purchase or contract of purchase is made or (2) at some later time.
(c) The Trust may pay the purchase price (reduced by any redemption charge) in whole or in part by a distribution in kind of securities from the portfolio of the relevant Series or Class, taking such securities at the same value employed in determining net asset value, and selecting the securities in such manner as the Trustees may deem fair and equitable.
Section 3. Determination of Accumulated Net Income.
The Accumulated Net Income of any Series or Class of the Trust shall be determined by or on behalf of the Trustees at such time or times as the Trustees shall in their discretion determine. Such determination shall be made in accordance with generally accepted accounting principles and practices and may include realized and/or unrealized gains from the sale or other deposition of securities or other property of the relevant Series. The power and duty to determine Accumulated Net Income for any Series or Class may be delegated by the Trustees from time to time to one or more of the Trustees or officers of the Trust, to the other party to any contract entered into pursuant to Section 1 or 2 of Article VII, or to the custodian or to a transfer agent.
Section 4. Net Asset Value of Shares.
The net asset value of each Share of a Series or Class outstanding shall be determined at such time or times as may be determined by or on behalf of the Trustees. The power and duty to determine net asset value may be delegated by the Trustees from time to time to one or more of the Trustees or officers of the Trust, to the other party to any contract entered into pursuant to Section 1 or 2 of Article VII or to the custodian or to a transfer agent or other person designated by the Trustees.
The net asset value of each Share of a Series or Class as of any particular time shall be the quotient (adjusted to the nearer cent) obtained by dividing the value, as of such time, of the net assets belonging to such Series or Class (i.e., the value of the assets belonging to such Series or Class less the liabilities belonging to such Series or Class exclusive of capital and surplus) by the total number of Shares outstanding of the Series or Class at such time in accordance with the requirements of the 1940 Act and applicable provisions of the By-Laws of the Trust in conformity with generally accepted accounting practices and principles.
The Trustees may declare a suspension of the determination of net asset value for the whole or any part of any period in accordance with the 1940 Act.
Section 5. Suspension of the Right of Redemption.
The Trustees may declare a suspension of the right or redemption or postpone the date of payment for the whole or any part of the any period in accordance with the 1940 Act.
Section 6. Trust’s Right to Redeem Shares.
The Trust shall have the right to cause the redemption of Shares of any Series or Class in any Shareholder’s account for their then current net asset value and promptly make payment to the shareholder (which payment may be reduced by any applicable redemption charge), if at any time the total investment in the account does not have a minimum dollar value determined from time to time by the Trustees in their sole discretion. Shares of any Series or Class of the Trust are redeemable at the option of the Trust if, in the opinion of the Trustees, ownership of such Shares has or may become concentrated to an extent which would cause the Trust or any Series to be a personal holding company within the meaning of the Federal Internal Revenue Code (and thereby disqualified under Sub-chapter M of said Code); in such circumstances the Trust may compel the redemption of Shares of such Series or Class, reject any order for the purchase of such Shares or refuse to give effect to the transfer of such Shares.
ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Personal Liability and Indemnification of Shareholders.
The Trustees, officers, employees or agents of the Trust shall have no power to bind any Shareholder of any Series or Class personally or to call upon such Shareholder for the payment of any sum of money or assessment whatsoever, other than such as the Shareholder may at any time agree to pay by way of subscription to any Shares or otherwise.
No Shareholder or former Shareholder of any Series or Class shall be liable solely by reason of his being or having been a Shareholder for any debt, claim, action, demand, suit, proceeding, judgment, decree, liability or obligation of any kind, against, or with respect to the Trust or any Series or Class arising out of any action taken or omitted for or on behalf of the Trust or such Series or Class, and the Trust or such Series or Class shall be solely liable therefor and resort shall be had solely to the property of the relevant Series or Class of the Trust for the payment or performance thereof.
Each Shareholder or former Shareholder of any Series or Class (or their heirs, executors, administrators or other legal representatives or, in case of a corporate entity, its corporate or general successor) shall be entitled to indemnity and reimbursement out of Trust property to the full extent of such liability and the costs of any litigation or other proceedings in which such liability shall have been determined, including, without limitation, the fees and disbursements of counsel if, contrary to the provisions hereof, such Shareholder or former Shareholder of such Series or Class shall be held to be personally liable. Such indemnification and reimbursement shall come exclusively from the assets of the relevant Series or Class.
The Trust shall, upon request by a Shareholder or former Shareholder, assume the defense of any claim made against any Shareholder for any act or obligation of the Trust or any Series or Class and satisfy any judgment thereon.
Section 2. Limitation of Personal Liability of Trustees, Officers, Employees or Agents of the Trust.
No Trustee, officer, employee or agent of the Trust shall have the power to bind any other Trustee, officer, employee or agent of the Trust personally. The Trustees, officers, employees or agents of the Trust incurring any debts, liabilities or obligations, or in taking or omitting any other actions for or in connection with the Trust are, and each shall be deemed to be, acting as Trustee, officer, employee or agent of the Trust and not in his own individual capacity.
Provided they have acted under the belief that their actions are in the best interest of the Trust, the Trustees and officers shall not be responsible for or liable in any event for neglect or wrongdoing by them or any officer, agent, employee, investment adviser or principal underwriter of the Trust or of any entity providing administrative services to the Trust, but nothing herein contained shall protect any Trustee or officer against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.
Section 3. Express Exculpatory Clauses and Instruments.
The Trustees shall use every reasonable means to assure that all persons having dealings with the Trust or any Series or Class shall be informed that the property of the Shareholders and the Trustees, officers, employees and agents of the Trust or any Series or Class shall not be subject to claims against or obligations of the Trust or any other Series or Class to any extent whatsoever. The Trustees shall cause to be inserted in any written agreement, undertaking or obligation made or issued on behalf of the Trust or any Series or Class (including certificates for Shares of any Series or Class) an appropriate reference to this Declaration, providing that neither the Shareholder, the Trustees, the officers, the employees nor any agent of the Trust or any Series or Class shall be liable thereunder, and that the other parties to such instrument shall look solely to the assets belonging to the relevant Series or Class for the payment of any claim thereunder or for the performance thereof; but the omission of such provisions from any such instrument shall not render any Shareholder, Trustee, officer, employee or agent liable, nor shall the Trustee, or any officer, agent or employee of the Trust or any Series or Class be liable to anyone for such omission. If, notwithstanding this provision, any Shareholder, Trustee, officer, employee or agent shall be held liable to any other person by reason of the omission of such provision form any such agreement, undertaking or obligation, the Shareholder, Trustee, officer, employee or agent shall be entitled to indemnity and reimbursement out of the Trust property, as provided in Article XI.
Section 4. Indemnification of Trustees, Officers, Employees and Agents.
(a) Every person who is or has been a Trustee, officer, employee or agent of the Trust or of any Series of the Trust and persons who serve at the Trust’s request as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the Trust or the relevant Series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any debt, claim, action, demand, suit, proceeding, judgment, decree, liability or obligation of any kind in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee, officer, employee or agent of the Trust or of such Series or of another corporation, partnership, joint venture, trust or other enterprise at the request of the Trust or of such Series and against amounts paid or incurred by him in the settlement thereof.
(b) The words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal, administrative, legislative, investigative or other, including appeals), actual or threatened, and the words “liability” and “expenses” shall include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
(c) No indemnification shall be provided hereunder to a Trustee, officer, employee or agent against any liability to the Trust or any Series of the Trust or to its Shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.
(d) The rights of indemnification herein provided may be insured against by policies maintained by the Trust or any Series, shall be severable, shall not affect any other rights to which any Trustee, officer, employee or agent may now or hereafter be entitled, shall continue as to a person who has ceased to be such Trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
(e) Expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in paragraph (a) of this Section 4 may be paid by the Trust or any Series prior to final disposition thereof upon receipt of any undertaking by or on behalf of the Trustee, officer, employee or agent secured by a surety bond or other suitable insurance that such amount will be paid over by him to the Trust or any Series if it is ultimately determined that he is not entitled to indemnification under this Section 4.
ARTICLE XII
MISCELLANEOUS
Section 1. Trust is not a Partnership.
It is hereby expressly declared that a trust and not a partnership is created hereby.
Section 2. Trustee Action Binding, Expert Advice, No Bond or Surety.
The exercise by the Trustees of their powers and discretions hereunder in good faith and with reasonable care under the circumstances then prevailing, shall be binding upon everyone interested. Subject to the provisions of Article XI, the Trustees shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and subject to the provisions of Article XI, shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.
Section 3. Establishment of Record Dates.
The Trustees may close the Share transfer books of the Trust maintained with respect to any Series or Class for a period not exceeding sixty (60) days preceding the date of any meeting of Shareholders of the Trust or any Series or Class, or the date for the payment of any dividend or the making of any distribution to Shareholders, or the date for the allotment of rights, or the date when any change or conversion or exchange of Shares of any Series or Class shall go into effect; or in lieu of closing the Share transfer books as aforesaid, the Trustees may fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of Shareholders of the Trust or any Series or Class, or the date for the payment of any dividend or the making of any distribution to Shareholders of any Series or Class, or the date for the allotment of rights, or the date when any change or conversion or exchange of Shares of any Series or Class shall go into effect, or the last day on which the consent or dissent of Shareholders of any Series or Class may be effectively expressed for any purpose, as a record date for the determination of the Shareholders entitled to notice of, and, to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or distribution, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares, or to exercise the right to give such consent or dissent, and in such case such Shareholders and only such Shareholders as shall be Shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend or distribution, or to receive such allotment or rights, or to exercise such rights, as the case may be, notwithstanding, after such date fixed aforesaid, any transfer of any Shares on the books of the Trust maintained with respect to any Series or Class. Nothing in the foregoing sentence shall be construed as precluding the Trustees from setting different record dates for different Series or Classes.
Section 4. Termination of Trust.
(a) This Trust shall continue without limitation of time but subject to the provisions of paragraphs (b), (c) and (d) of this Section 4.
(b) The Trustees may, by majority action, with the approval of the holders of more than fifty percent of the outstanding Shares of each Series or Class entitled to vote and voting separately by Series or Class, sell and convey the assets of the Trust or any Series or Class to another trust or corporation. Upon making provision for the payment of all liabilities, by assumption or otherwise, the Trustees shall distribute the remaining proceeds belonging to each Series or Class ratably among the holders of the Shares of that Series or Class then outstanding.
(c) The Trustees may at any time sell and convert into money all the assets of the Trust, or a class or Series of the Trust, without shareholder approval, unless otherwise required by applicable law. Upon making provision for the payment of all outstanding obligations, taxes and other liabilities, accrued or contingent, belonging to the Trust, the Trustees shall distribute the remaining assets of the Trust ratably among the holders of the outstanding Shares having an interest in such assets.
(d) Upon completion of the distribution of the remaining proceeds of the remaining assets as provided in paragraphs (b) and (c), the Trust or the applicable Series or Class shall terminate and the Trustees shall be discharged of any and all further liabilities and duties hereunder or with respect thereto and the right, title and interest of all parties shall be canceled and discharged.
Section 5. Offices of the Trust, Filing of Copies, Headings, Counterparts.
The Trust shall maintain a usual place of business in Massachusetts, which shall be determined by the Trustees, and shall continue to maintain an office at such address unless changed by the Trustees to another location in Massachusetts. As amended by Amd. #6 - 5/17/00. The Trust may maintain other offices as the Trustees may from time to time determine. The original or a copy of this instrument and of each declaration of trust supplemental hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. A copy of this instrument and of each supplemental declaration of trust shall be filed by the Trustees with the Massachusetts Secretary of State and the Boston City Clerk, as well as any other governmental office where such filing may from time to time be required. Anyone dealing with the Trust may relay on a certificate by an officer of the Trust as to whether or not any such supplemental declaration of trust has been made and as to any matters in connection with the Trust hereunder, and with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this instrument or of any such supplemental declaration of trust. In this instrument or in any such supplemental declaration of trust. In this instrument or in any such supplemental declaration of trust, references to this instrument, and all expressions like “herein,” “hereof” and “hereunder,” shall be deemed to refer to this instrument as amended or affected by any such supplemental declaration of trust. Headings are placed herein for convenience of reference only and in case of any conflict, the text of this instrument, rather than the headings, shall control. This instrument may be executed in any number of counterparts each of which shall be deemed an original.
Section 6. Applicable Law.
The Trust set forth in this instrument is created under and is to be governed by and construed and administered according to the laws of The Commonwealth of Massachusetts. The Trust shall be of the type commonly called a Massachusetts business trust, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust.
Section 7. Amendments - - General.
Prior to the initial issuance of Shares pursuant to Section 3 of Article III, a majority of the Trustees then in office may amend or otherwise supplement this instrument by making a Declaration of Trust supplemental hereto, which thereafter shall form a part hereof. Subsequent to such initial issuance of Shares, amendments or supplements to this instrument may be authorized by a majority of the Trustees then in office and by a Majority Shareholder Vote of all Series and Classes then outstanding and entitled to vote thereon (except that any amendments or supplements changing the name of the Trust or pursuant to Section 8 hereunder may be made without shareholder approval), or by any larger vote which may be required by applicable law or this Declaration of Trust in any particular case, which amendment or supplement thereafter shall form a part hereof. Any such amendment or supplement (which may be in the form of a complete restatement) may be evidenced by either (i) a supplemental Declaration of Trust signed by at least a majority of the Trustees then in office or (ii) by a certificate of the President and Secretary of the Trust setting forth such amendment or supplement and certifying that such amendment or supplement has been duly authorized by the Trustees, and if required, by the shareholders. Copies of the supplemental Declaration of Trust or the certificate of the President and Secretary, as the case may be, shall be filed as specified in Section 5 of this Article XII.
Section 8. Amendments - - Series and Classes.
The established and designation of any series or class of Shares in addition to those established and designated in Section 5 of Article III hereof shall be effective upon the execution by a majority of the then Trustees of an amendment to this Declaration of Trust, taking the form of a complete restatement or otherwise, setting forth such establishment and designation and the relative rights and preferences of any such Series or Class, or as otherwise provided in such instrument.
Without limiting the generality of the foregoing, the Declaration of the Trust may be amended to:
(a) create one or more Series or Classes of Shares (in addition to any Series or Classes already existing or otherwise) with such to rights and preferences and such eligibility requirements for investment therein as the Trustees shall determine and reclassify any or all outstanding Shares as Shares of particular Series or Classes in accordance with such eligibility requirements;
(b) combine two or more Series or Classes of Shares into a single Series or Class on such terms and conditions as the Trustees shall determine;
(c) change or eliminate any eligibility requirements for investment in Shares of any Series or Class, including without limitation the power to provide for the issue of Shares of any Series or Class in connection with any merger or consolidation of the Trust with another trust or company or any acquisition by the Trust of part or all of the assets of another trust or company;
(d) change the designation of any Series or Class of Shares;
(e) change the method of allocating dividends among the various Series and Classes of Shares;
(f) allocate any specific assets or liabilities of the Trust or any specific items of income or expense of the Trust to one or more Series and Classes of Shares;
(g) specifically allocate assets to any or all Series or Classes of Shares or create one or more additional Series or Classes of Shares which are preferred over all other Series or Classes of Shares in respect of assets specifically allocated thereto or any dividends paid by the Trust with respect to any net income, however determined, earned from the investment and reinvestment of any assets so allocated or otherwise and provide for any special voting or other rights with respect to such Series or Classes.
Section 9. Use of Name.
The Trust acknowledges that Federated Investors has reserved the right to grant the non-exclusive use of the name “Federated” or any derivative thereof to any other investment company, investment company portfolio, investment adviser, distributor, or other business enterprise, and to withdraw from the Trust or owe or more Series or Classes any right to use of the name “Federated”.
The undersigned hereby certify that the above stated Amendment and Restatement is a true and correct Amendment and Restatement to the Declaration of Trust, as adopted by the Board of Trustees at a meeting held on the 17th day of November, 1998, and effective as of April 2, 1999.
IN WITNESS WHEREOF, the undersigned have executed this instrument the day and year first above written.
/s/ John F. Donahue | /s/ Peter E. Madden | ||
John F. Donahue | Peter E. Madden | ||
/s/ Thomas G. Bigley | /s/ Charles F. Mansfield, Jr. | ||
Thomas G. Bigley | Charles F. Mansfield, Jr. | ||
/s/ John T. Conroy, Jr. | /s/ John E. Murray, Jr. | ||
John T. Conroy, Jr. | John E Murray, Jr. | ||
/s/ John F. Cunningham | /s/ Marjorie P. Smuts | ||
John F. Cunningham | Marjorie P. Smuts | ||
/s/ Lawrence D. Ellis, M.D. | /s/ John S. Walsh | ||
Lawrence D. Ellis, M.D. | John S. Walsh |
The preceding Declaration of Trust is a clean copy incorporating all amendments. The following pages include the document as originally filed with the commonwealth of Massachusetts and each individual amendment that has been incorporated.
RESTATEMENT AND AMENDMENT #5
DECLARATION OF TRUST
FEDERATED SHORT-TERM MUNICIPAL TRUST
Dated: April 2, 1999
AMENDED AND RESTATED DECLARATION OF TRUST made April 2, 1999, by the undersigned, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided.
WHEREAS, the Trustees now desire to amend and restate the Declaration of Trust to permit the Board of Trustees to liquidate assets of the Trust without seeking shareholder approval.
NOW, THEREFORE, the Trustees declare that all money and property contributed to the trust fund hereunder shall be held and managed under this Declaration of Trust IN TRUST as herein set froth below.
ARTICLE I
NAMES AND DEFINITIONS
Section 1. Name.
This Trust shall be known as the Federated Short-Term Municipal Trust.
Section 2. Definitions.
Wherever used herein, unless otherwise required by the context or specifically provided:
(a) The terms “Affiliated Person,” “Assignment,” “Commission,” “Interested Person,” “Majority Shareholder Vote” (the 67% or 50% requirement of Section 2(a) (42) of the 1940 Act, whichever may be applicable) and “Principal Underwriter” shall have the meanings given them in the 1940 Act, as amended from time to time;
(b) The “Trust” refers to the Federated Short-Term Municipal Trust.
(c) “Accumulated Net Income” means the accumulated net income of the Trust determined in the manner provided or authorized in Article X.
(d) “Class” refers to a class of Shares established and designated under or in accordance with the provisions of Article II;
(e) “Series” refers to a series of Shares established and designated under or in accordance with the provisions of Article III;
(f) “Series Company” refers to the form of a registered open-end investment company described in Section 18(f)(2) of the 1940 Act or in any successor statutory provisions;
(g) “Shareholder” means a record owner of Shares of any Series or Class;
(h) The “Trustees” refer to the individual Trustees in their capacity as Trustees hereunder of the Trust and their successor or successors for the time being in office as such Trustees;
(i) “Shares” means the equal proportionate units of interest into which the beneficial interest in the Trust shall be dividend form time to time, or if more than one Series or Class of Shares is authorized by the Trustees, the equal proportionate units into which each Series or Class of Shares shall be dividend from time to time and includes fractions of Shares as well as whole Shares; and
(j) The “1940 Act” refers to the Investment Company Act of 1940, and the Rules and Regulations thereunder, (including any exemptions granted thereunder) as amended from time to time.
ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide investors a continuous source of managed investments by investing primarily in securities.
ARTICLE III
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest.
The beneficial interest in the Trust shall at all times be dividend into transferable Shares, without par value. Subject to the provisions of Section 5 of this Article III, each Share shall have voting rights as provided in Article VIII hereof, and holders of the Shares of any Series shall be entitled to receive dividends, when and as declared with respect thereto in the manner provided in Article X, Section 1 hereof. The Shares of any Series may be issued in two or more Classes, as the Trustees may authorize pursuant to Article XII, Section 8 hereof. Unless the Trustees have authorized the issuance of Shares of a Series in two or more Classes, each Share of a Series shall represent an equal proportionate interest in the assets and liabilities of the Series with each other Share of the same Series, none having priority or preference over another. If the Trustees have authorized the issuance of Shares of a Series in two or more Classes, then the Classes may have such variations as to dividend, redemption, and voting rights, net asset values, expenses borne by the Classes, and other matters as the Trustees have authorized provided that each Share of a Class shall represent an equal proportionate interest in the assets and liabilities of the Class with each other Share of the same Class, none having priority or preference over another. The number of Shares authorized shall be unlimited. The Trustees may from time to time divide or combine the unlimited. The Trustees may form time to time divide or combine the Shares of any Series or Class into a greater or lesser number without thereby changing the proportionate beneficial interests in the Series or Class.
Section 2. Ownership or Shares.
The ownership of Shares shall be recorded in the books of the Trust or a transfer agent which books shall be maintained separately for the Shares of each Series or Class. The Trustees may make such rules as they consider appropriate for the transfer of Shares and similar matters. The record books of the Trust or any transfer agent, as the case may be, shall be conclusive as to who are the Shareholders of each Series or Class and as to the number of Shares of each Series or Class held from time to time by each.
Section 3. Investment in the Trust.
The Trustees shall accept investments in the Trust from such persons and on such terms as they may from time to time authorize. After the date of the initial contribution of capital (which shall occur prior to the initial public offering of Shares), the number of Shares to represent the initial contribution shall be considered as outstanding and the amount received by the Trustees on account of the contribution shall be treated as an asset of the Trust to be allocated among any Series or Classes in the manner described in Section 5(a) of this Article. Subsequent to such initial contribution of capital, Shares (including Shares which may have been redeemed or repurchased by the Trust) may be issued or sold at a price which will net the relevant Series or Class, as the case may be, before paying any taxes in connection with such issue or sale, not less than the net asset value (as defined in Article X, Section 4) thereof; provided, however, that the Trustees may in their discretion impose a sales charge upon investments in the Trust.
Section 4. No Pre-emptive Rights.
Shareholders shall have no pre-emptive or other right to subscribe to any additional Shares or other securities issued by the Trust or the Trustees.
Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional series or class or to modify the rights and preferences of any existing Series or Class, the initial series shall be, and is established and designated as, Federated Short-Term Municipal Trust.
Shares of any Series or Class established in this Section 5 shall have the following relative rights and preferences:
(a) Assets belonging to Series or Class. All consideration received by the Trust for the issue or sale of Shares of a particular Series or Class, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof from whatever source derived, including, without limitation, any proceeds derived form the sale, exchange or liquidation of such proceeds whatever form the same may be, shall irrevocably belong to that Series or Class for all purposes subject only to the rights of creditors, and shall be so recorded upon the books of account of the Trust. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as “assets belonging to” that Series or Class. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular Series or Class (collectively “General Assets”), the Trustees shall allocate such General Assets to, between or among any one or more of the Series or Classes established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable, and any General Assets so allocated to a particular Series or Class shall belong to that Series or Class. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes.
(b) Liabilities Belonging to Series or Class. The assets belonging to each particular Series or Class shall be charged with the liabilities of the Trust in respect to that Series or Class and all expenses, costs, charges and reserves attributable to that Series or Class, and any general liabilities of the Trust which are not readily identifiable as belonging to any particular Series or Class shall be allocated and charged by the Trustees to and among any one or more of the Series or Classes established and designated from time to time in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. The liabilities, expenses, costs, charges and reserves so charged to a Series or Class are herein referred to as “liabilities belonging to” that Series or Class. Each allocation of liabilities belonging to a Series or by the Trustees shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes.
(c) Dividends, Distributions, Redemptions, Repurchases and Indemnification. Notwithstanding any other provisions of this Declaration, including, without limitation, Article X, no dividend or distribution (including, without limitation, any distribution paid upon termination of the Trust or of any Series or Class) with respect to, nor any redemption or repurchase of the Shares of any Series Class shall be effected by the Trust other than from the assets belonging to such Series or Class, nor except as specifically provided in Section 1 of Article XI hereof, shall any Shareholder of any particular Series or Class otherwise have any right or claim against the assets belonging to any other Series or Class except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series or Class.
(d) Voting. Notwithstanding any of the other provisions of this Declaration, including, without limitation, Section 1 of Article VIII, only Shareholders of a particular Series or Class shall be entitled to vote on any matters affecting such Series or Class. Except with respect to matters as to which any particular Series or Class is affected, all of the Shares of each Series or Class shall, on matters as to which such Series or Class is entitled to vote, vote with other Series or Classes so entitled as a single class. Notwithstanding the foregoing, with respect to matters which would otherwise be voted on by two or more Series or Classes as a single class, the Trustees may, in their sole discretion, submit such matters to the Shareholders of any or all such Series or Classes, separately.
(e) Fraction. Any fractional Share of a Series or Class shall carry proportionately all the rights and obligations of a whole Share of that Series or Class, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares and termination of the Trust or of any Series or Class.
(f) Exchange Privilege. The Trustees shall have the authority to provide that the holders of Shares of any Series or Class shall have the right to exchange said Shares of one or more other Series or Classes in accordance with such requirements and procedures as may be established by the Trustees.
(g) Combination of Series or Classes. The Trustees shall have the authority, without the approval of the Shareholders of any Series or Class, unless otherwise required by applicable law, to combine the assets and liabilities belonging to a single Series or Class with the assets and liabilities of one or more other Series or Classes.
(h) Elimination of Series or Classes. At any time that there are no Shares outstanding of any particular Series or Class previously established and designated, the Trustees may amend this Declaration of Trust to abolish that Series or Class and to rescind the establishment and designation thereof.
ARTICLE IV
THE TRUSTEES
Section 1. Management of the Trust.
The business and affairs of the Trust shall be managed by the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility. The Trustees who shall serve are the undersigned.
Section 2. Election of Trustees at Meeting of Shareholders.
On a date fixed by the Trustees, which shall be subsequent to the initial public offering of Shares of the Trust, the Shareholders shall elect Trustees. The number of Trustees shall be determined by the Trustees pursuant to Article IV, Section 6.
Section 3. Term of Office of Trustees.
The Trustees shall hold office during the lifetime of this Trust, and until its termination as hereinafter provided; except (a) that any Trustee may resign his office at any time by written instrument signed by him and delivered to the other Trustees, which shall take effect upon such delivery or upon such later date as is specified therein; (b) that any Trustee may be removed at any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective; (c) that any Trustee who requests in writing to be retired or who has become mentally or physically incapacitated may be retired by written instrument signed by a majority of the other Trustees, specifying the date of his retirement; and (d) a Trustee may be removed at any special meeting of Shareholders of the Trust by a vote of two-thirds of the outstanding Shares.
Section 4. Termination of Service and Appointment of Trustees.
In case of the death, resignation, retirement, removal or mental or physical incapacity of any of the Trustees, or in case a vacancy shall, by reason of an increase in number, or for any other reason, exist, the remaining Trustees shall fill such vacancy by appointing such other person as they in their discretion shall see fit. Such appointment shall be effected by the signing of a written instrument by a majority of the Trustees in office. Within three months of such appointment, the Trustees shall cause notice of such appointment to be mailed to each Shareholder at his address as recorded on the books of the Trust. An appointment of a Trustee may be mailed by the Trustees then in office and notice thereof mailed to Shareholders as aforesaid in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee so appointed shall have accepted this Trust, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. Any appointment authorized by this Section 4 is subject to the provisions of Section 16(a) of the 1940 Act.
Section 5. Temporary Absence of Trustee.
Any Trustee may, by power of attorney, delegate his power for a period not exceeding six months at any one time to any other Trustee or Trustees, provided that in no case shall less than two of the Trustees personally exercise the other power hereunder except as herein otherwise expressly provided.
Section 6. Number of Trustees.
The number of Trustees, not less than three (3) nor more than twenty (20) serving hereunder at any time, shall be determined by the Trustees themselves.
Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled or while any Trustee is physically or mentally incapacitated, the other Trustees shall have all the powers hereunder and the certificate signed by a majority of the other Trustees of such vacancy, absence or incapacity, shall be conclusive, provided, however, that no vacancy which reduces the number of Trustees below three (3) shall remain unfilled for a period longer than six calendar months.
Section 7. Effect of Death, Resignation, etc. of a Trustee.
The death, resignation, retirement, removal, or mental or physical incapacity of the Trustees, or any one of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust.
Section 8. Ownership of Assets.
The assets belonging to each Series or Class shall be held separate and apart from any assets now or hereafter held in any capacity other than as Trustee hereunder by the Trustees or any successor Trustee. All of the assets belonging to each Series or Class or owned by the Trust shall at all times be considered as vested in the Trustees. No Shareholder shall be deemed to have a severable ownership interest in any individual asset belonging to any Series or Class or owned by the Trust or any right of partition or possession thereof, but each Shareholder shall have a proportionate undivided beneficial interest in a Series or Class.
ARTICLE V
POWERS OF THE TRUSTEES
Section 1. Powers.
The Trustees in all instances shall act as principals, and are and shall be free from the control of the Shareholders. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that they may consider necessary or appropriate in connection with the management of the Trust or a Series or Class. The Trustees shall not be bound or limited by present or future laws or customs in regard to trust investments, but shall have full authority and power to make any and all investments which they, in their uncontrolled discretion, shall deem proper to accomplish the purpose of this Trust. Without limiting the foregoing, the Trustees shall have the following specific powers and authority, subject to any applicable limitation in this Declaration of Trust or in the By-Laws of the Trust:
(a) To buy, and invest funds in their hands in securities including, but not limited to, common stocks, preferred stocks, bonds, debentures, warrants and rights to purchase securities, certificates of beneficial interest, money market instruments, notes or other evidences of indebtedness issued by any corporation, trust or association, domestic or foreign, or issued or guaranteed by the United States of America or any agency or instrumentality thereof, by the government of any foreign country, by any State of the United States, or by any political subdivision or agency or instrumentality of any State or foreign country, or in “when-issued” or “delayed-delivery” contracts for any such securities, or in any repurchase agreement (agreements under which the seller agrees at the time of sale to repurchase the security at an agreed time and price), or to retain assets belonging to each and every Series or Class in cash, and from time to time to change the investments of the assets belonging to each Series or Class;
(b) To adopt By-Laws of the Trust not inconsistent with the Declaration of Trust providing for the conduct of the business of the Trust and to amend and repeal them to the extent that they do not reserve that right to the Shareholders;
(c) To elect and remove such officers of the Trust and appoint and terminate such agents of the Trust as they consider appropriate;
(d) To appoint or otherwise engage a bank or trust company as custodian of any assets belonging to any Series or Class subject to any conditions set forth in this Declaration of Trust or in the By-Laws;
(e) To appoint or otherwise engage transfer agents, dividend disbursing agents, Shareholder servicing agents, investment advisers, sub-investment advisers, principal underwriters, administrative service agents, and such other agents as the Trustees may from time to time appoint or otherwise engage;
(f) To provide for the distribution of any Shares of any Series or Class either through a principal underwriter in the manner hereinafter provided for or by the Trust itself, or both;
(g) To set record dates in the manner hereinafter provided for;
(h) To delegate such authority as they consider desirable to a committee or committees composed of Trustees, including without limitation, an Executive Committee, or to any officers of the Trust and to any agent, custodian or underwriter;
(i) To sell or exchange any or all of the assets belonging to one or more Series or Classes, subject to the provisions of Article XII, Section 4(b) hereof;
(j) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper;
(k) To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities;
(l) To hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form; or either in its own name or in the name of a custodian or a nominee or nominees, subject in either case to proper safeguards according to the usual practice of Massachusetts trust companies or investment companies;
(m) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or concern, any security of which belongs to any Series or Class; to consent to any contract, lease, mortgage, purchase, or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security which belongs to any Series or Class;
(n) To engage in and to prosecute, compound, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, demands, and things relating to the Trust, and out of the assets belonging to any Series or Class to pay, or to satisfy, any debts, claims or expenses incurred in connection therewith, including those of litigation, upon any evidence that the Trustees may deem sufficient (such powers shall include without limitation any actions, suits, proceedings, disputes, claims, demands and things relating tot he Trust wherein any of the Trustees may be named individually and the subject matter of which arises by reason of business for or on behalf of the Trust);
(o) To make distributions of income and of capital gains to Shareholders;
(p) To borrow money but only as a temporary measure for extraordinary or emergency purposes and then (a) only in amounts not in excess of 5% of the value of its total assets or (b) in any amount up to one-third of the value of its total assets, including the amount borrowed, or (c) by entering into reverse repurchase agreements in amounts not in excess of 20% of its total assets, in order to meet redemption requests without immediately selling any order to meet redemption requests without immediately selling any portfolio securities. The Trustees shall not pledge, mortgage or hypothecate the assets of the Trust, except in connection with any borrowing described herein and in amounts not in excess of the lesser of the dollar amounts borrowed of 10% of the value of the Trust’s total assets at the time of such borrowing;
(q) From time to time to issue and sell the Shares of any Series or Class either for cash or for property whenever and in such amounts as the Trustees may deem desirable, but subject to the limitation set forth in Section 3 of Article III;
(r) To purchase insurance of any kind, including, without limitation, insurance on behalf of any person who is or was a Trustee, officer, employee or agent of the Trust, or is or was serving at the request of the Trust as a Trustee, director, officer, agent or employee of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such.
No one dealing with the Trustees shall be under any obligation to make any inquiry concerning the authority of the Trustees, or to see to the application of any payments made or property transferred to the Trustees or upon their order.
The Trustees shall have all of the powers set forth in this Section 1 with respect to all assets and liabilities of each Series and Class.
Section 2. Principal Transactions.
The Trustees shall not cause the Trust on behalf of any Series or Class to buy any securities (other than Shares) from or sell any securities (other than Shares) from or sell any securities (other than Shares) to, or lend any assets belonging to any Series or Class to, any Trustee or officer or employee of the Trust or any firm of which any such Trustee or officer is a member acting as principal unless permitted by the 1940 Act, but the Trust may employ any such other party or any such person or firm or company in which any such person is an interested person in any capacity not prohibited by the 1940 Act.
Section 3. Trustees and Officers as Shareholders.
Any Trustee, officer or other agent of the Trust or any Series or Class may acquire, own and dispose of Shares of any Series or Class to the same extent as if he were not a Trustee, officer or agent; and the Trustees may issue and sell or cause to be issued or sold Shares of any Series or Class to and buy such Shares from any such person or any firm or company in which he is an interested person subject only to the general limitations herein contained as to the sale and purchase of such Shares; and all subject to any restrictions which may be contained in the By-Laws.
Section 4. Parties to Contract.
The Trustees may enter into any contract of the character described in Article VII or in Article IX hereof or any other capacity not prohibited by the 1940 Act with any corporation, firm, trust or association, although one or more of the Shareholders, Trustees, officers, employees or agents of the Trust or any Series or Class or their affiliates may be an officer, director, Trustee, shareholder or interested person of such other party to the contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any such relationship, nor shall any person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust or any Series or Class under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, in the absence of actual fraud. The same person (including a firm, corporation, trust or association) may be the other party to contracts entered into pursuant to Article VII or Article IX or any other capacity deemed legal under the 1940 Act, and any individual may be financially interested or otherwise an interested person of persons who are parties to any or all of the contracts mentioned in this Section 4.
ARTICLE VI
TRUSTEES’ EXPENSES AND COMPENSATION
Section 1. Trustee Reimbursement.
The Trustees shall be reimbursed from the assets belonging to each particular Series or Class for all of their expenses as such expenses are allocated to and among any one or more of the Series or Classes pursuant to Article III, Section 5(b), including, without limitation, expenses of organizing the Trust or any Series or Class and continuing its or their existence; fees and expenses of Trustees and officers of the Trust; fees for investment advisory services, administrative services and principal underwriting services provided for in Article VII, Sections 1, 2, and 3; fees and expenses of preparing and printing Registration Statements under the Securities Act of 1933 and the 1940 Act and any amendments thereto; expenses of registering and qualifying the Trust and any Series or Class and the Shares of any Series or Class under federal and state laws and regulations; expenses of preparing, printing and distributing prospectuses and any amendments thereof sent to Shareholders, underwriters, broker-dealers and to investors who may be considering the purchase of Shares; expenses of registering, licensing or other authorization of the Trust or any Series or Class as a broker-dealer and of its or their officers as agents and salesmen under federal and state laws and regulations; interest expenses, taxes, fees and commissions of every kind; expenses of issue (including cost of share certificates), purchase, repurchase and redemption of Shares, including expenses attributable to a program of periodic issue; charges and expenses of custodians, transfer agents, dividend disbursing agents, Shareholder servicing agents and registrars; printing and mailing costs; auditing, accounting and legal expenses; reports to Shareholders and governmental officers and commissions; expenses of meetings of Shareholders and proxy solicitations therefor; insurance expenses; association membership dues and nonrecurring items as may arise, including all losses and liabilities by them incurred in administering the Trust and any Series or Class, including expenses incurred in connection with litigation, proceedings and claims and the obligations of the Trust under Article XI hereof and the By-Laws to indemnify its Trustees, officers, employees, Shareholders and agents, and any contract obligation to indemnify principal underwriters under Section 3 of Article VII; and for the payment of such expenses, disbursements, losses and liabilities, the Trustees shall have a lien on the assets belonging to each Series or Class prior to any rights or interests of the Shareholders of any Series or Class. This section shall not preclude the Trust from directly paying any of the aforementioned fees and expenses.
Section 2. Trustee Compensation.
The Trustees shall be entitled to compensation from the Trust from the assets belonging to any Series or Class for their respective services as Trustees, to be determined from time to time by vote of the Trustees, and the Trustees shall also determine the compensation of all officers, consultants and agents whom they may elect or appoint. The Trust may pay out of the assets belonging to any Series or Class any Trustee or any corporation, firm, trust or other entity of which a Trustee is an interested person for services rendered in any capacity not prohibited by the 1940 Act, and such payments shall not be deemed compensation for services as a Trustee under the first sentence of this Section 2 of Article VI.
ARTICLE VII
INVESTMENT ADVISER, ADMINISTRATIVE SERVICES,
PRINCIPAL UNDERWRITER AND TRANSFER AGENT
Section 1. Investment Adviser.
Subject to a Majority Shareholder Vote by the relevant Series or Class, the Trustees may in their discretion from time to time enter into an investment advisory contract whereby the other party to such contract shall undertake to furnish the Trustees investment advisory services for such Series or Class upon such terms and conditions and for such compensation as the Trustees may in their discretion determine. Subject to a Majority Shareholder Vote by the relevant Series or Class, the investment adviser may enter into a sub-investment advisory contract to receive investment advice and/or statistical and factual information from the sub-investment adviser for such Series or Class upon such terms and conditions and for such compensation as the Trustees may, in their discretion, agree to. Notwithstanding any provisions of this Declaration of Trust, the Trustees may authorize the investment adviser or sub-investment adviser of any person furnishing administrative personnel and Services as set forth in Article VII, Section 2 (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities belonging to a Series or Class on behalf of the Trustees or may authorize any officer or Trustee to effect such purchases, sales, or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by the Trustees. The Trustees may also authorize the investment adviser to determine what firms shall be employed to effect transactions in securities for the account of a Series or Class and to determine what firms shall participate in any such transactions or shall share in commissions or fees charged in connection with such transactions.
Section 2. Administrative Services.
The Trustees may in their discretion from time to time contract for administrative personnel and services whereby the other party shall agree to provide the Trustees administrative personnel and services to operate the Trust or a Series or Class on a daily basis, on such terms and conditions as the Trustees may in their discretion determine. Such services may be provided by one or more entities.
Section 3. Principal Underwriter.
The Trustees may in their discretion from time to time enter into an exclusive or nonexclusive contract or contracts providing for the sale of the Shares of a Series or Class to net such Series or Class not less than the amount provided in Article III, Section 3 hereof, whereby a Series or Class may either agree to sell the Shares to the other party to the contract or appoint such other party its sales terms and conditions (including indemnification of principal underwriters allowable under applicable law and regulation) as the Trustees may in their discretion determine not inconsistent with the provisions of this Article VII; and such contract may also provide for the repurchase or sale of Shares of a Series or Class by such other party as principal or as agent of the Trust and may provide that the other party may maintain a market for shares of a Series or Class.
Section 4. Transfer Agent.
The Trustees may in their discretion from time to time enter into transfer agency and shareholder services contracts whereby the other party shall undertake to furnish transfer agency and shareholder services. The contracts shall be on such terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Declaration of Trust or of the By-Laws. Such services may be provided by one or more entities.
Section 5. Provisions and Amendments.
Any contract entered into pursuant to Sections 1 or 3 if this Article VII shall be consistent with the subject to the requirements of Section 15 of the 1940 Act (including any amendments thereof or other applicable Act of Congress hereafter enacted) with respect to its continuance in effect, its termination and the method of authorization and approval of such contract or renewal thereof.
ARTICLE VIII
SHAREHOLDERS’ VOTING POWERS AND MEETINGS
Section 1. Voting Powers.
Subject to the provisions set forth in Article III, Section 5(d), the Shareholders shall have power to vote, (i) for the election of Trustees as provided in Article IV, Section 2; (ii) for the removal of Trustees as provided in Article IV, Section 3(d); (iii) with respect to any investment adviser or sub-investment adviser as provided in Article VII, Section 1; (iv) with respect to the amendment of this Declaration of Trust as provided in Article XII, Section 7; (v) to the same extent as the shareholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders; and (vi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or By-Laws of the Trust or any regulation of the Trust or the Commission or any State, or as the Trustees may consider desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote, and each fractional Share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. Until Shares of a Series or Class are issued, the Trustees may exercise all rights. Shareholders of such Series or Class with respect to matters affecting such Series or Class, and may take any action with respect to the Trust or such Series or Class required or permitted by law, this Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.
Section 2. Meetings.
A Shareholders meeting shall be held as specified in Section 2 of Article IV at the principal office of the Trust or such other place as the Trustees may designate. Special meetings of the Shareholders may be called by the Trustees or the Chief Executive Officer of the Trust and shall be called by the Trustees upon the written request of Shareholders owning at least one-tenth of the outstanding Shares of all Series and Classes entitled to vote. Shareholders shall be entitled to at least fifteen days’ notice of any meeting.
Section 3. Quorum and Required Vote.
Except as otherwise provided by law, to constitute a quorum for the transaction of any business at any meeting of Shareholders there must be present, in person or by proxy, holders of one-fourth of the total number of outstanding Shares of all Series and Classes entitled to vote at such meeting. When any one or more Series or Classes is entitled to vote as a single Series or Class, one-fourth of the shares of each such Series or Class entitled to vote shall constitute a quorum at a Shareholder’s meeting of that Series or Class. If a quorum shall not be present for the purpose of any vote that may properly come before the meeting, the Shares present in person or by proxy and entitled to vote at such meeting on such matter may, by plurality vote, adjourn the meeting from time to time to such place and time without further notice than by announcement to be given at the meeting until a quorum entitled to vote on such matter shall be present, where upon any such matter may be voted upon at the meeting as though held when originally convened. Subject to any applicable requirement of law or of this Declaration of Trust or the By-Laws, a plurality of the votes cast shall elect a Trustee, and all other matters shall be decided by a majority of the votes cast and entitled to vote thereon.
Section 4. Additional Provisions.
The By-Laws may include further provisions for Shareholders’ votes and meetings and related matters.
ARTICLE IX
CUSTODIAN |
Section 1. Appointment and Duties.
The Trustees shall appoint or otherwise engage a bank or trust company having an aggregate capital, surplus and undivided profits (as shown in its last published report) of at least two million dollars ($2,000,000) as custodian with authority as its agent, but subject to such restrictions, limitations and other requirements, if any, as may be contained in the By-Laws of the Trust:
(1) To receive and hold the securities owned by the Trust or any Series or Class and deliver the same upon written order;
(2) To receive and receipt for any moneys due to the Trust or any Series or Class and deposit the same in its own banking department or elsewhere as the Trustees may direct; and
(3) To disburse such funds upon order or vouchers;
(4) To keep the books and accounts of the Trust or any Series or Class and furnish clerical and accounting services;
(5) To compute, if authorized to do so by the Trustees, the Accumulated Net Income of the Trust or any Series or Class and the net asset value of the Shares in accordance with the provisions hereof;
all upon such basis of compensation as may be agreed upon between the Trustees and the custodian. If so directed by a Majority Shareholder Vote, the custodian shall deliver and pay over all property of the Trust or any Series held by it as specified in such vote.
The Trustees may also authorize the custodian to employ one or more sub-custodians from time to time to perform such of the acts and services of the custodian upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall be a bank or trust company organized under the laws of the United States or one of the states thereof and having an aggregate capital, surplus and undivided profits (as shown in its last published report) of at least two million dollars ($2,000,000).
Section 2. Central Certificate System.
Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the securities owned by the Trust or any Series in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other person as may be permitted by the Commission or otherwise in accordance with the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the custodian at the discretion of the Trustees.
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions.
(a) The Trustees may, on each day Accumulated Net Income of any Series or Class is determined and is positive, declare and pay such Accumulated Net Income as dividends to the Shareholders of any Series or Class, and the amount of such dividends and the payment of them shall be wholly in the discretion of the Trustees. Such dividends may be accrued and automatically reinvested in additional Shares (or fractions thereof) of the relevant Series or Class or paid in cash or additional Shares of such Series or Class, all upon such terms and conditions as the Trustees may prescribe.
(b) The Trustees may distribute in respect of any fiscal year as dividends and as capital gains distributions, respectively, amounts sufficient to enable any Series or Class to qualify as a regulated investment company to avoid any liability for federal income taxes in respect of that year.
(c) The decision of the Trustees as to what constitutes income and what constitutes principal shall be final, and except as specifically provided herein the decision of the Trustees as to what expenses and charges of any Series or Class shall be charged against principal and what against the income shall be final. Any income not distributed in any year may be permitted to accumulate and as long as not distributed may be invested from time to time in the same manner as the principal funds of any Series or Class.
(d) The Trustees shall have power, to the fullest extent permitted by the laws of Massachusetts, at any time, or from time to time, to declare and cause to be paid dividends on any Series or Class, which dividends, at the election of the Trustees, may be accrued, automatically reinvested in additional Shares (or fractions thereof) of the relevant Series or Class or paid in cash or additional Shares of the relevant Series or Class, all upon such terms and conditions as the Trustees may prescribe.
(e) Anything in this instrument to the contrary notwithstanding, the Trustees may at any time declare and distribute a dividend consisting of Shares of any Series or Class of the Trust.
(f) All dividends and distributions on Shares of a particular Series or Class shall be distributed pro rata to the holders of that Series or Class in proportion to the number of Shares of that Series or Class held by such holders and recorded on the books of the Trust or its transfer agent at the date and time of record established for that payment.
Section 2. Redemptions and Repurchases.
(a) In case any Shareholder of record of any Series or Class at any time desires to dispose of Shares of such Series or Class recorded in his name, he may deposit a written request (or such other form of request as the Trustees may from time to time authorize) requesting that the Trust purchase his Shares, together with such other instruments or authorizations to effect the transfer as the Trustees may from time to time require, at the office of the Transfer Agent, and the Trust shall purchase his Shares out of assets belonging to such Series or Class. The purchase price shall be the net asset value of his shares reduced by any redemption charge as the Trustees from time to time may determine.
Payment for such Shares shall be made by the Trust to the Shareholder of record within that time period required under the 1940 Act after the request (and, if required, such other instruments or authorizations or transfer) is deposited, subject to the right of the Trustees to postpone the date of payment pursuant to Section 5 of this Article X, the right of redemption pursuant to Section 5 of this Article X. If the redemption is postponed beyond the date on which it would normally occur by reason of a declaration by the Trustees suspending the right of redemption pursuant to Section 5 of this Article X, the right of the Shareholder to have his Shares purchased by the Trust shall be similarly suspended, and he may withdraw his request (or such other instruments or authorizations of transfer) from deposit if he so elects; or, if he does not so elect, the purchase price shall be the net asset value of his Shares determined next after termination of such suspension (reduced by any redemption charge), and payment therefor shall be made within the time period required under the 1940 Act.
(b) The Trust may purchase Shares of a Series or Class by agreement with the owner thereof at a purchase price not exceeding the net asset value per Share (reduced by any redemption charge) determined (1) next after the purchase or contract of purchase is made or (2) at some later time.
(c) The Trust may pay the purchase price (reduced by any redemption charge) in whole or in part by a distribution in kind of securities from the portfolio of the relevant Series or Class, taking such securities at the same value employed in determining net asset value, and selecting the securities in such manner as the Trustees may deem fair and equitable.
Section 3. Determination of Accumulated Net Income.
The Accumulated Net Income of any Series or Class of the Trust shall be determined by or on behalf of the Trustees at such time or times as the Trustees shall in their discretion determine. Such determination shall be made in accordance with generally accepted accounting principles and practices and may include realized and/or unrealized gains from the sale or other deposition of securities or other property of the relevant Series. The power and duty to determine Accumulated Net Income for any Series or Class may be delegated by the Trustees from time to time to one or more of the Trustees or officers of the Trust, to the other party to any contract entered into pursuant to Section 1 or 2 of Article VII, or to the custodian or to a transfer agent.
Section 4. Net Asset Value of Shares.
The net asset value of each Share of a Series or Class outstanding shall be determined at such time or times as may be determined by or on behalf of the Trustees. The power and duty to determine net asset value may be delegated by the Trustees from time to time to one or more of the Trustees or officers of the Trust, to the other party to any contract entered into pursuant to Section 1 or 2 of Article VII or to the custodian or to a transfer agent or other person designated by the Trustees.
The net asset value of each Share of a Series or Class as of any particular time shall be the quotient (adjusted to the nearer cent) obtained by dividing the value, as of such time, of the net assets belonging to such Series or Class (i.e., the value of the assets belonging to such Series or Class less the liabilities belonging to such Series or Class exclusive of capital and surplus) by the total number of Shares outstanding of the Series or Class at such time in accordance with the requirements of the 1940 Act and applicable provisions of the By-Laws of the Trust in conformity with generally accepted accounting practices and principles.
The Trustees may declare a suspension of the determination of net asset value for the whole or any part of any period in accordance with the 1940 Act.
Section 5. Suspension of the Right of Redemption.
The Trustees may declare a suspension of the right or redemption or postpone the date of payment for the whole or any part of the any period in accordance with the 1940 Act.
Section 6. Trust’s Right to Redeem Shares.
The Trust shall have the right to cause the redemption of Shares of any Series or Class in any Shareholder’s account for their then current net asset value and promptly make payment to the shareholder (which payment may be reduced by any applicable redemption charge), if at any time the total investment in the account does not have a minimum dollar value determined from time to time by the Trustees in their sole discretion. Shares of any Series or Class of the Trust are redeemable at the option of the Trust if, in the opinion of the Trustees, ownership of such Shares has or may become concentrated to an extent which would cause the Trust or any Series to be a personal holding company within the meaning of the Federal Internal Revenue Code (and thereby disqualified under Sub-chapter M of said Code); in such circumstances the Trust may compel the redemption of Shares of such Series or Class, reject any order for the purchase of such Shares or refuse to give effect to the transfer of such Shares.
ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Personal Liability and Indemnification of Shareholders.
The Trustees, officers, employees or agents of the Trust shall have no power to bind any Shareholder of any Series or Class personally or to call upon such Shareholder for the payment of any sum of money or assessment whatsoever, other than such as the Shareholder may at any time agree to pay by way of subscription to any Shares or otherwise.
No Shareholder or former Shareholder of any Series or Class shall be liable solely by reason of his being or having been a Shareholder for any debt, claim, action, demand, suit, proceeding, judgment, decree, liability or obligation of any kind, against, or with respect to the Trust or any Series or Class arising out of any action taken or omitted for or on behalf of the Trust or such Series or Class, and the Trust or such Series or Class shall be solely liable therefor and resort shall be had solely to the property of the relevant Series or Class of the Trust for the payment or performance thereof.
Each Shareholder or former Shareholder of any Series or Class (or their heirs, executors, administrators or other legal representatives or, in case of a corporate entity, its corporate or general successor) shall be entitled to indemnity and reimbursement out of Trust property to the full extent of such liability and the costs of any litigation or other proceedings in which such liability shall have been determined, including, without limitation, the fees and disbursements of counsel if, contrary to the provisions hereof, such Shareholder or former Shareholder of such Series or Class shall be held to be personally liable. Such indemnification and reimbursement shall come exclusively from the assets of the relevant Series or Class.
The Trust shall, upon request by a Shareholder or former Shareholder, assume the defense of any claim made against any Shareholder for any act or obligation of the Trust or any Series or Class and satisfy any judgment thereon.
Section 2. Limitation of Personal Liability of Trustees, Officers, Employees or Agents of the Trust.
No Trustee, officer, employee or agent of the Trust shall have the power to bind any other Trustee, officer, employee or agent of the Trust personally. The Trustees, officers, employees or agents of the Trust incurring any debts, liabilities or obligations, or in taking or omitting any other actions for or in connection with the Trust are, and each shall be deemed to be, acting as Trustee, officer, employee or agent of the Trust and not in his own individual capacity.
Provided they have acted under the belief that their actions are in the best interest of the Trust, the Trustees and officers shall not be responsible for or liable in any event for neglect or wrongdoing by them or any officer, agent, employee, investment adviser or principal underwriter of the Trust or of any entity providing administrative services to the Trust, but nothing herein contained shall protect any Trustee or officer against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.
Section 3. Express Exculpatory Clauses and Instruments.
The Trustees shall use every reasonable means to assure that all persons having dealings with the Trust or any Series or Class shall be informed that the property of the Shareholders and the Trustees, officers, employees and agents of the Trust or any Series or Class shall not be subject to claims against or obligations of the Trust or any other Series or Class to any extent whatsoever. The Trustees shall cause to be inserted in any written agreement, undertaking or obligation made or issued on behalf of the Trust or any Series or Class (including certificates for Shares of any Series or Class) an appropriate reference to this Declaration, providing that neither the Shareholder, the Trustees, the officers, the employees nor any agent of the Trust or any Series or Class shall be liable thereunder, and that the other parties to such instrument shall look solely to the assets belonging to the relevant Series or Class for the payment of any claim thereunder or for the performance thereof; but the omission of such provisions from any such instrument shall not render any Shareholder, Trustee, officer, employee or agent liable, nor shall the Trustee, or any officer, agent or employee of the Trust or any Series or Class be liable to anyone for such omission. If, notwithstanding this provision, any Shareholder, Trustee, officer, employee or agent shall be held liable to any other person by reason of the omission of such provision form any such agreement, undertaking or obligation, the Shareholder, Trustee, officer, employee or agent shall be entitled to indemnity and reimbursement out of the Trust property, as provided in Article XI.
Section 4. Indemnification of Trustees, Officers, Employees and Agents.
(a) Every person who is or has been a Trustee, officer, employee or agent of the Trust or of any Series of the Trust and persons who serve at the Trust’s request as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the Trust or the relevant Series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any debt, claim, action, demand, suit, proceeding, judgment, decree, liability or obligation of any kind in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee, officer, employee or agent of the Trust or of such Series or of another corporation, partnership, joint venture, trust or other enterprise at the request of the Trust or of such Series and against amounts paid or incurred by him in the settlement thereof.
(b) The words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal, administrative, legislative, investigative or other, including appeals), actual or threatened, and the words “liability” and “expenses” shall include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
(c) No indemnification shall be provided hereunder to a Trustee, officer, employee or agent against any liability to the Trust or any Series of the Trust or to its Shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.
(d) The rights of indemnification herein provided may be insured against by policies maintained by the Trust or any Series, shall be severable, shall not affect any other rights to which any Trustee, officer, employee or agent may now or hereafter be entitled, shall continue as to a person who has ceased to be such Trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
(e) Expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in paragraph (a) of this Section 4 may be paid by the Trust or any Series prior to final disposition thereof upon receipt of any undertaking by or on behalf of the Trustee, officer, employee or agent secured by a surety bond or other suitable insurance that such amount will be paid over by him to the Trust or any Series if it is ultimately determined that he is not entitled to indemnification under this Section 4.
ARTICLE XII
MISCELLANEOUS
Section 1. Trust is not a Partnership.
It is hereby expressly declared that a trust and not a partnership is created hereby.
Section 2. Trustee Action Binding, Expert Advice, No Bond or Surety.
The exercise by the Trustees of their powers and discretions hereunder in good faith and with reasonable care under the circumstances then prevailing, shall be binding upon everyone interested. Subject to the provisions of Article XI, the Trustees shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and subject to the provisions of Article XI, shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.
Section 3. Establishment of Record Dates.
The Trustees may close the Share transfer books of the Trust maintained with respect to any Series or Class for a period not exceeding sixty (60) days preceding the date of any meeting of Shareholders of the Trust or any Series or Class, or the date for the payment of any dividend or the making of any distribution to Shareholders, or the date for the allotment of rights, or the date when any change or conversion or exchange of Shares of any Series or Class shall go into effect; or in lieu of closing the Share transfer books as aforesaid, the Trustees may fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of Shareholders of the Trust or any Series or Class, or the date for the payment of any dividend or the making of any distribution to Shareholders of any Series or Class, or the date for the allotment of rights, or the date when any change or conversion or exchange of Shares of any Series or Class shall go into effect, or the last day on which the consent or dissent of Shareholders of any Series or Class may be effectively expressed for any purpose, as a record date for the determination of the Shareholders entitled to notice of, and, to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or distribution, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares, or to exercise the right to give such consent or dissent, and in such case such Shareholders and only such Shareholders as shall be Shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend or distribution, or to receive such allotment or rights, or to exercise such rights, as the case may be, notwithstanding, after such date fixed aforesaid, any transfer of any Shares on the books of the Trust maintained with respect to any Series or Class. Nothing in the foregoing sentence shall be construed as precluding the Trustees from setting different record dates for different Series or Classes.
Section 4. Termination of Trust.
(a) This Trust shall continue without limitation of time but subject to the provisions of paragraphs (b), (c) and (d) of this Section 4.
(b) The Trustees may, by majority action, with the approval of the holders of more than fifty percent of the outstanding Shares of each Series or Class entitled to vote and voting separately by Series or Class, sell and convey the assets of the Trust or any Series or Class to another trust or corporation. Upon making provision for the payment of all liabilities, by assumption or otherwise, the Trustees shall distribute the remaining proceeds belonging to each Series or Class ratably among the holders of the Shares of that Series or Class then outstanding.
(c) The Trustees may at any time sell and convert into money all the assets of the Trust, or a class or Series of the Trust, without shareholder approval, unless otherwise required by applicable law. Upon making provision for the payment of all outstanding obligations, taxes and other liabilities, accrued or contingent, belonging to the Trust, the Trustees shall distribute the remaining assets of the Trust ratably among the holders of the outstanding Shares having an interest in such assets.
(d) Upon completion of the distribution of the remaining proceeds of the remaining assets as provided in paragraphs (b) and (c), the Trust or the applicable Series or Class shall terminate and the Trustees shall be discharged of any and all further liabilities and duties hereunder or with respect thereto and the right, title and interest of all parties shall be canceled and discharged.
Section 5. Offices of the Trust, Filing of Copies, Headings, Counterparts.
The Trust shall maintain a usual place of business in Massachusetts, which, initially, shall be One Post Office Square, Boston, Massachusetts, and shall continue to maintain an office at such address unless changed by the Trustees to another location in Massachusetts. The Trust may maintain other offices as the Trustees may from time to time determine. The original or a copy of this instrument and of each declaration of trust supplemental hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. A copy of this instrument and of each supplemental declaration of trust shall be filed by the Trustees with the Massachusetts Secretary of State and the Boston City Clerk, as well as any other governmental office where such filing may from time to time be required. Anyone dealing with the Trust may relay on a certificate by an officer of the Trust as to whether or not any such supplemental declaration of trust has been made and as to any matters in connection with the Trust hereunder, and with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this instrument or of any such supplemental declaration of trust. In this instrument or in any such supplemental declaration of trust. In this instrument or in any such supplemental declaration of trust, references to this instrument, and all expressions like “herein,” “hereof” and “hereunder,” shall be deemed to refer to this instrument as amended or affected by any such supplemental declaration of trust. Headings are placed herein for convenience of reference only and in case of any conflict, the text of this instrument, rather than the headings, shall control. This instrument may be executed in any number of counterparts each of which shall be deemed an original.
Section 6. Applicable Law.
The Trust set forth in this instrument is created under and is to be governed by and construed and administered according to the laws of The Commonwealth of Massachusetts. The Trust shall be of the type commonly called a Massachusetts business trust, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust.
Section 7. Amendments - - General.
Prior to the initial issuance of Shares pursuant to Section 3 of Article III, a majority of the Trustees then in office may amend or otherwise supplement this instrument by making a Declaration of Trust supplemental hereto, which thereafter shall form a part hereof. Subsequent to such initial issuance of Shares, amendments or supplements to this instrument may be authorized by a majority of the Trustees then in office and by a Majority Shareholder Vote of all Series and Classes then outstanding and entitled to vote thereon (except that any amendments or supplements changing the name of the Trust or pursuant to Section 8 hereunder may be made without shareholder approval), or by any larger vote which may be required by applicable law or this Declaration of Trust in any particular case, which amendment or supplement thereafter shall form a part hereof. Any such amendment or supplement (which may be in the form of a complete restatement) may be evidenced by either (i) a supplemental Declaration of Trust signed by at least a majority of the Trustees then in office or (ii) by a certificate of the President and Secretary of the Trust setting forth such amendment or supplement and certifying that such amendment or supplement has been duly authorized by the Trustees, and if required, by the shareholders. Copies of the supplemental Declaration of Trust or the certificate of the President and Secretary, as the case may be, shall be filed as specified in Section 5 of this Article XII.
Section 8. Amendments - - Series and Classes.
The established and designation of any series or class of Shares in addition to those established and designated in Section 5 of Article III hereof shall be effective upon the execution by a majority of the then Trustees of an amendment to this Declaration of Trust, taking the form of a complete restatement or otherwise, setting forth such establishment and designation and the relative rights and preferences of any such Series or Class, or as otherwise provided in such instrument.
Without limiting the generality of the foregoing, the Declaration of the Trust may be amended to:
(a) create one or more Series or Classes of Shares (in addition to any Series or Classes already existing or otherwise) with such to rights and preferences and such eligibility requirements for investment therein as the Trustees shall determine and reclassify any or all outstanding Shares as Shares of particular Series or Classes in accordance with such eligibility requirements;
(b) combine two or more Series or Classes of Shares into a single Series or Class on such terms and conditions as the Trustees shall determine;
(c) change or eliminate any eligibility requirements for investment in Shares of any Series or Class, including without limitation the power to provide for the issue of Shares of any Series or Class in connection with any merger or consolidation of the Trust with another trust or company or any acquisition by the Trust of part or all of the assets of another trust or company;
(d) change the designation of any Series or Class of Shares;
(e) change the method of allocating dividends among the various Series and Classes of Shares;
(f) allocate any specific assets or liabilities of the Trust or any specific items of income or expense of the Trust to one or more Series and Classes of Shares;
(g) specifically allocate assets to any or all Series or Classes of Shares or create one or more additional Series or Classes of Shares which are preferred over all other Series or Classes of Shares in respect of assets specifically allocated thereto or any dividends paid by the Trust with respect to any net income, however determined, earned from the investment and reinvestment of any assets so allocated or otherwise and provide for any special voting or other rights with respect to such Series or Classes.
Section 9. Use of Name.
The Trust acknowledges that Federated Investors has reserved the right to grant the non-exclusive use of the name “Federated” or any derivative thereof to any other investment company, investment company portfolio, investment adviser, distributor, or other business enterprise, and to withdraw from the Trust or owe or more Series or Classes any right to use of the name “Federated”.
The undersigned hereby certify that the above stated Amendment and Restatement is a true and correct Amendment and Restatement to the Declaration of Trust, as adopted by the Board of Trustees at a meeting held on the 17th day of November, 1998, and effective as of April 2, 1999.
IN WITNESS WHEREOF, the undersigned have executed this instrument the day and year first above written.
/s/ John F. Donahue | /s/ Peter E. Madden | ||
John F. Donahue | Peter E. Madden | ||
/s/ Thomas G. Bigley | /s/ Charles F. Mansfield, Jr. | ||
Thomas G. Bigley | Charles F. Mansfield, Jr. | ||
/s/ John T. Conroy, Jr. | /s/ John E. Murray, Jr. | ||
John T. Conroy, Jr. | John E Murray, Jr. | ||
/s/ John F. Cunningham | /s/ Marjorie P. Smuts | ||
John F. Cunningham | Marjorie P. Smuts | ||
/s/ Lawrence D. Ellis, M.D. | /s/ John S. Walsh | ||
Lawrence D. Ellis, M.D. | John S. Walsh |
COMMONWEALTH OF PENNSYLVANIA )
: ss:
COUNTY OF ALLEGHENY )
I hereby certify that on April 2, 1999, before me, the subscriber, a Notary Public of the Commonwealth of Pennsylvania, in for the County of Allegheny, personally appeared
JOHN F. DONAHUE, THOMAS G. BIGLEY, JOHN T. CONROY, Jr., JOHN F. CUNNINGHAM, LAWRENCE D. ELLIS, M.D., PETER E. MADDEN, CHARLES F. MANSFIELD, JR., JOHN E. MURRAY, JR., MARJORIE P. SMUTS, AND JOHN S. WALSH who acknowledged the foregoing Declaration of Trust to be their act.
Witness my hand and notarial seal the day and year above written.
/s/ Nancy H. Beatty
Notary Public
FEDERATED SHORT-TERM MUNICIPAL TRUST
Amendment No. 6
to the
Amended & Restated
DECLARATION OF TRUST
Dated April 2, 1999
THIS Declaration of Trust is amended as follows:
A. | Strike the first sentence of Section 5 of Article XII from the Declaration of Trust and substitute in its place the following: |
Section 5. Offices of the Trust, Filing of Copies, Headings, Counterparts. The Trust shall maintain a usual place of business in Massachusetts, which shall be determined by the Trustees, and shall continue to maintain an office at such address unless changed by the Trustees to another location in Massachusetts.
The undersigned, President and Secretary, hereby certify that the above-stated Amendment is a true and correct Amendment to the Declaration of Trust, as adopted by the Board of Trustees at a meeting on the 17th day of May, 2000.
WITNESS the due execution hereof this 17th day of May, 2000.
/s/ Glen R. Johnson | /s/ John W. McGonigle | ||
Glen R. Johnson, President | John W. McGonigle, Secretary |
FEDERATED SHORT-TERM MUNICIPAL TRUST
Amendment No. 7
to the
Amended & Restated
DECLARATION OF TRUST
Dated April 2, 1999
THIS Declaration of Trust is amended as follows:
Delete the paragraph of Section 5, Establishment and Designation of Series or Class of Article III, Beneficial Interest , in its entirety and replace with the following:
Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional series or class or to modify the rights and preferences of any existing Series or Class, the series shall be, and is established and designated as:
Federated Short-Term Municipal Trust
Class A Shares
Institutional Service Shares
Institutional Shares
The undersigned hereby certify that the above stated Amendment is a true and correct Amendment to the Amended and Restated Declaration of Trust, as adopted by the Board of Trustees at a meeting on the 7th day of June, 2006.
WITNESS the due execution hereof this 7th day of June, 2006.
/s/ John F. Donahue | |||
John F. Donahue | Peter E. Madden | ||
/s/ Charles F. Mansfield, Jr. | |||
Thomas G. Bigley | Charles F. Mansfield, Jr. | ||
/s/ John T. Conroy, Jr. | /s/ John E. Murray, Jr. | ||
John T. Conroy, Jr. | John E. Murray, Jr. | ||
/s/ Nicholas P. Constantakis | /s/ Marjorie P. Smuts | ||
Nicholas P. Constantakis | Marjorie P. Smuts | ||
John F. Cunningham | John S. Walsh | ||
/s/ J. Christopher Donahue | /s/ James F. Will | ||
J. Christopher Donahue | James F. Will | ||
Lawrence D. Ellis, M.D. |
FEDERATED SHORT-TERM MUNICIPAL TRUST
Amendment No. 8
to the
Amended & Restated
DECLARATION OF TRUST
Dated April 2, 1999
THIS Declaration of Trust is amended as follows:
Effective October 31, 2007:
Delete the Section 1, Names of Article I, Names and Definitions, in its entirety and replace with the following:
“Section 1. Name.
This Trust shall be known as the Federated Short-Intermediate Duration Municipal Trust.”
Delete subsection (b) from Section 2 Definitions of Article I, Names and Definitions, in its entirety and replace with the following:’
“Section 2. Definitions.
(b) The “Trust” refers to the Federated Short- Intermediate Duration Municipal Trust.”
The undersigned hereby certify that the above stated Amendment is a true and correct Amendment to the Amended and Restated Declaration of Trust, as adopted by the Board of Trustees at a meeting on the 17th day of August, 2007.
WITNESS the due execution hereof this 17th day of August, 2007.
/s/ John F. Donahue | /s/ Peter E. Madden | ||
John F. Donahue | Peter E. Madden | ||
/s/ Thomas G. Bigley | /s/ Charles F. Mansfield, Jr. | ||
Thomas G. Bigley | Charles F. Mansfield, Jr. | ||
/s/ John T. Conroy, Jr. | /s/ John E. Murray, Jr. | ||
John T. Conroy, Jr. | John E. Murray, Jr. | ||
/s/ Nicholas P. Constantakis | /s/ Thomas M. O’Neill | ||
Nicholas P. Constantakis | Thomas M. O’Neill | ||
/s/ John F. Cunningham | /s/ Marjorie P. Smuts | ||
John F. Cunningham | Marjorie P. Smuts | ||
/s/ J. Christopher Donahue | /s/ John S. Walsh | ||
J. Christopher Donahue | John S. Walsh | ||
/s/ Lawrence D. Ellis, M.D. | /s/ James F. Will | ||
Lawrence D. Ellis, M.D. | James F. Will |
FEDERATED SHORT-INTERMEDIATE DURATION MUNICIPAL TRUST
Amendment No. 9
to the
Amended & Restated
DECLARATION OF TRUST
Dated April 2, 1999
THIS Declaration of Trust is amended as follows:
Delete the paragraph of Section 5, Establishment and Designation of Series or Class of Article III, Beneficial Interest , in its entirety and replace with the following:
Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional series or class or to modify the rights and preferences of any existing Series or Class, the series shall be, and is established and designated as:
Federated Short-Intermediate Duration Municipal Trust
Class A Shares
Institutional Shares
Service Shares
The undersigned hereby certify that the above stated Amendment is a true and correct Amendment to the Amended and Restated Declaration of Trust, as adopted by the Board of Trustees at a meeting on the 13th day of May, 2011, to become effective on September 30, 2011.
Witness the due execution this 23rd day of August, 2011.
/s/ John F. Donahue | /s/ Charles F. Mansfield, Jr. | ||
John F. Donahue | Charles F. Mansfield, Jr. | ||
/s/ Nicholas P. Constantakis | /s/ R. James Nicholson | ||
Nicholas P. Constantakis | R. James Nicholson | ||
/s/ John F. Cunningham | /s/ Thomas M. O’Neill | ||
John F. Cunningham | Thomas M. O’Neill | ||
/s/ J. Christopher Donahue | /s/ John S. Walsh | ||
J. Christopher Donahue | John S. Walsh | ||
/s/ Maureen Lally-Green | /s/ James F. Will | ||
Maureen Lally-Green | James F. Will | ||
/s/ Peter E. Madden | |||
Peter E. Madden |
FEDERATED SHORT-INTERMEDIATE DURATION MUNICIPAL TRUST
Amendment No. 10 to the
AMENDED AND RESTATED DECLARATION OF TRUST
Dated April 2, 1999
The Amended and Restated Declaration of Trust is amended as follows:
A. | Strike Section 1 of Article I from the Declaration of Trust and substitute in its place the following: |
This Trust shall be known as FEDERATED HERMES SHORT-INTERMEDIATE DURATION MUNICIPAL TRUST, and the Trustees may conduct the business of the Trust under that name or any other name as they may determine from time to time.
B. Strike the first paragraph of Section 5 of Article III from the Declaration of Trust and substitute in its place the following:
Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the Series shall be, and are established and designated as:
Federated Hermes Short-Intermediate Municipal Fund
Class A Shares
Institutional Shares
Service Shares
The undersigned hereby certify that the above-stated Amendments is a true and correct Amendment to the Amended and Restated Declaration of Trust, as adopted by the Board of Trustees at the meeting on the 13th day of February, 2020, to become effective on June 26, 2020.
WITNESS the due execution hereof this 19th day of June, 2020.
/s/ John T. Collins | /s/ Charles F. Mansfield, Jr. |
John T. Collins | Charles F. Mansfield, Jr. |
/s/ J. Christopher Donahue | /s/ Thomas M. O’Neill |
J. Christopher Donahue | Thomas M. O’Neill |
/s/ Thomas R. Donahue | /s/ P. Jerome Richey |
Thomas R. Donahue | P. Jerome Richey |
/s/ G. Thomas Hough | /s/ John S. Walsh |
G. Thomas Hough | John S. Walsh |
/s/ Maureen Lally-Green | |
Maureen Lally-Green |
FEDERATED HERMES SHORT-INTERMEDIATE DURATION MUNICIPAL TRUST
Amendment No. 11
to the
Amended & Restated
DECLARATION OF TRUST
Dated April 2, 1999
THIS Declaration of Trust is amended as follows:
Delete the paragraph of Section 5, Establishment and Designation of Series or Class of Article III, Beneficial Interest , in its entirety and replace with the following:
Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional series or class or to modify the rights and preferences of any existing Series or Class, the series shall be, and is established and designated as:
Federated Hermes Short-Intermediate Municipal Fund
Class A Shares
Class A2 Shares
Institutional Shares
Service Shares
The undersigned hereby certify that the above stated Amendment is a true and correct Amendment to the Amended and Restated Declaration of Trust, as adopted by the Board of Trustees at a meeting on the 13th day of August, 2021, to become effective on November 17, 2021.
Witness the due execution this 13th day of August, 2021.
/s/ John T. Collins | /s/ Thomas M. O’Neill |
John T. Collins | Thomas M. O’Neill |
/s/ J. Christopher Donahue | /s/ Madelyn A. Reilly |
J. Christopher Donahue | Madelyn A. Reilly |
/s/ Thomas R. Donahue | /s/ P. Jerome Richey |
Thomas R. Donahue | P. Jerome Richey |
/s/ G. Thomas Hough | /s/ John S. Walsh |
G. Thomas Hough | John S. Walsh |
/s/ Maureen Lally-Green | |
Maureen Lally-Green |
Exhibit 28 (e) under Form N-1A
Exhibit (1) under Item 601/REG. S-K
6/29/20 - Name changed to Federated Hermes Short-Intermediate Duration Municipal Trust
10/31/07 – Name changed to Federated Short-Intermediate Duration Municipal Trust
12/15/94 - Name changed to Federated Short-Term Municipal Trust
SHORT-TERM MUNICIPAL TRUST
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 1st day of June, 1993, by and between Short-Term Municipal Trust (the "Trust"), a Massachusetts business trust, and FEDERATED SECURITIES CORP. ("FSC"), a Pennsylvania Corporation.
In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:
1. The Trust hereby appoints FSC as its agent to sell and distribute shares of the Trust which may be offered in one or more series (the "Funds") consisting of one or more classes (the "Classes") of shares (the "Shares"), as described and set forth on one or more exhibits to this Agreement, at the current offering price thereof as described and set forth in the current Prospectuses of the Trust. FSC hereby accepts such appointment and agrees to provide such other services for the Trust, if any, and accept such compensation from the Trust, if any, as set forth in the applicable exhibit to this Agreement.
2. The sale of any Shares may be suspended without prior notice whenever in the judgment of the Trust it is in its best interest to do so.
3. Neither FSC nor any other person is authorized by the Trust to give any information or to make any representation relative to any Shares other than those contained in the Registration Statement, Prospectuses, or Statements of Additional Information ("SAIs") filed with the Securities and Exchange Commission, as the same may be amended from time to time, or in any supplemental information to said Prospectuses or SAIs approved by the Trust. FSC agrees that any other information or representations other than those specified above which it or any dealer or other person who purchases Shares through FSC may make in connection with the offer or sale of Shares, shall be made entirely without liability on the part of the Trust. No person or dealer, other than FSC, is authorized to act as agent for the Trust for any purpose. FSC agrees that in offering or selling Shares as agent of the Trust, it will, in all respects, duly conform to all applicable state and federal laws and the rules and regulations of the National Association of Securities Dealers, Inc., including its Rules of Fair Practice. FSC will submit to the Trust copies of all sales literature before using the same and will not use such sales literature if disapproved by the Trust.
4. This Agreement is effective with respect to each Class as of the date of execution of the applicable exhibit and shall continue in effect with respect to each Class presently set forth on an exhibit and any subsequent Classes added pursuant to an exhibit during the initial term of this Agreement for one year from the date set forth above, and thereafter for successive periods of one year if such continuance is approved at least annually by the Trustees of the Trust including a majority of the members of the Board of Trustees of the Trust who are not interested persons of the Trust and have no direct or indirect financial interest in the operation of any Distribution Plan relating to the Trust or in any related documents to such Plan ("Disinterested Trustees") cast in person at a meeting called for that purpose. If a Class is added after the first annual approval by the Trustees as described above, this Agreement will be effective as to that Class upon execution of the applicable exhibit and will continue in effect until the next annual approval of this Agreement by the Trustees and thereafter for successive periods of one year, subject to approval as described above.
5. This Agreement may be terminated with regard to a particular Fund or Class at any time, without the payment of any penalty, by the vote of a majority of the Disinterested Trustees or by a majority of the outstanding voting securities of the particular Fund or Class on not more than sixty (60) days' written notice to any other party to this Agreement. This Agreement may be terminated with regard to a particular Fund or Class by FSC on sixty (60) days' written notice to the Trust.
6. This Agreement may not be assigned by FSC and shall automatically terminate in the event of an assignment by FSC as defined in the Investment Company Act of 1940, as amended, provided, however, that FSC may employ such other person, persons, corporation or corporations as it shall determine in order to assist it in carrying out its duties under this Agreement.
7. FSC shall not be liable to the Trust for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed by this Agreement.
8. This Agreement may be amended at any time by mutual agreement in writing of all the parties hereto, provided that such amendment is approved by the Trustees of the Trust including a majority of the Disinterested Trustees of the Trust cast in person at a meeting called for that purpose.
9. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania.
10. (a) Subject to the conditions set forth below, the Trust agrees to indemnify and hold harmless FSC and each person, if any, who controls FSC within the meaning of Section 15 of the Securities Act of 1933 and Section 20 of the Securities Act of 1934, as amended, against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectuses or SAIs (as from time to time amended and supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement, any Prospectuses and SAIs or any amendment or supplement thereof.
If any action is brought against FSC or any controlling person thereof with respect to which indemnity may be sought against the Trust pursuant to the foregoing paragraph, FSC shall promptly notify the Trust in writing of the institution of such action and the Trust shall assume the defense of such action, including the employment of counsel selected by the Trust and payment of expenses. FSC or any such controlling person thereof shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of FSC or such controlling person unless the employment of such counsel shall have been authorized in writing by the Trust in connection with the defense of such action or the Trust shall not have employed counsel to have charge of the defense of such action, in any of which events such fees and expenses shall be borne by the Trust. Anything in this paragraph to the contrary notwithstanding, the Trust shall not be liable for any settlement of any such claim of action effected without its written consent. The Trust agrees promptly to notify FSC of the commencement of any litigation or proceedings against the Trust or any of its officers or Trustees or controlling persons in connection with the issue and sale of Shares or in connection with the Registration Statement, Prospectuses, or SAIs.
(b) FSC agrees to indemnify and hold harmless the Trust, each of its Trustees, each of its officers who have signed the Registration Statement and each other person, if any, who controls the Trust within the meaning of Section 15 of the Securities Act of 1933, but only with respect to statements or omissions, if any, made in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof in reliance upon, and in conformity with, information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof. In case any action shall be brought against the Trust or any other person so indemnified based on the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof, and with respect to which indemnity may be sought against FSC, FSC shall have the rights and duties given to the Trust, and the Trust and each other person so indemnified shall have the rights and duties given to FSC by the provisions of subsection (a) above.
(c) Nothing herein contained shall be deemed to protect any person against liability to the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the duties of such person or by reason of the reckless disregard by such person of the obligations and duties of such person under this Agreement.
(d) Insofar as indemnification for liabilities may be permitted pursuant to Section 17 of the Investment Company Act of 1940, as amended, for Trustees, officers, FSC and controlling persons of the Trust by the Trust pursuant to this Agreement, the Trust is aware of the position of the Securities and Exchange Commission as set forth in the Investment Company Act Release No. IC-11330. Therefore, the Trust undertakes that in addition to complying with the applicable provisions of this Agreement, in the absence of a final decision on the merits by a court or other body before which the proceeding was brought, that an indemnification payment will not be made unless in the absence of such a decision, a reasonable determination based upon factual review has been made (i) by a majority vote of a quorum of non-party Disinterested Trustees, 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 Trust 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, FSC or controlling person of the Trust 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 Trust is insured against losses arising by reason of any lawful advances; or (iii) a majority of a quorum of non-party Disinterested 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.
11. FSC is hereby expressly put on notice of the limitation of liability as set forth in Article XI of the Declaration of Trust and agrees that the obligations assumed by the Trust pursuant to this Agreement shall be limited in any case to the Trust and its assets and FSC shall not seek satisfaction of any such obligation from the shareholders of the Trust, the Trustees, officers, employees or agents of the Trust, or any of them.
12. If at any time the Shares of any Fund are offered in two or more Classes, FSC agrees to adopt compliance standards as to when a class of shares may be sold to particular investors.
13. This Agreement
will become binding on the parties hereto upon the execution of the attached exhibits to the Agreement.
6/29/20- Name changed to Federated Hermes Short-Intermediate Municipal Fund
10/31/07 – Name changed to Federated Short-Intermediate Duration Municipal Trust
12/15/94 - Name changed to Federated Short-Term Municipal Trust
Exhibit A
to the
Distributor's Contract
SHORT-TERM MUNICIPAL TRUST
Short-Term Municipal Trust
Institutional Shares
In consideration of the mutual covenants set forth in the Distributor's Contract dated June 1, 1993 between Short-Term Municipal Trust and Federated Securities Corp., Short-Term Municipal Trust executes and delivers this Exhibit on behalf of the Funds, and with respect to the separate Classes of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of June, 1993.
ATTEST: | SHORT-TERM MUNICIPAL TRUST |
/s/ S. Elliott Cohan | By: /s/ Glen R. Johnson |
Secretary | President |
(SEAL) | |
ATTEST: | FEDERATED SECURITIES CORP. |
/s/ S. Elliott Cohan | By: /s/ John W. McGonigle |
Secretary | Executive Vice President |
(SEAL) |
6/29/20- Name changed to Federated Hermes Short-Intermediate Municipal Fund
9/30/11 – Institutional Service Shares renamed Service Shares
10/31/07 – Name changed to Federated Short-Intermediate Duration Municipal Trust
12/15/94 - Name changed to Federated Short-Term Municipal Trust
Exhibit B
to the
Distributor's Contract
SHORT-TERM MUNICIPAL TRUST
Short-Term Municipal Trust
Institutional Service Shares
The following provisions are hereby incorporated and made part of the Distributor's Contract dated the 1st day of June, 1993, between Short-Term Municipal Trust and Federated Securities Corp. with respect to Classes of the Funds set forth above.
1. The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the above-listed Classes ("Shares"). Pursuant to this appointment, FSC is authorized to select a group of brokers ("Brokers") to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust, and to render administrative support services to the Trust and its shareholders. In addition, FSC is authorized to select a group of administrators ("Administrators") to render administrative support services to the Trust and its shareholders.
2. Administrative support services may include, but are not limited to, the following functions: 1) account openings: the Broker or Administrator communicates account openings via computer terminals located on the Broker's or Administrator's premises; 2) account closings: the Broker or Administrator communicates account closings via computer terminals; 3) enter purchase transactions: purchase transactions are entered through the Broker's or Administrator's own personal computer or through the use of a toll-free telephone number; 4) enter redemption transactions: Broker or Administrator enters redemption transactions in the same manner as purchases; 5) account maintenance: Broker or Administrator provides or arranges to provide accounting support for all transactions. Broker or Administrator also wires funds and receives funds for Trust share purchases and redemptions, confirms and reconciles all transactions, reviews the activity in the Trust's accounts, and provides training and supervision of its personnel; 6) interest posting: Broker or Administrator posts and reinvests dividends to the Trust's accounts; 7) prospectus and shareholder reports: Broker or Administrator maintains and distributes current copies of prospectuses and shareholder reports; 8) advertisements: the Broker or Administrator continuously advertises the availability of its services and products; 9) customer lists: the Broker or Administrator continuously provides names of potential customers; 10) design services: the Broker or Administrator continuously designs material to send to customers and develops methods of making such materials accessible to customers; and 11) consultation services: the Broker or Administrator continuously provides information about the product needs of customers.
3. During the term of this Agreement, the Trust will pay FSC for services pursuant to this Agreement, a monthly fee computed at the annual rate of 0.25 of 1% of the average aggregate net asset value of the shares of the Short-Term Municipal Trust Institutional Service Shares held during the month. For the month in which this Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the month.
4. FSC may from time-to-time and for such periods as it deems appropriate reduce its compensation to the extent any Classes' expenses exceed such lower expense limitation as FSC may, by notice to the Trust, voluntarily declare to be effective.
5. FSC will enter into separate written agreements with various firms to provide certain of the services set forth in Paragraph 1 herein. FSC, in its sole discretion, may pay Brokers and Administrators a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts expended hereunder including amounts paid to Brokers and Administrators and the purpose for such payments.
In consideration of the mutual covenants set forth in the Distributor's Contract dated June 1, 1993 between Short-Term Municipal Trust and Federated Securities Corp., Short-Term Municipal Trust executes and delivers this Exhibit on behalf of the Funds, and with respect to the separate Classes of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of June, 1993.
ATTEST: | SHORT-TERM MUNICIPAL TRUST |
/s/ S. Elliott Cohan | By: /s/ Glen R. Johnson |
Secretary | President |
(SEAL) | |
ATTEST: | FEDERATED SECURITIES CORP. |
/s/ S. Elliott Cohan | By: /s/ John W. McGonigle |
Secretary | Executive Vice President |
(SEAL) |
6/29/20- Name changed to Federated Hermes Short-Intermediate Municipal Fund
10/31/07 – Name changes to Federated Short-Intermediate Duration Municipal Trust
12/15/94 - Name changed to Federated Short-Term Municipal Trust
Exhibit C
to the
Distributor's Contract
FEDERATED SHORT-TERM MUNICIPAL TRUST
Class A Shares
The following provisions are hereby incorporated and made part of the Distributor's Contract dated the 1st day of June, 1993, between Federated Short-Term Municipal Trust and Federated Securities Corp. with respect to Classes of the Funds set forth above.
1. The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the above-listed Classes ("Shares"). Pursuant to this appointment, FSC is authorized to select a group of brokers ("Brokers") to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust, and to render administrative support services to the Trust and its shareholders. In addition, FSC is authorized to select a group of administrators ("Administrators") to render administrative support services to the Trust and its shareholders.
2. Administrative support services may include, but are not limited to, the following functions: 1) account openings: the Broker or Administrator communicates account openings via computer terminals located on the Broker's or Administrator's premises; 2) account closings: the Broker or Administrator communicates account closings via computer terminals; 3) enter purchase transactions: purchase transactions are entered through the Broker's or Administrator's own personal computer or through the use of a toll-free telephone number; 4) enter redemption transactions: Broker or Administrator enters redemption transactions in the same manner as purchases; 5) account maintenance: Broker or Administrator provides or arranges to provide accounting support for all transactions. Broker or Administrator also wires funds and receives funds for Trust share purchases and redemptions, confirms and reconciles all transactions, reviews the activity in the Trust's accounts, and provides training and supervision of its personnel; 6) interest posting: Broker or Administrator posts and reinvests dividends to the Trust's accounts; 7) prospectus and shareholder reports: Broker or Administrator maintains and distributes current copies of prospectuses and shareholder reports; 8) advertisements: the Broker or Administrator continuously advertises the availability of its services and products; 9) customer lists: the Broker or Administrator continuously provides names of potential customers; 10) design services: the Broker or Administrator continuously designs material to send to customers and develops methods of making such materials accessible to customers; and 11) consultation services: the Broker or Administrator continuously provides information about the product needs of customers.
3. During the term of this Agreement, the Trust will pay FSC for services pursuant to this Agreement, a monthly fee computed at the annual rate of 0.25 of 1% of the average aggregate net asset value of the shares of the Class A Shares held during the month. For the month in which this Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the month.
4. FSC may from time-to-time and for such periods as it deems appropriate reduce its compensation to the extent any Classes' expenses exceed such lower expense limitation as FSC may, by notice to the Trust, voluntarily declare to be effective.
5. FSC will enter into separate written agreements with various firms to provide certain of the services set forth in Paragraph 1 herein. FSC, in its sole discretion, may pay Brokers and Administrators a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts expended hereunder including amounts paid to Brokers and Administrators and the purpose for such payments.
In consideration of the mutual covenants set forth in the Distributor's Contract dated June 1, 1993 between Federated Short-Term Municipal Trust and Federated Securities Corp., Federated Short-Term Municipal Trust executes and delivers this Exhibit on behalf of the Funds, and with respect to theClass A Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of July, 2006.
FEDERATED SHORT-TERM MUNICIPAL TRUST
By: /s/ John B. Fisher
Name: John B. Fisher
Title: President
FEDERATED SECURITIES CORP.
By: /s/ Thomas E. Territ
Name: Thomas E. Territ
Title: President
Exhibit D
to the
Distributor's Contract
FEDERATED HERMES SHORT-INTERMEDIATE DURATION MUNICIPAL TRUST
FEDERATED HERMES SHORT-INTERMEDIATE MUNICIPAL FUND
Class A2 Shares
The following provisions are hereby incorporated and made part of the Distributor's Contract dated the 1st day of June, 1993, between Federated Hermes Short-Intermediate Duration Municipal Trust and Federated Securities Corp. with respect to Classes of the Funds set forth above.
1. The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the above-listed Classes ("Shares"). Pursuant to this appointment, FSC is authorized to select a group of brokers ("Brokers") to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust, and to render administrative support services to the Trust and its shareholders. In addition, FSC is authorized to select a group of administrators ("Administrators") to render administrative support services to the Trust and its shareholders.
2. Administrative support services may include, but are not limited to, the following functions: 1) account openings: the Broker or Administrator communicates account openings via computer terminals located on the Broker's or Administrator's premises; 2) account closings: the Broker or Administrator communicates account closings via computer terminals; 3) enter purchase transactions: purchase transactions are entered through the Broker's or Administrator's own personal computer or through the use of a toll-free telephone number; 4) enter redemption transactions: Broker or Administrator enters redemption transactions in the same manner as purchases; 5) account maintenance: Broker or Administrator provides or arranges to provide accounting support for all transactions. Broker or Administrator also wires funds and receives funds for Trust share purchases and redemptions, confirms and reconciles all transactions, reviews the activity in the Trust's accounts, and provides training and supervision of its personnel; 6) interest posting: Broker or Administrator posts and reinvests dividends to the Trust's accounts; 7) prospectus and shareholder reports: Broker or Administrator maintains and distributes current copies of prospectuses and shareholder reports; 8) advertisements: the Broker or Administrator continuously advertises the availability of its services and products; 9) customer lists: the Broker or Administrator continuously provides names of potential customers; 10) design services: the Broker or Administrator continuously designs material to send to customers and develops methods of making such materials accessible to customers; and 11) consultation services: the Broker or Administrator continuously provides information about the product needs of customers.
3. During the term of this Agreement, the Trust will pay FSC for services pursuant to this Agreement, a monthly fee computed at the annual rate of 0.25 of 1% of the average aggregate net asset value of the shares of the Class A2 Shares held during the month. For the month in which this Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the month.
4. FSC may from time-to-time and for such periods as it deems appropriate reduce its compensation to the extent any Classes' expenses exceed such lower expense limitation as FSC may, by notice to the Trust, voluntarily declare to be effective.
5. FSC will enter into separate written agreements with various firms to provide certain of the services set forth in Paragraph 1 herein. FSC, in its sole discretion, may pay Brokers and Administrators a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts expended hereunder including amounts paid to Brokers and Administrators and the purpose for such payments.
In consideration of the mutual covenants set forth in the Distributor's Contract dated June 1, 1993 between Federated Hermes Short-Intermediate Duration Municipal Trust and Federated Securities Corp., Federated Hermes Short-Intermediate Duration Municipal Trust executes and delivers this Exhibit on behalf of the Funds, and with respect to the Class A2 Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of September, 2021.
FEDERATED HERMES SHORT-INTERMEDIATE DURATION MUNICIPAL TRUST
By:
Name: John B. Fisher
Title: President
FEDERATED SECURITIES CORP.
By:
Name: Paul A. Uhlman
Title: President
Amendment to
Distributor’s Contract
between
Federated Short-Term Municipal Trust
and
Federated Securities Corp.
This Amendment to the Distributor’s Contract (“Agreement”) dated June 1, 1993, between Federated Short-Term Municipal Trust (“Fund”) and Federated Securities Corp. (“Service Provider”) is made and entered into as of the 1st day of June, 2001.
WHEREAS, the Fund has entered into the Agreement with the Service Provider;
WHEREAS, the Securities and Exchange Commission has adopted Regulation S-P at 17 CFR Part 248 to protect the privacy of individuals who obtain a financial product or service for personal, family or household use;
WHEREAS, Regulation S-P permits financial institutions, such as the Fund, to disclose ”nonpublic personal information” (“NPI”) of its “customers” and “consumers” (as those terms are therein defined in Regulation S-P) to affiliated and nonaffiliated third parties of the Fund, without giving such customers and consumers the ability to opt out of such disclosure, for the limited purposes of processing and servicing transactions (17 CFR § 248.14) (“Section 248.14 NPI”); for specified law enforcement and miscellaneous purposes (17 CFR § 248.15) (“Section 248.15 NPI”) ; and to service providers or in connection with joint marketing arrangements (17 CFR § 248.13) (“Section 248.13 NPI”);
WHEREAS, Regulation S-P provides that the right of a customer and consumer to opt out of having his or her NPI disclosed pursuant to 17 CFR § 248.7 and 17 CFR § 248.10 does not apply when the NPI is disclosed to service providers or in connection with joint marketing arrangements, provided the Fund and third party enter into a contractual agreement that prohibits the third party from disclosing or using the information other than to carry out the purposes for which the Fund disclosed the information (17 CFR § 248.13);
NOW, THEREFORE, the parties intending to be legally bound agree as follows:
1. | The Fund and the Service Provider hereby acknowledge that the Fund may disclose shareholder NPI to the Service Provider as agent of the Fund and solely in furtherance of fulfilling the Service Provider’s contractual obligations under the Agreement in the ordinary course of business to support the Fund and its shareholders. |
2. | The Service Provider hereby agrees to be bound to use and redisclose such NPI only for the limited purpose of fulfilling its duties and obligations under the Agreement, for law enforcement and miscellaneous purposes as permitted in 17 CFR §§ 248.15, or in connection with joint marketing arrangements that the Funds may establish with the Service Provider in accordance with the limited exception set forth in 17 CFR § 248.13. |
3. | The Service Provider further represents and warrants that, in accordance with 17 CFR § 248.30, it has implemented, and will continue to carry out for the term of the Agreement, policies and procedures reasonably designed to: |
· | insure the security and confidentiality of records and NPI of Fund customers, |
· | protect against any anticipated threats or hazards to the security or integrity of Fund customer records and NPI, and |
· | protect against unauthorized access to or use of such Fund customer records or NPI that could result in substantial harm or inconvenience to any Fund customer. |
4. The Service Provider may redisclose Section 248.13 NPI only to: (a) the Funds and affiliated persons of the Funds (“Fund Affiliates”); (b) affiliated persons of the Service Provider (“Service Provider Affiliates”) (which in turn may disclose or use the information only to the extent permitted under the original receipt); (c) a third party not affiliated with the Service Provider of the Funds (“Nonaffiliated Third Party”) under the service and processing (§248.14) or miscellaneous (§248.15) exceptions, but only in the ordinary course of business to carry out the activity covered by the exception under which the Service Provider received the information in the first instance; and (d) a Nonaffiliated Third Party under the service provider and joint marketing exception (§248.13), provided the Service Provider enters into a written contract with the Nonaffiliated Third Party that prohibits the Nonaffiliated Third Party from disclosing or using the information other than to carry out the purposes for which the Funds disclosed the information in the first instance.
5. The Service Provider may redisclose Section 248.14 NPI and Section 248.15 NPI to: (a) the Funds and Fund Affiliates; (b) Service Provider Affiliates (which in turn may disclose the information to the same extent permitted under the original receipt); and (c) a Nonaffiliated Third Party to whom the Funds might lawfully have disclosed NPI directly.
6. | The Service Provider is obligated to maintain beyond the termination date of the Agreement the confidentiality of any NPI it receives from the Fund in connection with the Agreement or any joint marketing arrangement, and hereby agrees that this Amendment shall survive such termination. |
WITNESS the due execution hereof this 1st day of June, 2001.
Federated Short-Term Municipal Trust
By: /s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: President
Federated Securities Corp.
By: /s/ David M. Taylor
Name: David M. Taylor
Title: Executive Vice President
Amendment to
Distributor’s Contracts
between
the Federated Funds
and
Federated Securities Corp.
This Amendment to the Distributor’s Contracts (each an “Agreement” and together, the “Agreements”) between the Federated Funds listed on Exhibit A, (each a “Fund” and collectively, the “Funds”) and Federated Securities Corp. (“Distributor”) is made and entered into as of the 1st day of October, 2003.
WHEREAS, each Fund has entered into an Agreement with the Distributor under and pursuant to which the Distributor is the principal underwriter of the shares of the Fund;
WHEREAS, the Securities and Exchange Commission and the United States Treasury Department (“Treasury Department”) have adopted a series of rules and regulations arising out of the USA PATRIOT Act (together with such rules and regulations, the “Applicable Law”), specifically requiring certain financial institutions, including the Funds and the Distributor, to establish a written anti-money laundering and customer identification program (“Program”);
WHEREAS, each of the Funds and the Distributor have established a Program and wish to amend the Agreements to reflect the existence of such Programs and confirm the allocation of responsibility for the performance of certain required functions;
NOW, THEREFORE, the parties intending to be legally bound agree and amend each Agreement as follows:
1. | The Funds and the Distributor each represent, warrant and certify that they have established, and covenant that at all times during the existence of each respective Agreement they will maintain, a Program in compliance with Applicable Law. |
2. | The Funds each represent and warrant that the Funds have entered into an amendment to the agreement with the transfer agent of the Funds, pursuant to which the transfer agent has agreed to perform all activities, including the establishment and verification of customer identities as required by Applicable Law or its Program, with respect to all customers on whose behalf Distributor maintains an account with the Funds. |
3. | Distributor covenants that it will enter into appropriate amendments to selling or other agreements with financial institutions that establish and maintain accounts with the Funds on behalf of their customers, pursuant to which such financial institutions covenant to establish and maintain a Program with respect to those customers in accordance with Applicable Law. |
In all other respects, each Agreement first referenced above shall remain in full force and effect.
WITNESS the due execution hereof as of the 1st day of October, 2003.
FUNDS
By: /s/ John W. McGonigle
Name: John W. McGonigle
Title: Executive Vice President
federated Securities Corp.
By: /s/ James F. Getz
Name: James F. Getz
Title: President - Broker/Dealer
EXHIBIT A
Funds | Distributor’s Contract Date |
Cash Trust Series, Inc. | March 1, 1993 |
Cash Trust Series II | January 25, 1991 |
Edward Jones Money Market Fund | April 1, 2001 |
Edward Jones Tax-Free Money Market Fund | March 1, 2001 |
Federated Adjustable Rate Securities Fund | April 24, 1992 |
Federated American Leaders Fund, Inc. | March 1, 1993 |
Federated Equity Funds | June 1, 1995 |
Federated Equity Income Fund, Inc. | March 1, 1993 |
Federated Fixed Income Securities Fund, Inc. | December 24, 1991 |
Federated GNMA Trust | May 29, 1992 |
Federated Government Income Securities, Inc. | July 17, 1996 |
Federated High Income Bond Fund, Inc. | March 1, 1993 |
Federated High Yield Trust | August 1, 1989 |
Federated Income Securities Trust | December 31, 1991 |
Federated Income Trust | June 1, 1992 |
Federated Index Trust | September 3, 1991 |
Federated Institutional Trust | September 1, 1994 |
Federated Insurance Series | December 1, 1993 |
Federated International Series, Inc. | February 11, 1991 |
Federated Investment Series Funds, Inc. | June 22, 1992 |
Federated Limited Duration Government Fund, Inc. | July 22, 1991 |
Federated Managed Allocation Portfolios | December 1, 1993 |
Federated Municipal Opportunities Fund, Inc. | July 17, 1996 |
Federated Municipal Securities Fund, Inc. | March 1, 1993 |
Federated Municipal Securities Income Trust | September 9, 1991 |
Federated Short-Term Municipal Trust | June 1, 1993 |
Federated Stock and Bond Fund, Inc. | March 1, 1993 |
Federated Stock Trust | August 1, 1989 |
Federated Total Return Government Bond Fund | September 1, 1995 |
Federated Total Return Series, Inc. | December 1, 1993 |
Federated U.S. Government Bond Fund | August 1, 1989 |
Federated U.S. Government Securities Fund: 1-3 Years | May 29, 1992 |
Federated U.S. Government Securities Fund: 2-5 Years | May 29, 1992 |
Federated World Investment Series, Inc. | March 1, 1994 |
Intermediate Municipal Trust | June 1, 1993 |
Money Market Obligations Trust | March 1, 1994 |
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 September 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 Corporate ETF
Federated Hermes Short-Term Government Fund
Federated Hermes Short-Term High Yield ETF
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 9/1/21)
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 Floating Rate Strategic Income Fund, Class C Shares converted into Class A Shares – approved at August 2021 board meeting, but not effective yet.
Exhibit 28 (m) under Form N-1A
Exhibit (1) under Item 601/REG. S-K
6/29/20-Name changed to Federated Hermes Short-Intermediate Municipal Trust
10/31/07 – Name changed to Federated Short-Intermediate Duration Municipal Trust
FEDERATED SHORT-TERM MUNICIPAL TRUST
DISTRIBUTION PLAN
This Distribution Plan ("Plan") is adopted as of the 12th day of February, 2004, by the Board of Trustees of Federated Short-Term Municipal Trust (the "Trust"), a Massachusetts business trust with respect to certain classes of shares ("Classes") of the portfolios of the Trust (the "Funds") set forth in exhibits hereto.
1. | This Plan is adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended ("Act"), so as to allow the Trust to make payments as contemplated herein, in conjunction with the distribution of Classes of the Funds ("Shares") and pursuant to the “Distributor’s Contract” entered into by the Trust and FSC. |
2. | This Plan is designed to finance activities of Federated Securities Corp. ("FSC") principally intended to result in the sale of Shares to include: (a) providing incentives to financial institutions ("Financial Institutions") to sell Shares and; (b) advertising and marketing of Shares to include preparing, printing and distributing prospectuses and sales literature to prospective shareholders and with Financial Institutions. The Plan is also designed to cover the costs of administrative services performed in connection with the sale of Shares, but are not limited to shareholder services, recordkeeping services and educational services, as well as the costs of implementing and operating the Plan. |
3. | As compensation for services provided pursuant to this Plan, FSC will be paid a fee in respect of the following Classes set forth on the exhibits to this Agreement. FSC may use all or any of the fees received pursuant to the Plan to pay any of the expenses associated with the activities under Paragraph 2 hereof whether incurred directly, or through Financial Institutions. |
4. | Any payments by FSC to Financial Institutions with funds received as compensation under this Plan will be made pursuant to an agreement entered into by FSC and the Financial Institution (“Financial Institution Agreement”). FSC has the right (i) to select, in its sole discretion, the Financial Institutions to participate in the Plan and (ii) to terminate without cause and in its sole discretion any Financial Institution Agreement. |
5. | Quarterly in each year that this Plan remains in effect, FSC shall prepare and furnish to the Board of Trustees of the Trust, and the Board of Trustees shall review, a written report of the amounts expended under the Plan and the purpose for which such expenditures were made. |
6. | This Plan shall become effective with respect to each Class (i) after approval as required by Rule 12b-1 under the Act as in effect on the date of the execution hereof; and (ii) upon execution of an exhibit adopting this Plan with respect to such Class. |
7. | This Plan shall remain in effect with respect to each Class presently set forth on an exhibit and any subsequent Classes added pursuant to an exhibit during the initial year of this Plan for the period of one year from the date set forth above and may be continued thereafter if this Plan is approved with respect to each Class at least annually by a majority of the Trust's Board of Trustees and a majority of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such Plan. If this Plan is adopted with respect to a Class after the first annual approval by the Trustees as described above, this Plan will be effective as to that Class upon execution of the applicable exhibit pursuant to the provisions of paragraph 6(ii) above and will continue in effect until the next annual approval of this Plan by the Trustees and thereafter for successive periods of one year subject to approval as described above. |
8. | All material amendments to this Plan must be approved by a vote of the Board of Trustees of the Trust and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on it. |
9. | This Plan may not be amended in order to increase materially the costs which the Classes may bear for distribution pursuant to the Plan without being approved by a majority vote of the outstanding voting securities of the Classes as defined in Section 2(a)(42) of the Act. |
10. | This Plan may be terminated with respect to a particular Class at any time by: (a) a majority vote of the Disinterested Trustees; or (b) a vote of a majority of the outstanding voting securities of the particular Class as defined in Section 2(a)(42) of the Act; or (c) by FSC on 60 days' notice to the Trust. |
11. | While this Plan shall be in effect, the selection and nomination of Disinterested Trustees of the Trust shall be committed to the discretion of the Disinterested Trustees then in office. |
12. | All agreements with any person relating to the implementation of this Plan, including, but not limited to Financial Institution Agreements, shall be in writing and any agreement related to this Plan shall be subject to termination, without penalty, pursuant to the provisions of Paragraph 10 herein. |
13. | This Plan shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania. |
6/29/20-Name changed to Federated Hermes Short-Intermediate Municipal Fund
9/30/11 – Institutional Service Shares renamed Service Shares
10/31/07 – Name changed to Federated Short-Intermediate Duration Municipal Trust
EXHIBIT A
to the
Distribution Plan
FEDERATED SHORT-TERM MUNICIPAL TRUST
Institutional Service Shares
This Distribution Plan is adopted as of the 12th day of February, 2004, by Federated Short-Term Municipal Trust with respect to the Institutional Service Shares of the Trust set forth above.
As compensation for the services provided pursuant to this Plan, FSC will be paid a monthly fee computed at the annual rate of 0.25 of 1% of the average aggregate net asset value of the Institutional Service Shares of Federated Short-Term Municipal Trust held during the month.
Witness the due execution hereof this 1st day of March, 2004.
FEDERATED SHORT-TERM MUNICIPAL TRUST
By: /s/ J. Christopher Donahue
Name: . Christopher Donahue
Title: President
6/29/20-Name changed to Federated Hermes Short-Intermediate Municipal Fund
9/30/11 – Institutional Service Shares renamed Service Shares
10/31/07 – Name changed to Federated Short-Intermediate Duration Municipal Trust
Amendment #1 to EXHIBIT A
to the
Distribution Plan
FEDERATED SHORT-TERM MUNICIPAL TRUST
Service Shares
This Distribution Plan is adopted as of the 12th day of February, 2004, by Federated Short-Term Municipal Trust with respect to the Institutional Service Shares of the Trust set forth above.
Effective December 1, 2019, the monthly fee paid to FSC as compensation for the services provided to Service Shares of Federated Short-Intermediate Duration Municipal Trust pursuant to Exhibit A to this Plan is eliminated.
Witness the due execution hereof this 1st day of December, 2019.
FEDERATED SHORT-TERM MUNICIPAL TRUST
By: /s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: President
6/29/20-Name changed to Federated Hermes Short-Intermediate Municipal Fund
12/1/19 - See Amendment #1 to Exhibit B.
10/31/07 – Name changed to Federated Short-Intermediate Duration Municipal Trust
EXHIBIT B
to the
Distribution Plan
FEDERATED SHORT-TERM MUNICIPAL TRUST
Class A Shares
This Exhibit to the Distribution Plan is adopted as of the 7th day of June, 2006, by Federated Short-Term Municipal Trust with respect to the Class A Shares of the Trust set forth above.
As compensation for the services provided pursuant to this Plan, FSC will be paid a monthly fee computed at the annual rate of 0.25 of 1% of the average aggregate net asset value of the Class A Shares of Federated Short-Term Municipal Trust held during the month.
Witness the due execution hereof this 1st day of July, 2006
FEDERATED SHORT-TERM MUNICIPAL TRUST
By: /s/ John B. Fisher
Name: John B. Fisher
Title: President
6/29/20-Name changed to Federated Hermes Short-Intermediate Municipal Fund
10/31/07 – Name changed to Federated Short-Intermediate Duration Municipal Trust
Amendment #1 to EXHIBIT B
to the
Distribution Plan
Federated Short–Intermediate Duration Municipal Trust
Class A Shares
This Exhibit to the Distribution Plan is adopted as of the 7th day of June, 2006, by Federated Short-Term Municipal Trust with respect to the Class A Shares of the Trust set forth above.
As compensation for the services provided pursuant to this Plan, FSC will be paid a monthly fee computed at the annual rate of 0.05 of 1% of the average aggregate net asset value of the Class A Shares of Federated Short-Intermediate Duration Municipal Trust held during the month.
Witness the due execution hereof this 1st day of December, 2019
Federated Short-Intermediate Duration Municipal Trust
By: /s/ John B. Fisher
Name: John B. Fisher
Title: President
Exhibit C
To the
Distribution Plan
Federated Hermes Short–Intermediate Duration Municipal Trust
Federated Hermes Short-Intermediate Municipal Fund
Class A2 Shares
This Exhibit to the Distribution Plan is adopted as of the 13th day of August, 2021, by Federated Hermes Short-Intermediate Municipal Trust with respect to the Class A2 Shares of the Trust set forth above.
As compensation for the services provided pursuant to this Plan, FSC will be paid a monthly fee computed at the annual rate of 0.25 of 1% of the average aggregate net asset value of the Class A2 Shares of Federated Hermes Short-Intermediate Duration Municipal Fund held during the month.
Witness the due execution hereof this 1st day of September, 2021.
Federated Hermes Short-Intermediate Duration Municipal Trust
By: ____________________________________
Name: John B. Fisher
Title: President
Exhibit
28 (n) under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
MULTIPLE CLASS PLAN
Current as of September 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 9/1/21)
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% | None |
Federated Hermes Conservative Municipal Microshort Fund | 0.25% | 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 Equity Advantage Fund | 0.05% | None |
Federated Hermes Income Securities Trust | ||
Federated Hermes Capital Income Fund | None | None |
Federated Hermes Floating Rate Income Securities 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 Floating Rate Strategic Income Fund | 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 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 |
CLASS A2 SHARES
EXHIBIT TO
MULTIPLE CLASS PLAN
9/1/21
1. SEPARATE ARRANGEMENT AND EXPENSE ALLOCATION
Class A2 (“A2”) Shares are available exclusively for shareholders investing through certain financial intermediaries that have entered into an agreement with the Fund’s distributor who has approved them for the sale of A2 Shares. For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Class A2 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 an advance commission of up to 0.50% of the public offering price, paid by the principal underwriter. Financial intermediaries may also provide shareholder services and may receive shareholder services fees therefor. 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 consideration of advancing commissions, the principal underwriter will receive the contingent deferred sales charges paid upon redemption of Class A2 Shares and payments made under the 12b-1 Plan for eighteen months following the purchase. In connection with this basic arrangement, Class A2 Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Class A2 Shares |
Sales Load | Up to 1.50% of the public offering price |
Contingent Deferred Sales Charge (“CDSC”) | 0.50% of the share price at the time of purchase or redemption, whichever is lower, if redeemed within eighteen months following purchase |
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 A2 Shares as described in Section 3 of the Plan |
2. CONVERSION AND EXCHANGE PRIVILEGES
For purposes of Rule 18f-3, Class A2 Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Class A2 Shares may be converted to any other Share Class of the same Fund, provided: (i) the Class A2 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 A2 Shares; and (ii) the shareholder meets the investment minimum and eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privilege: | Class A2 Shares may be exchanged for Class A or Class A2 Shares of any other Fund. However, if a shareholder exchanges into Class A Shares and subsequently redeems prior to the full CDSC period applicable to Class A2 Shares, the CDSC will be applied to such redemption. |
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 A2 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 | 1.50% |
$100,000 but less than $250,000 | 1.25% |
$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 $500,000 or more of Class A2 Shares shall receive from the principal underwriter an advance commission equal to 50 basis points (0.50%) of the public offering price, except that an order to purchase $20 million or more of Class A2 Shares shall carry a 25 basis points (0.25%) advance commission. In such event, notwithstanding anything to the contrary in the Plan or this Exhibit, such Class A2 Shares shall be subject to a contingent deferred sales charge upon redemption within 18 months of purchase equal to 50 basis points (0.50%) of the lesser of (x) the purchase price of the Class A2 Shares or (y) the redemption price of the Class A2 Shares. Any contingent deferred sales charge received upon redemption of Class A2 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 A2, 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 A2 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 A2 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 A2 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.
(F) 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 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 A2 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 A2 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 A2 Shares held in plans administered as college savings programs under Section 529 of the Code; and (iii) Class A2 Shares redeemed due to the death of the last surviving shareholder on the account.
SCHEDULE OF FUNDS OFFERING CLASS A2 SHARES
The Funds set forth on this Schedule each offer Class A2 Shares on the terms set forth in the Class A2 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 A2 SHARES SUBJECT TO THE BASIC LOAD SCHEDULE
Multiple Class Company | 12b-l Fee | Redemption Fee |
Series | ||
Federated Hermes Income Securities Trust | ||
Federated Hermes Short-Term Income Fund | 0.05% | None |
Federated Hermes Short-Intermediate Duration Municipal Trust | ||
Federated Hermes Short-Intermediate Municipal 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 09/01/21)
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 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 | 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 Real Return Bond Fund | 0.75% | None |
CLASS C SHARES SUBJECT TO THE BASIC LOAD SCHEDULE (continued)
Multiple Class Company
Series |
12b-1 Fee | Redemption Fee |
Federated Hermes Index Trust | ||
Federated Hermes Max-Cap Index Fund | 0.75% | None |
Federated Hermes International Series, Inc.: | ||
Federated Hermes Global Total Return Bond Fund
(formerly Federated International Bond Fund) |
0.75% | None |
Federated Hermes Investment Series Funds, Inc.: | ||
Federated Hermes Corporate Bond Fund | 0.75% | None |
Federated Hermes MDT Series: | ||
Federated Hermes MDT All Cap Core Fund | 0.75% | None |
Federated Hermes MDT Balanced Fund | 0.75% | None |
Federated Hermes MDT Large Cap Growth Fund | 0.75% | None |
Federated Hermes MDT Small Cap Core Fund | 0.75% | None |
Federated Hermes MDT Small Cap Growth Fund | 0.75% | None |
Federated Hermes Municipal Bond Fund, Inc. | 0.75% | None |
Federated Hermes Municipal Securities Income Trust: | ||
Federated Hermes Municipal High Yield Advantage Fund | 0.75% | None |
Federated Hermes Total Return Series, Inc.: | ||
Federated Hermes Total Return Bond Fund | 0.75% | None |
Federated Hermes World Investment Series, Inc.: | ||
Federated Hermes Emerging Market Debt Fund | 0.75% | None |
Federated Hermes International Leaders Fund | 0.75% | None |
Federated Hermes International Small-Mid Company Fund | 0.75% | None |
Federated Hermes Money Market Obligations Trust: | ||
Federated Hermes Government Reserves Fund | 0.75% | None |
Capital Shares Exhibit
To
Multiple Class Plan
(Revised 6/29/20)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Capital Shares will consist of sales and shareholder servicing by financial intermediaries. Financial intermediaries may receive shareholder service fees for services provided. In connection with this basic arrangement, Capital Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Capital Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") | None |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | None |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Capital Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Capital Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privileges: | Capital Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other fund or class shall be treated in the same manner as a redemption and purchase.
Schedule of Funds
Offering Capital Shares
The Funds set forth on this Schedule each offer Capital Shares on the terms set forth in the Capital Shares Exhibit to the Multiple Class Plan.
Multiple Class Company Series |
Federated Hermes Money Market Obligations Trust |
Federated Hermes California Municipal Cash Trust |
Federated Hermes Government Obligations Fund |
Federated Hermes Institutional Money Market Management |
Federated Hermes Municipal Obligations Fund |
Federated Hermes Prime Cash Obligations Fund |
Federated Hermes Institutional Prime Obligations Fund |
Federated Hermes Institutional Prime Value Obligations Fund |
Federated Hermes Treasury Obligations Fund |
CasH II Shares Exhibit
To
Multiple
Class Plan
(revised 6/29/20)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Cash II Shares will consist of sales and shareholder servicing by financial intermediaries. The principal underwriter and financial intermediaries may receive payments for distribution and/or administrative services under a 12b-1 Plan and financial intermediaries may also receive shareholder services fees for services provided. In connection with this basic arrangement, Cash II Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Cash II Shares |
Sales Load | None |
Contingent Deferred Sales Charge ("CDSC") | None |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Cash II Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Cash II Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Shares may be converted into any other Share Class of the same Fund, provided that the shareholder meets the eligibility requirements for the Share Class into which the conversion is sought, as applicable. |
Exchange Privilege: | Cash II Shares may be exchanged into any Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Shares of Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Value Obligations Fund, Class A Shares of Federated Hermes Government Reserves Fund and Class R Shares of any Fund, provided that the shareholder meets any shareholder eligibility and minimum initial investment requirements for the Shares to be purchased, (if applicable), both accounts have identical registrations, and the shareholder receives a prospectus for the fund in which the shareholder wishes to exchange. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other fund or class shall be treated in the same manner as a redemption and purchase.
Schedule
of Funds
Offering Cash II Shares
The Funds set forth on this Schedule each offer Cash II Shares on the terms set forth in the Cash II Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
Multiple Class Company
Series |
12b-1 Fee |
Federated Hermes Money Market Obligations Trust: | |
Federated Hermes California Municipal Cash Trust | 0.20% |
Federated Hermes Government Obligations Fund | 0.35% |
Federated Hermes Municipal Obligations Fund | 0.35% |
Federated Hermes New York Municipal Cash Trust | 0.25% |
Federated Hermes Prime Cash Obligations Fund | 0.35% |
Federated Hermes Trust for U.S. Treasury Obligations | 0.35% |
Cash series Shares Exhibit
To
Multiple Class Plan
(Revised 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 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 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 | |